SPWR SunPower Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

SUNPOWER CORPORATION

(NAME OF SUBJECT COMPANY (ISSUER) AND FILING PERSON (AS OFFEROR))

0.875% SENIOR CONVERTIBLE DEBENTURES DUE 2021

(Title of Class of Securities)

867652 AJ8

with respect to the 0.875% Senior Convertible Debentures due 2021 held in book-entry form through DTC

867652 AH2

with respect to the 0.875% Senior Convertible Debentures due 2021 held by Total Solar INTL SAS

(CUSIP Number of Class of Securities)

Kenneth Mahaffey, Esq.

Executive Vice President, General Counsel and Corporate Secretary

SunPower Corporation

51 Rio Robles

San Jose, California 95134

(408) 240-5500

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

Bradley C. Brasser

Jones Day

77 W. Wacker, Suite 3500

Chicago, Illinois 60601

(312) 782-3939

CALCULATION OF FILING FEE

Amount Previously Paid: Not applicable. Filing Party: Not applicable.

Form or Registration No.: Not applicable. Date Filed: Not applicable.

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

INTRODUCTORY STATEMENT

This Tender Offer Statement on Schedule TO (the “Schedule TO”) is filed by SunPower Corporation, a Delaware corporation (the “Company”), and relates to the offer (the “Offer”) by the Company to purchase any and all of its issued and outstanding 0.875% Senior Convertible Debentures due 2021 (the “Convertible Debentures”) for cash, at a purchase price equal to $1,000 per $1,000 principal amount of Convertible Debentures, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 24, 2020 (the “Offer to Purchase”) and the accompanying Letter of Transmittal (the “Letter of Transmittal”). The Company will also pay to each Holder who validly tenders the Convertible Debentures pursuant to the Offer all accrued and unpaid interest up to but excluding the date on which the Convertible Debentures are purchased. The Company’s obligation to accept for payment, and to pay for, any Convertible Debentures validly tendered and not validly withdrawn pursuant to the Offer is subject to satisfaction or waiver of all the conditions described in the Offer to Purchase and the Letter of Transmittal. This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This Schedule TO incorporates by reference certain sections of the Offer to Purchase specified below in response to Items 1 through 13, except those items to which information is specifically provided herein. The Offer to Purchase is filed as Exhibit (a)(1)(i) hereto. Capitalized terms used but not defined in this Schedule TO have the meanings ascribed to them in the Offer to Purchase.

Item 1. Summary Term Sheet.

The information set forth in the Offer to Purchase in the section entitled “Summary Term Sheet” is incorporated herein by reference.

Item 2. Subject Company Information

(a)    Name and Address. The issuer of the securities subject to the Offer is SunPower Corporation, a Delaware corporation, with its principal executive offices located at 51 Rio Robles, San Jose, California 95134; telephone number (408) 240-5500.

(b)    Securities. The subject class of securities is the Company’s 0.875% Senior Convertible Debentures due 2021. As of November 24, 2020, there was $301,583,000 aggregate principal amount of Convertible Debentures outstanding.

(c)    Trading Market and Price. The Convertible Debentures are not listed on any national securities exchange. There is no established trading market for trading in the Convertible Debentures. The common stock of the Company (the “Common Stock”), par value $0.001 per share, which may be issued upon conversion of the Convertible Debentures, trades on the NASDAQ Global Select Market under the symbol “SPWR.” The information set forth under “Market Information About the Convertible Debentures” in the Offer to Purchase is incorporated herein by reference.

Item 3. Identity and Background of Filing Person

(a)    Name and Address. This is an issuer tender offer made by the filing person and subject company, SunPower Corporation, a Delaware corporation, with its principal executive offices located at 51 Rio Robles, San Jose, California 95134; telephone number (408) 240-5500.

The following table sets forth the names of each of the executive officers, directors and controlling persons of the Company. The business address and telephone number of each person set forth below is c/o SunPower Corporation, 51 Rio Robles, San Jose, California 95134; telephone number (408) 240-5500, except for Total SE, whose business address and telephone number is Total SE, 2, place Jean Millier, La Défense 6, 92400 Courbevoie, France; telephone number 011-331-4744-4546.

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Item 4. Terms of the Transaction.

(a) Material Terms.

(i)     The information set forth in the Offer to Purchase in the sections entitled “Summary Term Sheet” and “Impact of the Offer on Rights of the Holders of the Convertible Debentures” is incorporated herein by reference.

(ii)-(iii)     The information set forth in the Offer to Purchase in the sections entitled “Summary Term Sheet,” “The Offer— Introduction,” “The Offer—Consideration; Accrued Interest” and “The Offer—Expiration Time; Extension; Amendment; Termination” is incorporated herein by reference.

(iv)     Not applicable.

(v)     The information set forth in the Offer to Purchase in the section entitled “The Offer—Expiration Time; Extension; Amendment; Termination” is incorporated herein by reference.

(vi)-(vii)    The information set forth in the Offer to Purchase in the sections entitled “Summary Term Sheet” and “Procedures for Tendering and Withdrawing Convertible Debentures” is incorporated herein by reference.

(viii)     The information set forth in the Offer to Purchase in the sections entitled “Summary Term Sheet,” “Procedures for Tendering and Withdrawing Convertible Debentures—Withdrawal of Tenders; Absence of Appraisal Rights,” “Acceptance for Payment and Payment” and “Conditions to the Offer” is incorporated herein by reference.

(ix)     Not applicable.

(x)     The information set forth in the Offer to Purchase in the section entitled “Impact of the Offer on Rights of the Holders of the Convertible Debentures” and “Additional Considerations Concerning the Offer” is incorporated herein by reference.

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(xi)     The consideration the Company pays for any Convertible Debentures will extinguish the carrying value of the Convertible Debentures. The difference between the consideration and the net carrying amount of the Convertible Debentures will be recognized as a gain or loss on extinguishment in the Company’s consolidated statements of operations in the period in which the Convertible Debentures are repurchased.

(xii)     The information set forth in the Offer to Purchase in the sections entitled “Summary Term Sheet” and “Certain U.S. Federal Income Tax Considerations” is incorporated herein by reference.

(i)-(vii)     Not applicable.

(b)    Purchases. The information set forth in the Offer to Purchase in the section entitled “Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning the Convertible Debentures” is incorporated herein by reference. To the Company’s knowledge based on reasonable inquiry, other than the Convertible Debentures originally purchased by Total, no Convertible Debentures are owned by any officer, director or affiliate of the Company.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(e)    Agreements Involving the Subject Company’s Securities. The information set forth in the Offer to Purchase in the section entitled “Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning the Convertible Debentures” is incorporated herein by reference. The Company has entered into the following agreements relating to the Convertible Debentures and Common Stock:

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Item 6. Purposes of the Transaction and Plans or Proposals.

(a)    Purposes. The information set forth in the Offer to Purchase in the section entitled “The Offer—Purpose of the Transaction” is incorporated herein by reference.

(b)    Use of Securities Acquired. The information set forth in the Offer to Purchase in the section entitled “The Offer—Purpose of the Transaction” is incorporated herein by reference.

(c)    Plans. The information set forth in the Offer to Purchase including in “Additional Considerations Concerning the Offer – Treatment of Convertible Debentures Not Purchased in the Offer” is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration.

(a)    Source of Funds. The information set forth in the Offer to Purchase in the sections entitled “Summary Term Sheet” and “The Offer—Source and Amount of Funds” is incorporated herein by reference.

(b)    Conditions. Not applicable.

(d)    Borrowed Funds. Not applicable.

Item 8. Interest in Securities of the Subject Company.

(a)    Securities Ownership. The information set forth in the Offer to Purchase in the section entitled “Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning the Convertible Debentures—Securities Ownership” is incorporated herein by reference.

(b)    Securities Transactions. The information set forth in the Offer to Purchase in the section entitled “Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning the Convertible Debentures—Recent Securities Transactions” is incorporated herein by reference.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

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(a)    Solicitations or Recommendations. The information set forth in the Offer to Purchase in the sections entitled “Dealer Manager, Information Agent and Depositary” and “Solicitation and Expenses” is incorporated herein by reference. None of the Company, its management or board of directors (or committee thereof), the Dealer Manager, the information agent or the depositary is making any recommendation as to whether Holders of the Convertible Debentures should tender such Convertible Debentures in the Offer.

Item 10. Financial Statements.

Not applicable.

Item 11. Additional Information.

Item 12. Exhibit Index.

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Item 13. Information Required by Schedule 13E-3.

Not applicable.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:        November 24, 2020

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