Evergreen Solar Files for Chapter 11 Reorganization
August 15 2011 - 12:55PM
Business Wire
Evergreen Solar, Inc. (NasdaqCM: ESLR), a manufacturer of String
Ribbon® solar power products with its proprietary, low-cost silicon
wafer technology, today announced that it had voluntarily filed a
petition for relief under Chapter 11 of the U.S. Bankruptcy Code.
The petition was filed in the U.S. Bankruptcy Court for the
District of Delaware.
In conjunction with the Chapter 11 filing, the Company entered
into a restructuring support agreement with certain holders of more
than 70% of the outstanding principal amount of the Company’s 13%
Convertible Senior Secured Notes, or the supporting noteholders.
Pursuant to the restructuring support agreement, the supporting
noteholders have agreed, subject to certain terms and conditions,
to implement the restructuring to be effected through one or more
sales of certain of the Company’s assets pursuant to section 363 of
the Bankruptcy Code, including the Company’s String Ribbon™ wafer
technology business assets. As part of the bankruptcy process the
Company will undertake a marketing process and will permit all
parties to bid on its assets, as a whole or in groups pursuant to
section 363 of the Bankruptcy Code. The supporting noteholders have
agreed to support the Company’s restructuring by consenting to cash
collateral usage pursuant to a budget during the sale process; and
to support the costs of the Bankruptcy Case, including court
approval of a plan of reorganization subsequent to the sale
process.
As part of the restructuring, an entity formed by the supporting
noteholders, ES Purchaser, LLC, entered into an asset purchase
agreement with the Company. ES Purchaser will serve as a
“stalking-horse” and provide a “credit-bid” pursuant to the
Bankruptcy Code for assets being sold. If higher or better offers
for assets are not obtained, it is expected that most of the
Company’s assets will be acquired by ES Purchaser pursuant to the
asset purchase agreement. The asset purchase agreement for the 363
sale is subject to Bankruptcy Court approval and other customary
closing conditions. The Company has the requisite funding in hand
to operate in Chapter 11 and will continue to operate but with
additional operational changes necessary to continue to reduce
expenses.
“Since January, Evergreen Solar has been aggressively
repositioning itself to fully leverage the potential our String
Ribbon wafers can bring to high volume solar cell and module
manufacturers as these customers are facing severe pressure to
further reduce their total cost of manufacturing and particularly
their wafer supply costs. The actions we are taking today enable
the continued development of an industry standard wafer using
Evergreen’s differentiated technology and thereby provide the
lowest cost wafer to the growing solar industry,” said Michael
El-Hillow, the Company’s President and Chief Executive Officer.
“Chapter 11 will provide Evergreen Solar with the ability to
maximize returns for our stakeholders through the proposed sale
process. Importantly, we expect to continue our technology
development without interruption during Chapter 11 and the sale
process. Day-to-day operations will go on as usual as employees
carry out their responsibilities and we will continue to pay our
suppliers and vendors for goods and services received during this
period,” Mr. El-Hillow added.
As part of Evergreen Solar’s reorganization activities, the
Company will reduce its United States and European workforce by
about 65 people, including suspension of operations at its Midland,
Michigan filament facility, and will have 50 people supporting
development, 10 people in administration as well as 25 people
supporting industry standard wafer development in Wuhan, China. The
Company’s Wuhan China manufacturing business is expected to
continue depending on market demand while the Company engages in
discussions with its investors in China regarding possible changes
to that operation and its sources of financing, including the
possibility of transitioning its operations to the Company’s new
industry standard wafer technology.
Based upon the estimated value of the Company’s assets, the
assets are expected to be insufficient to satisfy all its
obligations to its creditors. Accordingly, it is expected that no
distributions will be made to holders of common stock and the
common stock will be extinguished upon consummation of the
Chapter 11 plan.
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 registered trademarks of Evergreen Solar, Inc.
Safe Harbor Statement
This press release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are not guarantees of future
results and conditions but rather are subject to various factors,
risks and uncertainties that could cause our actual results to
differ materially from those expressed in these forward-looking
statements, including, but not limited to:
- the potential adverse impact of the
bankruptcy case on our business, financial condition or results of
operations, including our ability to maintain contracts and other
customer and vendor relationships that are critical to our business
and the actions and decisions of our creditors and other third
parties with interests in our bankruptcy case;
- our ability to maintain adequate
liquidity to fund our operations during the bankruptcy case and to
fund a plan of reorganization and thereafter, including maintaining
normal terms with our vendors and service providers during the
bankruptcy case and complying with the covenants and other terms of
our financing agreements;
- our ability to obtain court approval
with respect to motions in the bankruptcy case prosecuted from time
to time and to develop, prosecute, confirm and consummate one or
more plans of reorganization with respect to the bankruptcy case
and to consummate all of the transactions contemplated by one or
more such plans of reorganization or upon which consummation of
such plans may be conditioned;
- our ability to repurchase the equity
interests in our Chinese joint venture held by Hubei Science and
Technology Investment Co., Ltd. (“HSTIC”) as required by the
agreements governing the joint venture as a result of our filing
for bankruptcy protection or to negotiate an amendment of those
agreements with HSTIC; and
- those factors identified in our filings
with the Securities and Exchange Commission (including our Annual
Report on Form 10-K for the fiscal year ended December 31, 2010 and
our Quarterly Report on Form 10-Q for the period ended April 2,
2011).
The risks and uncertainties and the terms of any reorganization
plan ultimately confirmed can affect the value of our various
pre-petition liabilities, common stock and/or other securities. No
assurance can be given as to what values, if any, will be ascribed
in the bankruptcy proceedings to each of these constituencies. A
plan of reorganization could result in holders of our liabilities
and/or securities receiving no value for their interests. Because
of such possibilities, the value of these liabilities and/or
securities is highly speculative. Accordingly, we urge that caution
be exercised with respect to existing and future investments in any
of these liabilities and/or securities. Investors and other
interested parties can obtain information about the bankruptcy
case, including court filings and claims information, on the
Internet at http://dm.epiq11.com/Evergreen. Caution should be taken
not to place undue reliance on our forward-looking statements,
which represent our view only as of the date of this press release,
and which we assume no obligation to update.
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