By a News Reporter-Staff News Editor at Investment Weekly News -- Trina Solar Limited (NYSE: TSL) ("Trina Solar" or the "Company"), a global leader in photovoltaic ("PV") modules, solutions and services, announced that it priced the offering of 8,800,000 American Depositary Shares (the "ADSs"), each representing 50 ordinary shares of the Company, par value of US$0.00001 per share (the "ADS Offering"), at US$11.00 per ADS. Trina Solar has granted the underwriters in the ADS Offering a 30-day option to purchase up to an additional 1,320,000 ADSs to cover over-allotments.
The Company also priced the concurrent offering of US$150 million in aggregate principal amount of convertible senior notes due 2019 (the "Notes") (the "Notes Offering"). Trina Solar has granted the initial purchasers in the Notes Offering a 30-day option to purchase up to an additional US$22.5 million aggregate principal amount of the Notes. The closing of the ADS Offering is contingent upon the closing of the Notes Offering and the closing of the Notes Offering is contingent upon the closing of the ADS Offering. The offerings are expected to close on June 11, 2014 subject to satisfying customary closing conditions.
Deutsche Bank Securities Inc., Barclays Capital Inc., J.P. Morgan Securities LLC and Goldman Sachs (Asia) L.L.C. are acting as joint book-running managers for the ADS Offering. HSBC Securities (USA) Inc. is acting as a co-manager for the ADS Offering.
Trina Solar plans to use the net proceeds from ADS Offering for general corporate purposes, which may include the development of solar power projects and their general financing requirements, expansion of manufacturing capacity and working capital. The Company's management will retain broad discretion over the use of proceeds, and may ultimately use the proceeds for different purposes than what is currently intended.
In connection with the Notes Offering, the Company entered into zero-strike call options (the "call options") with one or more of the initial purchasers (or their affiliates) of the Notes Offering (the "option counterparties"). The call options are intended to facilitate the hedging of their investments by the investors in the Notes. The Company has been advised that, in connection with establishing their initial hedge of the call options, the option counterparties (or their affiliates) expect to enter into one or more derivative transactions with respect to the ADSs with purchasers of the Notes concurrently with or after the pricing of the Notes. This activity could increase (or reduce the size of any decrease in) the market price of the ADSs or the Notes at that time. In addition, the option counterparties (or their affiliates) may modify their hedge positions by entering into or unwinding one or more derivative transactions with respect to the ADSs and/or purchasing or selling ADSs or other securities of the Company in secondary market transactions at any time, including following the pricing of the Notes and shortly after the maturity of the Notes (and, the Company has been advised, are likely to unwind their derivative transactions and/or purchase or sell ADSs in connection with any conversion, repurchase or redemption of the Notes). These activities could also cause or avoid an increase or cause or avoid a decrease in the market price of the ADSs or the Notes.
The ADSs have been offered under the Company's existing shelf registration statement which was filed with the Securities and Exchange Commission (the "SEC") and automatically became effective on June 4, 2014. A prospectus supplement and the related base prospectus describing the terms of the ADS Offering have been filed with the SEC. Investors are advised to read the prospectus supplement and the related base prospectus and other documents the Company has filed with the SEC for more complete information about the Company and the ADS Offering. A copy of the prospectus supplement and the base prospectus relating to the ADS Offering may be obtained by contacting (i) Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY 10005-2836, by emailing prospectus.CPDG@db.com or by telephone at +1-800-503-4611, (ii) Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by emailing firstname.lastname@example.org or by telephone at +1-888-603-5847, (iii) J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions at 1155 Long Island Avenue, Edgewood, New York 11717, or by telephone at +1-866-803-9204 or (iv) Goldman Sachs & Co., 200 West Street, New York, NY 10282, attention: Prospectus Department, facsimile: +1-212-902-9316, by emailing email@example.com or by telephone at +1-866-471-2526.
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