JinkoSolar in ADS Offering and Concurrent Private Placement

May 17, 2019

Cleary Gottlieb represented JinkoSolar Holding Co. Ltd. (JinkoSolar) in connection with a SEC-registered follow-on equity offering of 4.063 million American depositary shares (ADS), each representing four ordinary shares of the company, at $16 per ADS, and concurrent private placement of $85 million convertible senior notes due 2024.

The ADS offering and concurrent private placement closed on May 17, 2019.

The ADSs were offered and sold pursuant to a shelf registration statement on Form F-3. The company granted the underwriters a 30-day option to purchase up to 609,375 additional ADSs, which was exercised in full. Credit Suisse and Barclays Capital acted as joint bookrunners for the ADS offering. Roth Capital Partners was co-manager for the ADS offering.

The convertible senior notes were offered to non-U.S. persons in reliance on Regulation S. Credit Suisse was the placement agent of the concurrent private placement.

In connection with the concurrent issuance of the notes, the company has entered into a zero-strike call option transaction with an affiliate of Credit Suisse, having an expiration date of July 28, 2021.

JinkoSolar is one of the largest and most innovative solar module manufacturers in the world. Its ADSs are listed on the New York Stock Exchange.