SAN JOSE, Calif., Jul. 26, 2007 /PRNewswire/ -- SunPower Corporation (NASDAQ: SPWR), a Silicon Valley-based manufacturer of high-efficiency solar cells, solar panels and solar systems, today announced the pricing of its public offering of 2.45 million shares of class A common stock at $64.50 per share, and the pricing of its $200 million aggregate principal amount of 0.75 percent senior convertible debentures due in 2027. SunPower has also granted to the underwriters of the offering of class A common stock an option to purchase up to an additional 245,000 shares of class A common stock and the underwriters of the offering of debentures 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 0.75 percent per year, payable on February 1 and August 1 of each year, commencing on February 1, 2008. The debentures will mature on August 1, 2027. Holders may require SunPower to repurchase all or a portion of their debentures on each of August 1, 2010, August 1, 2015, August 1, 2020, and August 1, 2025, or if SunPower is involved in 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 percent 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 August 1, 2010 for cash at a redemption price equal to 100 percent 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 principal amount of their debentures into cash and, with respect to any amounts in excess of the principal amount, at SunPower's option, additional cash or shares of SunPower's class A common stock initially at a conversion rate of 12.1599 shares (equivalent to an initial conversion price of approximately $82.2375 per share) per $1000 principal amount of debentures, 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 offerings of shares and debentures is expected to occur on July 31, 2007, and will be subject to the satisfaction of various customary closing conditions.
Credit Suisse Securities (USA) LLC and Lehman Brothers Inc. will act as joint book-running managers for the common stock offering and the convertible debenture offering, and Deutsche Bank Securities, Morgan Stanley & Co. Incorporated and Cowen and Company will serve as co-managers.
SunPower intends to use the net proceeds of the offerings for general corporate purposes, including working capital and capital expenditures for the expansion of its solar cell fabrication and panel manufacturing facilities. SunPower may also use a portion of the proceeds to purchase or make prepayments for the purchase of raw materials, including polysilicon. SunPower may also use a portion of the proceeds for the acquisition of, or investment in, complementary businesses, technologies or other assets, or to invest in joint ventures.
Concurrently with the debenture offering, SunPower is offering 1,800,000 shares of its class A common stock, all of which will be borrowed by Credit Suisse International, or CSI, an affiliate of Credit Suisse Securities (USA) LLC, pursuant to a share lending agreement among SunPower, Credit Suisse Securities (USA) LLC and CSI. Under that agreement, CSI is entitled to offer and sell such shares pursuant to the equity prospectus supplement and accompanying prospectus, and has agreed to use the sale of such offered shares to facilitate the establishment of hedge positions by investors in the debentures offered, SunPower's 1.25 percent convertible debentures issued in February and potentially other securities SunPower may issue in the future. Up to 400,000 of the shares being borrowed may be used to facilitate such transactions on a delayed basis at any time prior to the termination of the share lending agreement. SunPower will not receive any of the proceeds from the share lending agreement but will receive a nominal lending fee. The completion of the lending of shares pursuant to the share lending agreement is conditioned on the completion of the convertible debentures offering. SunPower expects that delivery of the shares of class A common stock pursuant to the share lending arrangement will be made concurrently with the closing of the debenture offering.
While the borrowed shares will be considered issued and outstanding for corporate law purposes, because the shares lent pursuant to that agreement must be returned to SunPower prior to August 1, 2027, the company believes that under U.S. generally accepted accounting principles currently in effect, the borrowed shares will not be considered outstanding for the purpose of computing and reporting 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. Prospective investors should read the prospectus, prospectus supplements, the registration statement and other documents SunPower has filed with the SEC for more complete information about SunPower and this offering. These documents are available at no charge by visiting EDGAR on the SEC Web site at http://www.sec.gov/. Alternatively, a prospectus and prospectus supplement for the class A common stock offering may be obtained by contacting the prospectus department of Credit Suisse Securities (USA) LLC, One Madison Avenue, New York, NY 10010, (tel: 1 800-221-1037) and a prospectus and prospectus supplement for the convertible debenture offering may be obtained by contacting the prospectus department of Lehman Brothers, c/o Broadridge Integrated Distribution Services, 1155 Long Island Avenue, Edgewood, NY 11717, firstname.lastname@example.org, (fax): 631-254-7140.
NOTE: This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the offering and its anticipated closing, the use of the net proceeds from the offering and the belief that the borrowed shares will not be considered outstanding for the purpose of computing and reporting 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 offering, or 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 year ended December 31, 2006, its quarterly report on Form 10-Q for the quarter ended March 31, 2007 and in the registration statement.
SunPower is a registered trademark of SunPower Corp. All other trademarks are the property of their respective owners.
First Call Analyst:
SOURCE: SunPower Corporation
CONTACT: Julie Blunden, +1-408-240-5577, or Manny Hernandez,
+1-408-240-5560, both of SunPower Corporation