SunPower Announces Triggering Event for Convertibility of 1.25% Senior Convertible...
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SunPower Announces Triggering Event for Convertibility of 1.25% Senior
Convertible Debentures Due 2027 and 0.75% Senior Convertible Debentures Due
2027
SAN JOSE, Calif., Jan. 22 /PRNewswire-FirstCall/ -- SunPower Corporation
(Nasdaq: SPWR), a Silicon Valley-based manufacturer of high-efficiency solar
cells, solar panels and solar systems, today announced that the last reported
sale price of its class A common stock has equaled or exceeded $70.94 and
$102.80, which represents 125% of the applicable conversion price for its two
outstanding senior convertible debentures, for at least 20 of the last
30 trading days during SunPower's fourth fiscal quarter ending December 30,
2007. Accordingly, pursuant to the terms of the applicable indenture
governing its $200 million aggregate principal amount of 1.25% senior
convertible debentures due 2027 and its $225 million aggregate principal
amount of 0.75% senior convertible debentures due 2027, the market price
conversion trigger has been satisfied and the debentures could be convertible
at the holders' option during SunPower's first fiscal quarter ending March 30,
2008. However, given that the current market value of the debentures
substantially exceeds the value holders would receive upon conversion if the
class A common stock remains at current levels through the applicable 20 day
observation period, SunPower believes that holders may not have a significant
economic incentive to convert at this time.
Pursuant to the terms of the indenture, the principal amount of any
debentures surrendered for conversion must be settled in cash. To the extent
that the conversion obligation exceeds the principal amount of any debentures
converted, SunPower must satisfy the remaining conversion obligation of the
1.25% senior convertible debentures due 2027 in shares of its class A common
stock, and maintains the right to satisfy the remaining conversion obligation
of its 0.75% senior convertible debentures due 2027 in shares of its class A
common stock or cash.
As a result of the class A common stock price conversion trigger, SunPower
will classify the $425 million aggregate principal amount of the debentures as
short-term debt on its December 30, 2007 balance sheet. In addition, SunPower
will expense approximately $8.2 million and $1.0 million of unamortized debt
issuance costs in its fourth fiscal quarter of 2007 and first fiscal quarter
of 2008, respectively. These non-cash charges will be excluded for purposes
of SunPower's non-GAAP net income reporting. If the class A common stock
price conversion test is not met in a subsequent quarter, the debentures may
be re-classified as non-current debt as of the end of such quarter.
SunPower's principal current sources of liquidity are cash on its balance
sheet, cash generated by operations and borrowings under its credit
facilities. Based on SunPower's current financial condition, management
believes that liquidity from these sources, combined with the potential
availability of future sources of funding, including accessing debt and equity
markets, will be adequate to fund SunPower's current and long-term debt
obligations, and fund its planned capital expenditures and business plans over
the next 12 months.
About SunPower
SunPower Corporation (Nasdaq: SPWR) designs, manufactures and delivers
high-performance solar electric systems worldwide for residential, commercial
and utility-scale power plant customers. SunPower high-efficiency solar cells
and solar panels generate up to 50 percent more power than conventional solar
technologies and have a uniquely attractive, all-black appearance. With
headquarters in San Jose, Calif., SunPower has offices in North America,
Europe and Asia. For more information, visit http://www.sunpowercorp.com.
SunPower is a majority-owned subsidiary of Cypress Semiconductor Corp.
(NYSE: CY).
FORWARD-LOOKING STATEMENT
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements are statements that do not represent historical
facts. SunPower uses words and phrases such as "believe" and similar
expressions to identify forward-looking statements. Forward-looking statements
in this press release include, but are not limited to, our belief that holders
of our senior convertible notes may not have a significant economic incentive
to convert at this time because the current market value of the debentures
substantially exceeds the value holders would receive upon conversion if the
class A common stock remains at current levels through the applicable 20 day
observation period, and our belief that the sources of liquidity described
above will be sufficient to fund our obligations and operations for the next
12 months. Such statements are based on management's current expectations and
are subject to a number of factors and uncertainties, including the volatility
of the trading price of SunPower's class A common stock, the associated market
value of the debentures, the individual motivations of particular holders of
our debentures, our ability to generate cash from operations and from debt and
equity financing sources, and other risks described in SunPower's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2007 and other filings
with the Securities Exchange Commission. These forward-looking statements
should not be relied upon as representing SunPower's views as of any
subsequent date, and SunPower is under no obligation to, and expressly
disclaims any responsibility to, update or alter its forward-looking
statements, whether as a result of new information, future events or
otherwise.
SunPower is a registered trademark of SunPower Corp. Cypress is a
registered trademark of Cypress Semiconductor 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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