PVTIME – Canadian Solar Inc. (NASDAQ: CSIQ) (the “Company”, or “Canadian Solar”), one of the world’s largest solar power companies, today announced pricing of its previously announced offering of US$200 million in aggregate principal amount of convertible senior notes due 2025 (the “Notes”) that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Company has granted the initial purchasers in the offering a 30-day option to purchase up to an additional US$30 million aggregate principal amount of the Notes. The Company plans to use the net proceeds from the offering for general corporate purposes, which may include the expansion of manufacturing capacity, development of solar power projects and working capital.
The Notes will be senior, unsecured obligations of the Company. The Notes will accrue interest at an annual rate of 2.50%. Interest on the Notes will be payable semi-annually in arrears on April 1 and October 1 of each year, beginning April 1, 2021. The Notes will mature on October 1, 2025, unless repurchased, redeemed or converted in accordance with their terms prior to such date. The Company may not redeem the Notes prior to October 6, 2023 unless certain tax-related events occur. On or after October 6, 2023, the Company may redeem for cash all or part of the Notes, at its option, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect on each of at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately prior to the date the Company provides notice of redemption. In the event of certain fundamental changes, holders of the Notes may require the Company to repurchase all or part of the Notes in cash, subject to certain conditions. In addition, if a make-whole fundamental change occurs prior to the maturity date or the Company redeems the Notes, the Company will, under certain circumstances, increase the conversion rate for holders who convert Notes in connection with such make-whole fundamental change or redemption.
The Notes will be convertible at the option of the holders at any time prior to the close of business on the second business day immediately preceding the maturity date. The initial conversion rate of the Notes is 27.2707 common shares of the Company, per US$1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately US$36.67 per common share and represents a conversion premium of approximately 32.50% above the NASDAQ last reported sale price of the Company’s common shares on September 10, 2020, which was US$27.675 per common share). The conversion rate for the Notes is subject to adjustments upon the occurrence of certain events. Upon conversion, the Company will deliver to such converting holders, a number of the Company’s common shares equal to the applicable conversion rate as of the relevant conversion date, together with a cash payment in lieu of any fractional share.
The Notes have been offered in the United States to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The Notes and the common shares deliverable upon conversion of the Notes have not been and will not be registered under the Securities Act or the securities laws of any other place, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The Company expects to close the offering on or about September 15, 2020, subject to the satisfaction of customary closing conditions.
This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any securities, nor shall there be any offer, solicitation or sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
This press release contains information about the pending offerings of the Notes, and there can be no assurance that any of the offerings will be completed.