JA Solar Closes Concurrent Offerings of $400 Million of Senior Convertible Notes and Up to 13,125,520 Borrowed American Depositary Shares
Tuesday, May 20, 2008 8:32 AM
Symbols: JASO
The capped call transactions are expected to reduce the potential dilution upon conversion of the notes.

In connection with hedging the capped call transactions, JA Solar has been advised by the counterparties that they or their affiliates expect to enter into various over-the-counter cash settled derivative transactions with respect to the ADSs concurrently with or shortly after the pricing of the notes and to purchase ADSs in secondary market transactions shortly after the pricing of the notes. These activities could have the effect of increasing or preventing a decline in the price of the ADSs or the notes concurrently with or following the pricing of the notes. In addition, JA Solar has been advised by the counterparties that they or their affiliates expect to modify or unwind their hedge positions by purchasing or selling ADSs in secondary market transactions and/or entering into or unwinding various derivative transactions prior to maturity of the notes (including during any conversion period related to the conversion of the notes). These activities could have the effect of increasing, preventing a decline in or adversely impacting the price of the ADSs or the notes.

In connection with the notes offering and the entry into the capped call transactions, JA Solar entered into ADS lending agreements with affiliates of the joint-book running managers of the notes offering (the "ADS borrowers"), pursuant to which JA Solar on May 19, 2008 loaned 13,125,520 ADSs to the ADS borrowers. Concurrently with the offering of notes, the ADS borrowers sold borrowed ADSs pursuant to a separate prospectus supplement (the "ADS prospectus supplement"). 6,590,312 of the borrowed ADSs were sold on May 19, 2008 at $23.00 per ADS and the remaining borrowed ADSs will be subsequently sold at prevailing market prices at the time of sale or at negotiated prices.

The ADS borrowers will receive all of the proceeds from the sale of the borrowed ADSs. JA Solar will not receive any of the proceeds from the sale of the borrowed ADSs, but received a nominal lending fee for the use of the borrowed ADSs. The sale of the borrowed ADSs is intended to facilitate privately negotiated transactions or short sales by which investors in the notes will hedge their investment in the notes and/or by which the counterparties will hedge the capped call transactions.

While the borrowed ADSs will be considered issued and outstanding for corporate law purposes, JA Solar believes that under U.S. GAAP currently in effect, the borrowed ADSs will not be considered outstanding for the purpose of computing and reporting earnings per ADS because the ADSs borrowed pursuant to the ADS lending agreements are required to be returned to JA Solar by May 15, 2013.

Lehman Brothers Inc. and Credit Suisse Securities (USA) LLC acted as joint book-running managers for the notes offering and the ADS offering, and Needham & Company, LLC and Piper Jaffray & Co.


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