T1 Energy Inc. (NYSE: TE) has announced a private placement deal to raise $120 million by issuing 4.75% convertible senior notes that are scheduled to mature in 2031. The offering is set to conclude on July 31, 2026, once routine closing requirements are fulfilled. The funds will support the development of infrastructure, procurement of production equipment, and other general corporate needs.
The total proceeds from the sale will be used to advance Phase 1 of the G2_Austin solar cell manufacturing facility. Additional portions will also be directed toward supporting operations and broader company initiatives as necessary.
A bridge to comprehensive funding
The financing is intended to act as a bridge to a more comprehensive financial strategy that will include a major debt component. This approach is meant to cover the remaining capital costs required to complete Phase 1 of the G2_Austin project.
These notes will be senior unsecured obligations of T1, with interest payments due semi-annually, in arrears, on February 1 and August 1 each year. The first interest payment is scheduled for February 1, 2027, and the maturity date is August 1, 2031, unless the notes are repurchased, redeemed, or converted earlier.
Conversion rules and terms
Before May 1, 2031, holders will be able to convert their notes under certain predefined conditions. Starting from May 1, 2031, and continuing until the business day immediately before the maturity date, conversion will be permitted at the discretion of the holders.
T1 has the flexibility to settle conversions using either cash, shares of its common stock, or a combination of both. The initial conversion rate has been set at 224.0143 shares per $1,000 principal, equivalent to roughly $4.46 per share. This conversion price is 20% higher than the company’s stock price of $3.72 as reported on July 29, 2026.
In the event of a 'make-whole fundamental change' as outlined in the indenture, T1 may temporarily increase the conversion rate for a specific period for any holder who chooses to convert their notes in connection with such a change.
Redemption and repurchase details
The company will not be eligible to redeem the notes before August 6, 2029. Beginning on that date, T1 can choose to redeem the notes in full or in part, but only if certain stock price conditions are met.
If the last reported stock price equals or exceeds 130% of the conversion price on at least 20 trading days within a 30-day period, the company is allowed to issue a redemption notice.
In the case of a 'fundamental change' as defined in the indenture, holders can require T1 to repurchase their notes for the principal amount, plus any accrued and unpaid interest up to that point.
T1 emphasized that the notes and any shares of common stock issued following conversion are not currently registered under the Securities Act of 1933. The offering is directed at qualified institutional buyers, which allows it to bypass registration requirements. The company also intends to file a registration statement for the notes, but they will remain unregistered until the registration process is finalized.
The company has also noted that the notes and related common stock will not be registered under the Securities Act, state securities laws, or any other applicable securities regulations. Unless registered, these securities cannot be offered or sold in the United States without registration or an applicable exemption.
T1 has committed to filing a registration statement with the U.S. regulatory body for the notes and any common stock that may be issued as a result of conversions. Until such registration is completed, the securities will remain unregistered and subject to the restrictions associated with unregistered offerings.
These terms and conditions are designed to provide both the company and the investors with a clear understanding of the obligations and rights associated with the notes. The structure allows for flexibility in financing the growth of the G2_Austin facility while meeting the expectations of the investors in the offering.