Evergreen Solar, Inc. (NasdaqCM: ESLRD), a manufacturer of
String Ribbon® solar power products with its proprietary, low-cost
silicon wafer technology, today announced that it has commenced
exchange offers for its outstanding convertible debt. The Company
is offering to exchange (i) an aggregate principal amount of up to
$100,000,000 of new 4.0% Convertible Subordinated Additional Cash
Notes due 2020, or the new 4% notes, for an aggregate principal
amount of up to $200,000,000 of its 4.0% Senior Convertible Notes
due 2013, or the existing 4% notes, and (ii) an aggregate principal
amount of up to $165,000,000 of new 7.5% Convertible Senior Notes
due 2017, or the new 7.5% notes, for an aggregate principal amount
of up to $165,000,000 of its 13.0% Convertible Senior Secured Notes
due 2015, or the existing 13% notes.
The exchange offer for the existing 4% notes is being conducted
as a modified “Dutch auction” pursuant to which holders of such
notes will have the opportunity to specify an exchange ratio at
which they would be willing to exchange such notes for new 4%
notes. Holders must submit tenders in the range from $425 principal
amount to $500 principal amount of new 4% notes that would be
issued for each $1,000 principal amount of existing 4% notes
surrendered for exchange by such holder. If the 4% clearing
exchange ratio is $425, the Company will issue $85,000,000
aggregate principal amount of new 4% notes, and if the 4% clearing
exchange ratio is $500, the Company will issue $100,000,000
aggregate principal amount of new 4% notes, in each case assuming
that $200,000,000 principal amount of existing 4% notes are
tendered.
In exchange for each $1,000 principal amount of existing 13%
notes that is tendered and accepted, holders of existing 13% notes
will receive $1,000 principal amount of the Company’s new 7.5%
notes. In addition, the Company is soliciting the consent of
holders of the requisite principal amount of existing 13% notes to
amend certain terms of the indenture governing the existing 13%
notes. The proposed amendments would release the security interest
and all of the collateral securing the Company’s obligations under
the existing 13% notes, terminate the existing collateral documents
and eliminate many of the restrictive covenants and certain events
of default in the indenture governing the existing 13% notes.
The exchange offers and consent solicitation will expire at
11:59 p.m., New York City time, on January 31, 2011, unless
extended. Tendered existing 4% notes and existing 13% notes may be
withdrawn at any time prior to the expiration date. Consents may be
revoked at any time prior to the expiration date. Consents may be
revoked only by withdrawing the related existing 13% notes tendered
in the 13% notes exchange offer and the withdrawal of any existing
13% notes will automatically constitute a revocation of the related
consents.
In connection with the exchange offers and consent solicitation,
the Company has set January 31, 2011 as the date for the special
meeting of stockholders to approve the issuance of the new 4% notes
and the new 7.5% notes (and the issuance of common stock issuable
upon conversion of the notes) under the applicable provisions of
Nasdaq Marketplace Rule 5635, and to approve an amendment to the
Company’s certificate of incorporation to increase the Company’s
authorized common shares to 240,000,000 from 120,000,000. Approval
of these proposals is a condition to the exchange offers.
The exchange offers and consent solicitation are a key element
of the Company’s comprehensive recapitalization plan, which if
completed, will substantially reduce the Company’s outstanding
indebtedness and annual interest expense, exchange a portion of the
Company’s existing debt for new debt with longer maturities, create
a capital structure that the Company believes is more likely to
cause the holders of the Company’s convertible debt to convert
their notes into common stock (which would further accomplish the
Company’s long term goal of substantially reducing its outstanding
debt) and increase the Company’s flexibility to manage its business
by eliminating certain restrictive covenants and the security
interest contained in the existing 13% notes. As part of the
recapitalization plan, the Company also intends to offer an
additional $40,000,000 aggregate principal amount of the new 4%
notes in an underwritten offering for cash.
Lazard Capital Markets LLC will serve as the dealer manager for
the exchange offers and consent solicitation and sole bookrunner
for the new money offering. The information agent for the exchange
offers and consent solicitation is The Proxy Advisory Group, LLC
and the exchange agent for the exchange offers and consent
solicitation is U.S. Bank National Association.
Where You Can Find Additional Information
Details regarding the terms and conditions of the exchange
offers and consent solicitation, including descriptions of the new
notes and the material differences between the new notes and the
existing notes, can be found in the registration statement that has
been filed with the Securities and Exchange Commission (SEC) and in
a tender offer statement on Schedule TO that has been filed with
the SEC. Any investor holding the Company’s existing 4% notes or
13% notes should carefully read the registration statement, the
tender offer statement and other documents the Company has filed or
will file with the SEC, including the related letter of transmittal
and consent, for more complete information about the Company, the
exchange offers and the consent solicitation.
In connection with the exchange offers and consent solicitation,
Evergreen Solar has filed a definitive proxy statement with the SEC
and expects to file and mail the definitive proxy statement to
stockholders on or about January 5, 2011. Stockholders are advised
to read the definitive proxy statement because it will contain
important information about the proposals to be presented and voted
upon.
The registration statement, definitive proxy statement, the
tender offer statement on Schedule TO and other related documents
can be obtained for free from the SEC’s Electronic Document
Gathering and Retrieval System (EDGAR), which may be accessed at
www.sec.gov. Documents are also available for free upon written or
oral request made to the office of the Corporate Secretary,
Evergreen Solar, Inc., 138 Bartlett Street, Marlboro, Massachusetts
01752 (Telephone (508) 357-2221) and from the Company’s website at
www.evergreensolar.com, or the information agent, The Proxy
Advisory Group, LLC, at (212) 616-2180.
Neither the Company, its officers, its board of directors, the
dealer manager, the exchange agent nor the information agent is
making any recommendation as to whether holders should tender their
existing notes for exchange pursuant to the exchange offers or
deliver a consent pursuant to the consent solicitation.
Non-Solicitation
This press release does not constitute an offer to purchase, a
solicitation of an offer to purchase, or a solicitation of an offer
to sell securities. The exchange offers will not be made to, and
the Company will not accept tenders for exchange from, holders of
its outstanding 4% and 13% convertible notes in any jurisdiction in
which the exchange offers or the acceptance of such offers would
not be in compliance with the securities or blue sky laws of that
jurisdiction.
The Company and its directors, executive officers and other
members of management and employees may be deemed participants in
the solicitation of proxies in connection with the special meeting.
Information concerning the interests of these persons, if any, in
the matters to be voted upon is set forth in the proxy
statement.
About Evergreen Solar, Inc.
Evergreen Solar, Inc. develops, manufactures and markets String
Ribbon® solar power products using its proprietary, low-cost
silicon wafer technology. The Company's patented wafer
manufacturing technology uses significantly less polysilicon than
conventional processes. Evergreen Solar's products provide reliable
and environmentally clean electric power for residential and
commercial applications globally. For more information about the
Company, please visit www.evergreensolar.com. Evergreen Solar® and
String Ribbon® are trademarks of Evergreen Solar, Inc.
Safe Harbor Statement
This press release includes statements regarding expectations,
beliefs, strategies, goals, outlook and other non-historical
matters. Any such statements are forward-looking statements made
pursuant to the safe harbor provisions of Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements include
but are not limited to statements about the form and timing of the
exchange offers, the consent solicitation, the special meeting of
the Company’s stockholders and the proposed sale of new 4% notes.
These forward-looking statements are neither promises nor
guarantees and are subject to a number of risks and uncertainties
that could cause actual results to differ materially from the
Company’s current expectations. Factors that could cause or
contribute to such differences include, but are not limited to: the
risk that the Company does not commence or complete the exchange
offers, as a result of a change in capital and debt market
conditions, changes in the price of the Company’s common stock,
unwillingness of the holders of existing notes to exchange their
existing notes for new notes having the terms proposed, delays due
to the SEC review process and the risk that the Company’s
stockholders do not approve the proposals to be addressed at the
special meeting. Further discussions of these and other potential
risk factors may be found in the Company’s public filings with the
SEC (www.sec.gov), including its Form 10-K for the fiscal year
ended December 31, 2009. Forward-looking statements speak only as
of the date they are made. The Company undertakes no obligation to
update any forward-looking statements, except as may be required by
law.
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