LDK Solar Co., Ltd. announced that it has commenced an offer to exchange (the "Exchange Offer") up to $300 million in aggregate principal amount (the "Exchange Offer Amount") of its currently outstanding 4.75% Convertible Senior Notes due 2013 (CUSIP Nos. 50183L AA 5 and 50183L AB 3) (the "Existing Notes") for an equal aggregate principal amount of a newly issued class of 4.75% Convertible Senior Notes due 2013 (the "New Notes") and cash in an amount not greater than $85 nor less than $60 (the "Cash Consideration" and, together with the New Notes, the "Exchange Consideration").
LDK Solar is conducting the Exchange Offer in order to reduce the aggregate principal amount of its outstanding Existing Notes under which holders may require LDK Solar to repurchase all or a portion of their Existing Notes on April 15, 2011 prior to maturity.
The Exchange Offer is not conditioned on the tender of any minimum aggregate principal amount of Existing Notes. The Exchange Offer is, however, subject to certain other conditions.
For each $1,000 principal amount of Existing Notes, holders will receive $1,000 principal amount of New Notes plus the Cash Consideration. The amount of Cash Consideration will be determined by the modified "Dutch Auction" procedure described in the Exchange Offer Memorandum dated November 24, 2010. In addition, holders of Existing Notes whose Existing Notes are accepted for exchange in the Exchange Offer will be paid cash in an amount equal to the accrued and unpaid interest on the Existing Notes up to, but excluding, the settlement date of the Exchange Offer.
As of November 24, 2010, approximately $395 million in aggregate principal amount of the Existing Notes were outstanding.
LDK Solar is relying on Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act"), to exempt the New Notes portion of the Exchange Consideration from the registration requirements of the Securities Act.
LDK Solar is also relying on Section 18(b)(4)(C) of the Securities Act to exempt the New Notes portion of the Exchange Consideration from the registration and qualification requirements of the state securities laws. LDK Solar has no contract, arrangement or understanding relating to, and will not, directly or indirectly, pay any commission or other remuneration to any broker, dealer, salesperson, agent or any other person for soliciting tenders of Existing Notes in the Exchange Offer.
The portion of the Exchange Consideration consisting of the Cash Consideration will be paid for with cash on hand.
The Exchange Offer is subject to the terms and conditions set forth in a Schedule TO (including the Exchange Offer Memorandum and related Letter of Transmittal) to be filed by LDK Solar with the Securities and Exchange Commission ("SEC") today.
The Exchange Offer is scheduled to expire at 11:59 p.m., New York City time, on Wednesday, December 22, 2010, unless the Exchange Offer is extended. Tendered Existing Notes may be withdrawn at any time on or prior to the expiration date of the Exchange Offer.
If the amount of Existing Notes validly tendered and not properly withdrawn on or prior to the expiration date at or below the Cash Consideration exceeds the Exchange Offer Amount, LDK Solar will accept for payment the Existing Notes that are validly tendered and not properly withdrawn from the Exchange Offer at or below the Cash Consideration on a pro rata basis from among such tendered Existing Notes. In all cases LDK Solar will make appropriate adjustments to avoid exchanges of Existing Notes in a principal amount other than an integral multiple of $1,000.
The financial advisor for the Exchange Offer is Piper Jaffray & Co., the information agent for the Exchange Offer is Georgeson Inc. and the exchange agent for the Exchange Offer is The Bank of New York Mellon.
Exchange Offer Statement
This press release is for informational purposes only and is neither an offer to buy nor the solicitation of an offer to sell, any securities. The full details of the Exchange Offer, including complete instructions on how to tender the Existing Notes, are included in the Exchange Offer Memorandum dated November 24, 2010, the related Letter of Transmittal and related materials, which are expected to be delivered to holders of the Existing Notes shortly. Holders of the Existing Notes should read carefully the Exchange Offer Memorandum, the Letter of Transmittal and other related materials when they are available because they will contain important information regarding the Exchange Offer. Holders of Existing Notes may obtain free copies of the Exchange Offer Memorandum, the Letter of Transmittal and other related materials when filed with the SEC at the SEC’s website at www.sec.gov. In addition, holders may also obtain a copy of these documents, free of charge, from Georgeson Inc., the information agent for the Exchange Offer.
Holders of the Existing Notes who have questions or would like additional copies of the Exchange Offer documents may call the information agent at (888) 337-7699. Banks and brokerage firms may call (212) 616-2180.
While LDK Solar's board of directors has approved the Exchange Offer, neither LDK Solar nor any member of its board of directors, the financial advisor, the information agent or the exchange agent makes any recommendation to holders of the Existing Notes as to whether to exchange or refrain from exchanging any Existing Notes, or as to the Cash Consideration at which holders may choose to exchange their Existing Notes. Neither LDK Solar nor any member of its board of directors, the financial advisor, the information agent or the exchange agent has authorized any person to make any recommendation with respect to the Exchange Offer. Holders of the Existing Notes must make their own decision as to whether to exchange their Existing Notes and, if so, the aggregate principal amount of Existing Notes to exchange and the Cash Consideration at which to exchange such Existing Notes. In doing so, holders of the Existing Notes should consult their own investment and tax advisors, and read carefully and evaluate the information in the Exchange Offer Memorandum and the related Letter of Transmittal, before making any decision with respect to the Exchange Offer.