SAN JOSE, Calif., Nov. 16, 2011 /PRNewswire/ -- SunPower Corp.
(NASDAQ: SPWRA, SPWRB) today announced the execution of four new
supplemental indentures, with Wells Fargo Bank, National
Association, as trustee, to reflect the stockholder-approved
reclassification of the company's Class A common stock and Class B
common stock into a single class of common stock on a one-for-one
basis as previously announced. A new supplemental indenture has
been executed for each of the 1.25% Senior Convertible Debentures
due 2027 with CUSIP number 867652 AA7, the 0.75% Senior Convertible
Debentures due 2027 with CUSIP number 867652 AB5 and the 4.75%
Senior Convertible Debentures due 2014 with CUSIP number 867652 AC3
(together, the "Convertible Debentures"). A supplemental indenture
has also been executed for the 4.5% Senior Convertible Debentures
due 2015 with CUSIP number 867652 AE9 (the "Cash Convertible
Debentures").
The new supplemental indentures for the Convertible Debentures
provide that the Convertible Debentures will be convertible into
the new single class of common stock in the same amount as holders
would have been entitled to receive had their debentures been
converted into Class A common stock immediately prior to the
company's common stock reclassification.
The new supplemental indenture covering the Cash Convertible
Debentures provides that such series will be convertible into a
cash amount based on the trading price of the new single class of
common stock rather than the prior Class A common stock.
To implement the common stock reclassification, the company
filed a Restated Certificate of Incorporation with the Secretary of
State of the State of Delaware on
November 15, 2011, which became
effective at 5 pm Eastern Standard
Time today. Upon the effectiveness of the Restated
Certificate of Incorporation, each share of the company's
outstanding Class A common stock and Class B common stock was
automatically reclassified as, and become one share of, a new
single class of common stock named "common stock" that has the same
voting powers, preferences, rights and qualifications, limitations
and restrictions as the prior Class A common stock.
Holders of Debentures need not take any action in connection
with the common stock reclassification or in connection with the
execution of the new supplemental indentures.
The company expects that, beginning on November 17, 2011, trading in the Class A common
stock (SPWRA) and Class B common stock (SPWRB) on the Nasdaq Global
Select Market will be suspended, and all trading in SunPower common
stock will be under the ticker symbol SPWR. The new CUSIP number
for SunPower common stock will be 867652 406.
About SunPower
SunPower Corp. (NASDAQ: SPWRA, SPWRB) designs, manufactures and
delivers the highest efficiency, highest reliability solar panels
and systems available today. Residential, business, government and
utility customers rely on the company's quarter century of
experience and guaranteed performance to provide maximum return on
investment throughout the life of the solar system. Headquartered
in San Jose, Calif., SunPower has
offices in North America,
Europe, Australia and Asia. For more information, visit
www.sunpowercorp.com.
Note Concerning Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are statements that do not
represent historical facts and the assumptions underlying such
statements. The company uses words such as "will," "expects,"
and similar expressions to identify forward-looking statements.
These statements include, but are not limited to, statements about
the company's plans and expectations regarding the reclassification
of its Class A common stock and Class B common stock into a single
class of common stock, actions to be taken by the company,
beginning of trading on Nasdaq under a single stock symbol, and
other statements that are not historical facts. The forward-looking
statements in this press release are based on information available
to the company as of the date of this release and involve a number
of risks and uncertainties, some beyond the company's control, that
could cause actual results to differ materially from those
anticipated by these forward-looking statements. All of the
forward-looking statements are qualified in their entirety by
reference to the risk factors discussed in the company's Annual
Report on Form 10-K for the year ended January 2, 2011, Quarterly Reports on Form 10-Q
for the quarters ended April 3, 2011,
July 3, 2011 and October 2, 2011 and other filings with the
Securities and Exchange Commission. There may be other factors of
which the company is not currently aware that may affect matters
discussed in the forward-looking statements and may also cause
actual results to differ materially from those discussed. These
forward-looking statements should not be relied upon as
representing the company's views as of any subsequent date, and the
company 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.
SOURCE SunPower Corp.