SAN JOSE, Calif., July 19, 2007 /PRNewswire-FirstCall via COMTEX News Network/ -- SunPower Corporation (Nasdaq: SPWR), a Silicon Valley-based manufacturer of high efficiency, commercially-available solar cells, solar panels, and solar systems, today announced that it has filed preliminary prospectus supplements with the Securities and Exchange Commission relating to proposed public offerings of 2,450,000 shares of class A common stock and $175 million aggregate principal amount of senior convertible debentures, due 2027. The Company has the right to redeem the debentures beginning August 1, 2010. Holders of the debentures may require the Company to repurchase the notes on August 1, 2010, August 1, 2015, August 1, 2020 and August 1, 2025. SunPower intends to grant the underwriters of the proposed offering of class A common stock an option to purchase up to an additional 367,500 shares of class A common stock, and to grant to the underwriters of the proposed offering of debentures an option to purchase up to an additional $25 million aggregate principal amount of debentures.
The principal amount of the debentures will be convertible into cash, and amounts above the principal amount, if any, will be convertible into shares of SunPower's class A common stock or, at SunPower's option, cash. The interest rate, conversion rate, conversion price and other terms of the debentures will be determined at the time of the pricing of the offering. The debentures will be senior, unsecured obligations, ranking equally with all existing and future senior unsecured indebtedness of SunPower. 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 SunPower's subsidiaries.
Concurrently with this offering of the debentures, SunPower is offering 1,600,000 shares of its class A common stock, which will be lent by SunPower to 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 will be entitled to offer and sell such shares pursuant to the equity prospectus supplement and will agree to use the sale of such offered shares to facilitate the establishment of hedge positions by investors in the debentures offered and potentially other securities. CSI will receive all of the proceeds from the share lending arrangement. SunPower will not receive any of the proceeds from the share lending arrangement but will receive a nominal lending fee. The completion of the lending of shares pursuant to the share lending arrangement is conditioned on completion of the convertible debentures 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.
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.
We intend to use the net proceeds of the offerings for general corporate purposes, including working capital and capital expenditures for the expansion of our solar cell fab and panel manufacturing facilities. We may also use a portion of the proceeds to purchase or make prepayments for the purchase of raw materials, including polysilicon. We 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.
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, 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.
SOURCE SunPower Corporation
Julie Blunden, +1-408-240-5577, or Manny Hernandez, +1-408-240-5560, both of SunPower Corporation
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