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SunPower Announces Offering of $130 Million of Convertible Senior Debentures and Share Lending Arrangement

SAN JOSE, Calif., Jan 29, 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 a registration statement with the Securities and Exchange Commission relating to a proposed offering of $130 million aggregate principal amount of senior convertible debentures, due 2027. SunPower intends to grant the underwriters of the proposed offering an option to purchase up to an additional $19.5 million aggregate principal amount of senior convertible debentures.

The debentures will be convertible into cash and, if applicable, shares of SunPower's class A common stock. 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 our secured indebtedness to the extent of the value of the related collateral and structurally subordinated to indebtedness and other liabilities of our subsidiaries.

Concurrently with this offering of the debentures, SunPower is offering an unspecified number shares of its class A common stock by means of a separate prospectus supplement. SunPower expects that delivery of this class A common stock will be made concurrently with the closing of the debenture offering. The shares of class A common stock to be sold in that offering will be lent by SunPower to an affiliate of Lehman Brothers Inc. pursuant to a share lending agreement among SunPower, Lehman Brothers Inc. and such affiliate. Under that agreement, such affiliate of Lehman Brothers Inc. will be entitled to offer and sell such shares pursuant to the registration statement and will agree to use the sale of such offered shares to facilitate the establishment of hedge positions by investors in the debentures offered in the offering. Such affiliate of Lehman Brothers Inc. will receive all of the proceeds from all such common stock offerings and lending transactions. SunPower will not receive any of the proceeds from such common stock offering, but will receive a nominal lending fee. The completion of the share lending arrangement and the common stock offering are 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 us prior to February 15, 2027, we believe 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.

Lehman Brothers and Credit Suisse will act as joint book-running managers for the convertible debenture offering and Deutsche Bank Securities will act as joint-lead manager, and Cowen and Company, First Albany Capital, and ThinkEquity Partners LLC will serve as co-managers.

SunPower anticipates that it will use the net proceeds from the convertible debenture offering for general corporate purposes, including working capital and capital expenditures.

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 prospectus supplement in that registration statement and other documents SunPower has filed with the SEC for more complete information about SunPower and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at http://www.sec.gov . Alternatively, a prospectus and prospectus supplement for both the convertible debenture offering and 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 convertible 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 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, 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, 2005, its quarterly reports on Forms 10-Q for the quarters ended March 31, 2006, June 30, 2006 and September 31, 2006 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


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