SAN JOSE, Calif., Nov. 24, 2020 /PRNewswire/ -- SunPower
Corporation (NASDAQ:SPWR) (the "Company"
or "SunPower") today announced a tender offer (the
"Offer") to purchase any and all of its outstanding 0.875%
Convertible Senior Debentures due 2021 (CUSIP No. 867652 AJ8) (the
"Convertible Debentures"). As of November 23, 2020, there were $301,583,000 aggregate principal amount of the
Convertible Debentures outstanding.
Upon the terms and subject to the conditions set forth in the
Company's Offer to Purchase, dated November
24, 2020 (the "Offer to Purchase") and in the related
Letter of Transmittal (the "Letter of Transmittal"), the
Company is offering to pay, in cash, an amount equal to
$1,000 for each $1,000 of principal amount of Convertible
Debentures tendered, plus accrued and unpaid interest up to, but
not including, the date of payment for the Convertible Debentures
accepted in the Offer. The Offer will expire at 12:00 midnight,
New York City time (the last
minute of the day), on December 22,
2020, unless extended or earlier terminated (such date and
time, as the same may be extended, the "Expiration
Time").
The Offer is not conditioned on any minimum amount of
Convertible Debentures tendered, but is conditioned upon the
satisfaction of certain customary conditions, as more fully
described in the Offer to Purchase and Letter of
Transmittal. The Company expressly reserves the right for any
reason, subject to applicable law, to extend, abandon, terminate or
amend the Offer. Any Convertible Debentures purchased pursuant
to the Offer will be cancelled, and those Convertible Debentures
will cease to be outstanding.
Subject to the satisfaction or waiver of the conditions to the
Offer, Convertible Debentures that have been validly tendered and
not validly withdrawn at or prior to the Expiration Time will be
accepted for purchase promptly following the Expiration
Time. The Company expects to fund purchases of Convertible
Debentures tendered in the Offer with cash on hand, including the
cash proceeds from sales in the fourth quarter of 2020 of up to one
million of its shares of Enphase Energy, Inc. common stock.
As of the launch of this Offer, Total Solar INTL SAS, an
affiliate of Total SE, of which the Company is a majority-owned
subsidiary ("Total") held $193,561,000 principal amount of the Convertible
Debentures and has indicated that it will participate in the
Offer.
The complete terms and conditions of the Offer are set forth in
the Offer to Purchase and Letter of Transmittal that are being sent
to holders of the Convertible Debentures. Copies of the Offer to
Purchase and Letter of Transmittal may be obtained from the
Information Agent for the Offer, D.F. King & Co., Inc., by
calling (866) 856-3065 (toll-free), (212) 269-5550 (collect) or by
email at sunpower@dfking.com.
SunPower has retained BofA Securities, Inc. to act as sole
dealer manager in connection with the Offer. For questions
concerning the terms of the Offer, BofA Securities, Inc. may be
contacted by phone at (980) 387-9534 or by email at
debt_advisory@bofa.com.
Important Information Regarding the Tender Offer
This press release is for informational purposes only and is
neither an offer to buy nor the solicitation of an offer to sell
any or all of the Company's outstanding 0.875% Convertible Senior
Debentures due 2021. The Offer will be made solely by the
Offer to Purchase, Letter of Transmittal and related materials, as
they may be amended or supplemented. Holders of Convertible
Debentures should read the Company's Offer statement on Schedule TO
filed with the SEC in connection with the Offer, which will include
as exhibits the Offer to Purchase, Letter of Transmittal and
related materials, as well as any amendments or supplements to the
Schedule TO when they become available, because they will contain
important information. Each of these documents will be filed
with the SEC, and, when available, holders may obtain them for free
from the SEC at its website (www.sec.gov) or from the Company's
information agent in connection with the Offer.
This press release does not set forth all of the terms and
conditions of the Offer. Holders should carefully read the
Offer to Purchase, Letter of Transmittal and related materials, for
a complete description of all terms and conditions before making
any decision with respect to the Offer. None of the Company,
its management, its board of directors, its officers, the dealer
manager, the depositary, the information agent or the trustee with
respect to the Convertible Debentures, or any of their respective
affiliates, makes any recommendation that holders tender or refrain
from tendering all or any portion of the principal amount of their
Convertible Debentures, and no one has been authorized by any of
them to make such a recommendation. Holders must make their
own decision as to whether to tender their Convertible Debentures
and, if so, the principal amount of Convertible Debentures to
tender.
About SunPower
Headquartered in California's Silicon Valley, SunPower
(NASDAQ:SPWR) is a leading Distributed Generation Storage and
Energy Services provider in North
America. SunPower offers the only solar + storage solution
designed by one company that gives customers complete control over
energy consumption, delivering grid independence, resiliency during
power outages and cost savings to homeowners, businesses,
governments, schools and utilities. For more information, visit
www.sunpower.com.
Forward Looking Statements
This press release contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including, but not
limited to, statements regarding the anticipated tender offer,
including Total SE's participation therein and the source of funds
to be used for purchase. These forward-looking statements are based
on our current assumptions, expectations and beliefs and involve
substantial risks and uncertainties that may cause results,
performance or achievement to materially differ from those
expressed or implied by these forward-looking statements. Factors
that could cause or contribute to such differences include, but are
not limited to, challenges in executing transactions and managing
stakeholder relationships. A detailed discussion of these factors
and other risks that affect our business is included in filings we
make with the Securities and Exchange Commission (SEC) from time to
time, including our most recent reports on Form 10-K and Form 10-Q,
particularly under the heading "Risk Factors." Copies of these
filings are available online from the SEC or on the SEC Filings
section of our Investor Relations website at
investors.sunpower.com. All forward-looking statements in this
press release are based on information currently available to us,
and we assume no obligation to update these forward-looking
statements in light of new information or future events.
©2020 SunPower Corporation. All rights reserved. SUNPOWER and
the SUNPOWER logo are trademarks or registered trademarks of
SunPower Corporation in the U.S.
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SOURCE SunPower Corp.