North Coast Solar Stocks

May 4, 2009

SunPower Announces Closing of Offerings of 10,350,000 Shares of Class A Common Stock and $230 Million of Senior Convertible Debentures

Filed under: SPWR — Tags: , , , — Jason @ 8:00 am

SAN JOSE, Calif., May 4 /PRNewswire-FirstCall/ — SunPower Corp. (SPWRA; SPWRB), a Silicon Valley-based provider of high efficiency solar cells, solar panels, and solar systems, today announced that it has closed its previously announced concurrent public offerings of 10,350,000 shares of the company’s class A common stock and $230.0 million aggregate principal amount of 4.75% senior convertible debentures due 2014, including the exercise of the underwriters’ options to purchase additional securities in the public offerings, which options were exercised in full. The company received aggregate net proceeds of approximately $417.6 million, after deducting the underwriters’ discounts and commissions and estimated offering expenses payable by the company (including approximately $26.3 million paid as the cost of certain convertible hedge and warrant transactions entered into in connection with the debenture offering).

The Company anticipates that the closed offering will negatively impact fiscal year 2009 net income per diluted share by approximately 10% on a GAAP and non-GAAP basis relative to the company’s previous 2009 net income per diluted share guidance provided on April 23, 2009. On April 23, 2009, the company provided net income per diluted share guidance for its fiscal year 2009 of $1.25 to $1.75 on a non-GAAP basis and $0.25 and $0.75 on a GAAP basis.

The senior convertible debentures 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 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 37.8788 shares (equivalent to an initial conversion price of approximately $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 the company’s subsidiaries.

Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. served 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. served 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.

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 the company’s class A common stock. These activities could have the effect of increasing, or preventing a decline in, the market price of the company’s 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 and separate prospectus supplements for the offerings of each of the class A common stock and the 4.75% senior convertible debentures due 2014 have been 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 available at no charge by visiting EDGAR on the SEC Web site at 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.


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