GUELPH, Ontario, Sept. 9,
2020 /PRNewswire/ -- Canadian Solar Inc. (NASDAQ: CSIQ) (the
"Company", or "Canadian Solar"), one of the world's largest solar
power companies, today announced the proposed offering, subject to
market and other conditions, 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 intends to grant the initial
purchasers in the proposed 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 proposed 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 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. 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.
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
interest rate, initial conversion rate and other terms of the Notes
are to be determined upon pricing of the proposed offering.
The Notes will be 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.
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.
About Canadian Solar Inc.
Canadian Solar was founded in 2001 in Canada and is one of the world's largest solar
power companies. It is a leading manufacturer of solar photovoltaic
modules and provider of solar energy solutions and has a
geographically diversified pipeline of utility-scale solar power
projects in various stages of development. Over the past 19 years,
Canadian Solar has successfully delivered over 46 GW of
premium-quality, solar photovoltaic modules to customers in over
150 countries. Canadian Solar is one of the most bankable companies
in the solar industry, having been publicly listed on NASDAQ since
2006. For additional information about the Company, follow Canadian
Solar on LinkedIn or visit www.canadiansolar.com.
Safe Harbor/Forward-Looking Statements
Certain statements in this press release are forward-looking
statements that involve a number of risks and uncertainties that
could cause actual results to differ materially. These statements
are made under the "Safe Harbor" provisions of the U.S. Private
Securities Litigation Reform Act of 1995. In some cases, you can
identify forward-looking statements by such terms as "believes,"
"expects," "anticipates," "intends," "estimates," the negative of
these terms, or other comparable terminology. Factors that could
cause actual results to differ include general business and
economic conditions and the state of the solar industry;
governmental support for the deployment of solar power; future
available supplies of high-purity silicon; demand for end-use
products by consumers and inventory levels of such products in the
supply chain; changes in demand from significant customers; changes
in demand from major markets such as Japan, the U.S., India and China; changes in customer order patterns;
changes in product mix; capacity utilization; level of competition;
pricing pressure and declines in average selling prices; delays in
new product introduction; delays in utility-scale project approval
process; delays in utility-scale project construction; delays in
the completion of project sales; continued success in technological
innovations and delivery of products with the features customers
demand; shortage in supply of materials or capacity requirements;
availability of financing; exchange rate fluctuations; litigation
and other risks as described in the Company's SEC filings,
including its annual report on Form 20-F filed on
April 28, 2020. Although the Company believes that the
expectations reflected in the forward-looking statements are
reasonable, it cannot guarantee future results, level of activity,
performance, or achievements. Investors should not place undue
reliance on these forward-looking statements. All information
provided in this press release is as of today's date, unless
otherwise stated, and Canadian Solar undertakes no duty to update
such information, except as required under applicable law.
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SOURCE Canadian Solar Inc.