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SunPower Prices Offerings of 9,000,000 Shares of Class A Common Stock and $200 Million of Senior Convertible Debentures

SAN JOSE, Calif., April 28, 2009 /PRNewswire-FirstCall via COMTEX News Network/ -- SunPower Corp. (Nasdaq: SPWRA; SPWRB), a Silicon Valley-based provider of high efficiency solar cells, solar panels, and solar systems, today announced the pricing of its public offering of 9,000,000 shares of class A common stock at $22.00 per share, and the pricing of its $200 million aggregate principal amount of 4.75% senior convertible debentures due 2014. SunPower has also granted the underwriters an overallotment option with respect to an additional 1,350,000 shares of class A common stock and an additional $30.0 million aggregate principal amount of senior convertible debentures. The aggregate net proceeds from the sale of the debentures and the shares of class A common stock being offered are expected to be approximately $363.1 million, after deducting the underwriters' discounts and estimated offering expenses payable by the company (including the cost of certain convertible hedge and warrant transactions entered into in connection with the debenture offering), assuming the underwriters do not exercise their option to purchase additional debentures or shares of class A common stock.

The senior convertible debentures will bear interest at a rate of 4.75% per year, payable on April 15 and October 15 of each year, commencing on October 15, 2009. The debentures will mature on April 15, 2014. Holders may require the company to repurchase all or a portion of their debentures upon a fundamental change (as defined in the applicable prospectus supplement) at a cash repurchase price equal to 100% of the principal amount plus accrued and unpaid interest. SunPower may not redeem the debentures prior to the maturity date.

The senior convertible debentures are convertible into shares of SunPower's class A common stock initially at a conversion rate of approximately 37.88 shares (equivalent to an initial conversion price of $26.40 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 may adjust in certain circumstances, including upon a fundamental change. Additional details are available in the prospectus and the applicable prospectus supplement to which this communication relates, which are filed with the SEC.

The debentures will be SunPower's senior unsecured obligations and will rank equal in right of payment with all of its existing and future senior unsecured indebtedness. The debentures will be effectively subordinated to the company's secured indebtedness to the extent of the value of the related collateral and structurally subordinated to indebtedness and other liabilities of our subsidiaries.

Closing of the public offerings of shares and debentures is expected to occur on May 4, 2009. The closing of each offering is not contingent on the other.

Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. are serving as joint book-running managers for the offerings. Lazard Capital Markets, Barclays Capital Inc., Piper Jaffray & Co., Wachovia Capital Markets, LLC, and SL Hare Capital, Inc. will serve as co-managers.

SunPower intends to use the net proceeds for general corporate purposes, including working capital and capital expenditures as well as for the purposes described below. From time to time, it will evaluate potential acquisitions and strategic transactions of business, technologies, or products, and may use a portion of the net proceeds for such acquisitions or transactions. Currently, however, the company does not have any agreements with respect to any such material acquisitions or strategic transactions. If the underwriters exercise their overallotment option with respect to the senior convertible debentures, SunPower intends to use a portion of the proceeds therefrom to increase the size of the convertible note hedge transactions and for general corporate purposes, and may also sell additional warrants.

Excluding any exercise of the overallotment option, SunPower intends to use approximately $23 million of the proceeds from these offerings to pay the cost of the convertible debenture hedge and warrant transactions. SunPower may use a portion of the proceeds from these offerings to repurchase some of its outstanding 1.25% debentures or 0.75% debentures. The company expects that holders of its outstanding 1.25% debentures or 0.75% debentures from whom it may repurchase such debentures (which holders may include one or more of the underwriters), may have outstanding short hedge positions in its class A common stock relating to such debentures. Upon repurchase, SunPower expects that such holders will unwind or offset those hedge positions by purchasing class A common stock in secondary market transactions, including purchases in the open market, and/or entering into various derivative transactions with respect to our class A common stock. These activities could have the effect of increasing, or preventing a decline in, the market price of our class A common stock. The effect, if any, of any of these transactions and activities on the market price of its class A common stock or the debentures will depend in part on market conditions and cannot be ascertained at this time, but may be material.

A registration statement has been filed, and separate prospectus supplements for each of the class A common stock and the 4.75% senior convertible debentures due 2014 will be filed, with the Securities and Exchange Commission. Prospective investors should read the applicable prospectus supplement and accompanying prospectus included in that registration statement and other documents SunPower has filed with the SEC for more complete information about the company and these offerings. These documents are or will be available at no charge by visiting EDGAR on the SEC Web site at http://www.sec.gov. Alternatively, the prospectus, the class A common stock prospectus supplement and the 4.75% senior convertible debenture due 2014 prospectus supplement may be obtained from Credit Suisse Securities (USA) LLC, One Madison Avenue, New York, NY 10010, (tel): 1 800-221-1037 and/or Deutsche Bank Securities Inc. Attention: Prospectus Department, 100 Plaza One, Jersey City, New Jersey 07311, (tel): 1 800-503-4611.

This announcement is neither an offer to sell nor a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The offerings of these securities are being made only by means of applicable prospectus supplements and the related prospectus. The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the registration statement, the prospectus contained therein or the applicable prospectus supplement.

NOTE: This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements that do not represent historical facts and may be based on underlying assumptions. The company uses words such as "may," "will," "should," "could," "would," "expect," "estimate," and similar expressions to identify forward-looking statements, including forward-looking statements regarding: (a) the offerings and whether they will be completed; (b) the use of proceeds from the offerings; and (c) the effects of the related debenture hedge and warrant transactions, including their effect on our stock price. Such forward-looking statements are based on information available to the company as of the date of this release and involve a number of risks and uncertainties, some beyond the company's control, that could cause actual results to differ materially from those anticipated by these forward-looking statements, including risks and uncertainties such as: (i) market conditions; (ii) the behavior of our hedge counterparties; (iii) potential fluctuations in SunPower's stock price; (iv) management's broad discretion over the use of the net proceeds of the offering; (v) changes in U.S. generally accepted accounting principles or in their interpretation; and (vi) other risks described in the company's Annual Report on Form 10-K for the year ended December 28, 2008, and other filings with the Securities and Exchange Commission. These forward-looking statements should not be relied upon as representing the company's views as of any subsequent date, and the company is under no obligation to, and expressly disclaims any responsibility to, update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

SunPower is a registered trademark of SunPower Corp. All other trademarks are the property of their respective owners.

SOURCE SunPower Corp.


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