Chinese Solar Company in Convertible Note and ADS Offering

Cleary Gottlieb represented Credit Suisse Securities (USA) LLC as initial purchaser in a Rule 144A offering of $54.5 million aggregate principal amount of Convertible Senior Notes due 2013 by China Sunergy Co., Ltd. Cleary Gottlieb also advised Credit Suisse as the underwriter in a concurrent SEC-registered offering of 4,431,000 American Depositary Shares (ADS), which were issued pursuant to an ADS lending agreement between China Sunergy and an affiliate of Credit Suisse. The notes offering, including full exercise of the related over-allotment option, and the ADS offering closed simultaneously on July 1.

Because the ADS offering was conducted pursuant to an ADS lending agreement, China Sunergy received only a nominal ADS lending fee from that offering. The ADS offering facilitated the notes offering, though, by making ADSs available for hedges by investors purchasing notes.

China Sunergy is a leading manufacturer of solar cell products in China. China Sunergy sells solar cell products to Chinese and overseas module manufacturers and system integrators, who assemble solar cells into solar modules and solar power systems for use in various markets.