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Published on 12/9/2015 in the Prospect News Convertibles Daily and Prospect News Green Finance Daily.

New Issue: SunPower prices $400 million 4% seven-year convertibles, up 32.5%

By Angela McDaniels

Tacoma, Wash., Dec. 9 – SunPower Corp. priced $400 million of 4% seven-year convertible senior debentures with a 32.5% initial conversion premium, according to a company news release.

The issue has a $25 million greenshoe and was upsized from $350 million.

The convertibles were talked to yield 3.5% to 4% with an initial conversion premium of 32.5% to 37.5%, according to market sources.

The Rule 144A deal, which was launched after the market close on Tuesday, priced after the market close on Wednesday via joint bookrunners Goldman Sachs & Co., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc. and Mizuho Securities USA Inc.

The bonds will be stock settled only.

There is cash takeover protection via a conversion rate ratchet formula and dividend protection via a conversion rate adjustment.

As previously reported, Total Energies Nouvelles Activites USA, a subsidiary of Total SA, which owns about 57.5% of SunPower’s common stock, agreed to purchase $100 million of the convertibles. If the underwriters exercise the greenshoe, Total’s commitment will not change.

The company intends to use the proceeds for general corporate purposes.

SunPower is a San Jose, Calif.-based provider of high-efficiency solar cells, solar panels and solar systems.

Issuer:SunPower Corp.
Issue:Convertible senior debentures
Amount:$400 million
Greenshoe:$25 million
Maturity:Jan. 15, 2023
Bookrunners:Goldman Sachs & Co., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc. and Mizuho Securities USA Inc.
Coupon:4%
Price:Par
Yield:4%
Conversion premium:32.5%
Conversion price:$30.53
Conversion ratio:32.7568
Call option:At par following a non-stock change of control fundamental change
Price talk:3.5%-4%, up 32.5%-37.5%
Pricing date:Dec. 9
Settlement:Dec. 15
Distribution:Rule 144A
Stock symbol:Nasdaq: SPWR
Stock reference price:$23.04 at close Dec. 9

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