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Published on 7/9/2020 in the Prospect News Convertibles Daily and Prospect News Green Finance Daily.

Maxeon Solar talks $175 million five-year convertible notes to yield 5.5%-6.5%, up 15%-25%

By Abigail W. Adams

Portland, Me., July 9 – Maxeon Solar Technologies Pte. Ltd. plans to price $175 million of five-year convertible notes after the market close on Thursday with price talk for a coupon of 5.5% to 6.5% and an initial conversion premium of 15% to 25%, according to a market source.

Maxeon is a wholly owned subsidiary of SunPower Corp. with plans to be spun off into an independent company.

BofA Securities Inc., Merrill Lynch Singapore and Morgan Stanley & Co. LLC are bookrunners for the Rule 144A offering, which carries a greenshoe of $26.25 million.

The notes are non-callable until July 17, 2023 and then subject to a 130% hurdle.

If Maxeon’s spinoff does not occur within three months of the issuance of the notes, or if the forward purchase transactions to facilitate swap trades are not satisfied, the company will be required to repurchase the notes at 101% of their principal amount plus interest.

To facilitate swap transactions, the company will pay $40 million to purchase a number of shares at a price determined by the convertible note valuation period at maturity.

The company will also deliver $50 million shares to BofA Securities to sell during the note valuation period.

The notes will not be convertible when first issued. The conversion rate will be determined by the average VWAP over 15 consecutive trading days beginning on the fifth trading day after which Maxeon shares trade.

When they become convertible, the company will settle conversions in cash, shares or a combination of both at the company’s option.

Proceeds will be put in escrow until the spinoff is completed.

Proceeds will be used to fund the forward stock purchase transactions, to repay a promissory note to SunPower for $100 million that was issued in exchange for certain intellectual property and for general corporate purposes.

Maxeon is a San Jose, Calif.-based manufacturer of solar power technology.


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