Files voluntary Chapter 11 petitions to
effectuate the proposed transaction
Intends to operate Blue Raven Solar and New
Homes through the Chapter 11 process
Pursues value-maximizing sale transactions for
remaining assets
RICHMOND, Calif., Aug. 5, 2024
/PRNewswire/ -- SunPower Corp. (NASDAQ:SPWR), (the "Company" or
"SunPower"), a leading residential solar technology and energy
services provider, today announced it has entered into an asset
purchase agreement (the "APA") with Complete Solaria, Inc.
(NASDAQ:CSLR) ("Complete Solaria") to serve as the Stalking Horse
Buyer for the assets associated with SunPower's Blue Raven Solar
business, New Homes business, and non-installing Dealer network
(the "Assets"). Concurrently, the Company and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
of the U.S. Bankruptcy Code ("Chapter 11") in the United States Bankruptcy Court for the
District of Delaware (the
"Court"), which will provide other interested parties the
opportunity to submit competing bids for the Company's assets.
Under the terms of the APA, subject to Court approval, Complete
Solaria will acquire the Assets and assume certain related
liabilities for $45 million in cash.
The Company has asked the Court for approval to complete the
transaction mid to late September. Additionally, SunPower intends
to continue a sale process for its remaining assets and effectuate
any resulting sale transactions pursuant to Section 363 of the U.S.
Bankruptcy Code.
"For nearly 40 years, SunPower has made solar energy more
accessible to Americans, driven by our mission to change the way
our world is powered. We are confident Complete Solaria's CEO,
T.J. Rodgers, will carry forward our
vision to shape the future of residential solar as a pioneer in
this space," said Tom Werner,
Executive Chairman at SunPower. "In light of the challenges
SunPower has faced, the proposed transaction offers a significant
opportunity for key parts of our business to continue our legacy
under new ownership. We are working to secure long-term solutions
for the remaining areas of our business, while maintaining our
focus on supporting our valued employees, customers, dealers,
builders, and partners."
"Solar energy utility generation costs are now 2.4 cents per kilowatt hour (kWh) versus
3.6 cents per kWh for coal, the
cheapest fossil fuel source," said T.J. Rodgers, CEO, Complete
Solaria. "Thus the move to zero‑emission solar energy is
accelerating, along with distributed solar power generation, as
homeowners can now generate their own power for 8-10 cents per kWh, below the price of utility
power in most states. We look to welcome Blue Raven Solar, the
SunPower New Homes Division, and a portion of SunPower's Dealer
network into the Complete Solaria portfolio. This acquisition will
strengthen our position in the market and put more muscle behind
our commitment to driving the future of clean, reliable
energy."
SunPower has requested Court approval to access the necessary
prepetition cash collateral to fund business operations and
administrative expenses during the Chapter 11 cases. To support its
operations during the court-supervised process, the Company is
filing a variety of customary motions seeking, among other things,
authorization to meet its obligations to its employees. The Company
expects to receive Court approval for these requests. Following an
expeditious sale process, the Company plans to liquidate any
remaining assets and undergo an orderly and efficient winddown of
its operations.
Additional information regarding the Company's Chapter 11
process is available at http://dm.epiq11.com/SunPower. Stakeholders
with questions may call the Company's Claims Agent Epiq
Restructuring Administration at (888) 410-9433 or +1 (971) 298-7638
if calling from outside the U.S. or email
SunPowerinfo@epiqglobal.com.
Advisors
Kirkland & Ellis LLP and Richards, Layton
& Finger, P.A. are serving as legal counsel to SunPower.
Alvarez & Marsal North America,
LLC is serving as transition officer and financial advisor to the
Company, with Moelis & Company serving as the investment banker
and C Street Advisory Group serving as its strategic communications
advisor.
DLA Piper LLP (US) and Arnold & Porter Kaye Scholer LLP are
serving as legal counsel to Complete Solaria, with Ayna.AI LLC
serving as its advisor.
About SunPower
SunPower (NASDAQ:SPWR) is a leading solar, storage and energy
services provider in North
America. SunPower offers solar + storage solutions designed
and warranted by one company that gives customers control over
electricity consumption and resiliency during power outages while
providing cost savings to homeowners. For more information,
visitwww.sunpower.com.
Forward-Looking Statements
This press release contains certain "forward-looking
statements." All statements other than statements of historical
fact are "forward-looking" statements for purposes of the U.S.
federal and state securities laws. These statements may be
identified by the use of forward-looking terminology such as
"anticipate," "believe," "continue," "could," "estimate," "expect,"
"intend," "may," "might," "our vision," "plan," "potential,"
"preliminary," "predict," "should," "will," or "would" or the
negative thereof or other variations thereof or comparable
terminology. These forward-looking statements are subject to a
number of factors and uncertainties that could cause the Company's
actual results to differ materially from those expressed in or
contemplated by the forward-looking statements. Such factors
include, but are not limited to: risks attendant to the bankruptcy
process, including the Company's ability to obtain court approval
from the Court with respect to motions or other requests made to
the Court throughout the course of the Chapter 11 cases; the
Company and its subsidiaries ability to negotiate and confirm a
sale of assets under Section 363 of the Code; the effects of the
Chapter 11 cases, including increased legal and other professional
costs necessary to execute the Company's liquidation, on the
Company's liquidity (including the availability of operating
capital during the pendency of the Chapter 11 cases), results of
operations or business prospects; the effects of the Chapter 11
cases on the interests of various constituents and financial
stakeholders; the length of time that the Company will operate
under Chapter 11 protection and the continued availability of
operating capital during the pendency of the Chapter 11 cases;
objections to the Company's restructuring process or other
pleadings filed that could protract the Chapter 11 cases; risks
associated with third-party motions in the Chapter 11 cases; Court
rulings in the Chapter 11 cases and the outcome of the Chapter 11
cases in general; the Company's ability to comply with the
restrictions imposed by the terms and conditions of its financing
arrangements; employee attrition and the Company's ability to
retain senior management and other key personnel due to the
distractions and uncertainties; the Company's ability to maintain
relationships with suppliers, customers, employees and other third
parties and regulatory authorities as a result of the Chapter 11
cases; the impact and timing of any cost-savings measures and
related local law requirements in various jurisdictions;
finalization of the Company's annual and quarterly financial
statements; risks relating to the delisting of the Company's common
stock from Nasdaq and future quotation of the common stock; the
impact of litigation and regulatory proceedings; the impact and
timing of any cost-savings measures; and other factors discussed in
the Company's Annual Report on Form 10-K/A filed with the U.S.
Securities and Exchange Commission (the "SEC"). These risks and
uncertainties may cause the Company's actual results, performance,
liquidity or achievements to differ materially from any future
results, performance, liquidity or achievements expressed or
implied by these forward-looking statements. For a further list and
description of such risks and uncertainties, please refer to the
Company's filings with the SEC that are available at www.sec.gov.
The Company cautions you that the list of important factors
included in the Company's SEC filings may not contain all of the
material factors that are important to you. In addition, in light
of these risks and uncertainties, the matters referred to in the
forward-looking statements contained in this press release may not
in fact occur. The Company undertakes no obligation to publicly
update or revise any forward-looking statement as a result of new
information, future events or otherwise, except as otherwise
required by law.
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SOURCE SunPower Corp.