GUELPH, ON, Sept. 11, 2020 /PRNewswire/ -- 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.
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.