SAN JOSE, Calif., Feb. 2, 2007 /PRNewswire/ -- SunPower Corporation (NASDAQ: SPWR), a Silicon Valley-based manufacturer of high efficiency, commercially available solar cells, solar panels and solar systems, today announced the pricing of its public offering of $175 million aggregate principal amount of 1.25% senior convertible debentures due 2027. SunPower has also granted the underwriters of such offering an option to purchase up to an additional $25 million aggregate principal amount of the debentures.
The debentures will bear interest at a rate of 1.25% per year, payable on February 15 and August 15 of each year, commencing August 15, 2007. The debentures will mature on February 15, 2027. Holders may require SunPower to repurchase all or a portion of their debentures on each of February 15, 2012, February 15, 2017 and February 15, 2022, or if SunPower experiences certain types of corporate transactions constituting a fundamental change. Any repurchase of the debentures pursuant to these provisions will be for cash at a price equal to 100% of the principal amount of the debentures to be repurchased plus accrued and unpaid interest. In addition, SunPower may redeem some or all of the debentures on or after February 15, 2012 for cash at a redemption price equal to 100% of the principal amount of the debentures to be redeemed plus accrued and unpaid interest.
Holders of the debentures may, under certain circumstances at their option, convert the debentures into cash and, if applicable, shares of SunPower's class A common stock initially at a conversion rate of 17.6211 shares (equivalent to an initial conversion price of approximately $56.75 per share), at any time on or prior to the close of business on the business day immediately preceding the maturity date. The applicable conversion rate will be subject to customary adjustments in certain circumstances.
The debentures will be senior, unsecured obligations of SunPower, ranking equally with all existing and future senior unsecured indebtedness of SunPower. The debentures will be effectively subordinated to SunPower's secured indebtedness to the extent of the value of the related collateral and structurally subordinated to indebtedness and other liabilities of SunPower's subsidiaries.
Closing of the public offering is expected to occur on February 7, 2007, and will be subject to satisfaction of various customary closing conditions.
Lehman Brothers Inc. and Credit Suisse Securities (USA) LLC are acting as joint book-running managers for the debenture offering. Deutsche Bank Securities Inc. will act as joint lead manager for the debenture offering, with Cowen and Company, LLC, First Albany Capital Inc. and ThinkEquity Partners LLC serving as co-managers.
SunPower intends to use the net proceeds of the offering for general corporate purposes, including working capital and capital expenditures.
Concurrently with the debenture offering, SunPower is offering up to 2,947,132 shares of its class A common stock, all of which are being borrowed by an affiliate of Lehman Brothers Inc. pursuant to a share lending agreement among SunPower, Lehman Brothers Inc. and such affiliate. Under the share lending agreement, such affiliate of Lehman Brothers Inc. is entitled to offer and sell such shares of class A common stock pursuant to the registration statement filed by SunPower with the Securities and Exchange Commission related to the debenture and common stock offerings, and has agreed to use the sale of such offered shares to facilitate the establishment of hedge positions by investors in the debenture offering. SunPower will not receive any proceeds from the common stock offering but will receive a nominal lending fee. Up to 1 million of these shares may be resold by Lehman Brothers Inc. or one of its affiliates at its discretion from time to time following the debenture offering and initial sale of class A common stock. The completion of the share lending arrangement and the common stock offering are conditioned on completion of the debenture offering. SunPower expects that delivery of the shares of class A common stock pursuant to the common stock offering will be made concurrently with the closing of the debenture offering.
While the borrowed shares under the share lending agreement will be considered issued and outstanding for corporate law purposes, because the borrowed shares must be returned to SunPower prior to February 15, 2027, SunPower believes that under U.S. generally accepted accounting principals currently in effect, the borrowed shares will not be considered outstanding for the purpose of computing and reporting SunPower's earnings per share.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
A registration statement relating to these securities (including a prospectus and two prospectus supplements) has been filed with the Securities and Exchange Commission. Before you invest, you should read the prospectus and the prospectus supplements in that registration statement and other documents SunPower has filed with the Securities and Exchange Commission for more complete information about SunPower and the debenture and common stock offerings. You may get these documents for free by visiting EDGAR on the SEC Web Site at http://www.sec.gov/. Alternatively, a prospectus and a prospectus supplement for both the debenture offering and the common stock offering may be obtained by contacting the prospectus department of Lehman Brothers, c/o ADP Financial Services, Integrated Distribution Services, 1155 Long Island Avenue, Edgewood, NY 11717, Monica_Castillo@adp.com (fax: 631-254-7268), or, for the debenture offering, the prospectus department of Credit Suisse, One Madison Avenue, New York, NY 10010 (tel: 1-800-221-1037).
NOTE: This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the debenture offering and the common stock offering, the use of the net proceeds from the debenture offering and SunPower's belief that the borrowed shares under the share lending agreement will not be considered outstanding for the purpose of computing and reporting SunPower's earnings per share. These forward-looking statements involve risks and uncertainties. Factors that could cause actual events to differ materially from those predicted in such forward-looking statements include market conditions, potential fluctuations in SunPower's stock price, management's broad discretion over the use of the net proceeds of the debenture offering and changes in U.S. generally accepted accounting principles or in their interpretation. Certain of these risks and others are detailed from time to time in SunPower's periodic reports filed with the Securities and Exchange Commission, including, but not limited to, its annual report on Form 10-K for the fiscal year ended December 31, 2005 and its quarterly reports on Form 10-Q for the quarters ended April 2, 2006, July 2, 2006 and October 1, 2006 and in the registration statement on Form S-3ASR filed by SunPower with the Securities and Exchange Commission relating to the debenture and common stock offerings.
SunPower is a registered trademark of SunPower Corporation. All other trademarks are the property of their respective owners.
SOURCE: SunPower Corporation
CONTACT: Julie Blunden, +1-408-240-5577, or Manny Hernandez,
+1-408-240-5574, both of SunPower Corporation
Web site: http://www.sunpowercorp.com/