WUXI, China, Feb. 7 /Xinhua-PRNewswire/ -- Suntech Power Holdings Co., Ltd. (NYSE: STP) announced today that it intends, subject to market and other conditions, to offer an aggregate of US$300 million convertible senior notes due 2012, in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). In some circumstances, the notes will be convertible into, at Suntech's election, cash, American depositary shares ("ADSs") representing Suntech's ordinary shares or a combination of cash and ADSs. The interest rate, conversion price and other terms of the notes will be determined at the time of pricing of the offering. Suntech intends to grant to the initial purchasers a 30-day option to purchase up to an additional US$60 million of the convertible senior notes to cover over-allotments, if any.
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Suntech currently expects to use the net proceeds from the offering of the notes for the following purposes: approximately US$100 million to expand its manufacturing lines for the production of PV cells and modules and thin film modules and to enhance its research and development efforts; approximately US$50 million to purchase or prepay for raw materials; US$100 million to repay its one year, US$100 million-equivalent bridge loan it obtained in connection with its acquisition of MSK Corporation; and up to US$50 million for other general corporate purposes. Suntech will use any additional net proceeds received from the initial purchasers' exercise of their option to purchase additional notes for other general corporate purposes.
The convertible senior notes and Suntech's ordinary shares represented by the ADSs, if any, issuable upon conversion of the notes have not been registered under the Securities Act or the securities laws of any other jurisdiction. Suntech will file a shelf registration statement for resale of the notes and Suntech's ordinary shares represented by the ADSs, if any, issuable upon conversion of the notes and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act by the 240th day after the notes are issued. Unless they are registered, these notes may be offered or sold only in transactions that are exempt from registration under the Securities Act and the securities laws of any other jurisdiction.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the notes will be made only by means of a private offering memorandum.
Forward Looking Statements
This press release contains forward-looking statements. The matters discussed herein, including Suntech's intention to complete the notes offering, are based on current management expectations. Completion of the proposed notes offering is subject to market conditions and other factors.
