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May 14, 2014 /PRNewswire/ -- TAL Education Group(NYSE: XRS) ("TAL" or the "Company"), a leading K-12 after-school tutoring services provider in
China, today announced that it proposes to offer up to
US$200 million in aggregate principal amount of convertible senior notes due 2019 (the "Notes"), subject to market conditions. The conversion rate and other terms of the Notes have not been finalized and will be determined at the time of pricing of the offering. The Company intends to grant to the initial purchasers a 30-day option to purchase up to an additional
US$30 million principal amount of Notes. The Notes will be convertible into the Company's American Depositary Shares ("ADSs"), at the option of the holders, in integral multiples of
US$1,000 principal amount, at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. TAL will not have the right to redeem the Notes prior to maturity except for certain circumstances involving changes in the tax laws for the relevant taxing jurisdiction. Holders of the Notes will have the right to require the Company to repurchase for cash all or part of their Notes on May15, 2017 or upon the occurrence of certain fundamental changes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.
The Company expects to use a portion of the net proceeds from this offering to pay the cost of certain capped call transactions described below and the remaining net proceeds for strategic investments and for general corporate purposes. If the initial purchasers exercise their option to purchase additional Notes, TAL expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped call transactions.