Energy Conversion Devices: Closing of Common Stock and Convertible Senior Note Offerings
Concurrent with the closing of its common stock and note offerings, ECD loaned 2,723,300 shares of its common stock to Credit Suisse International, or CSI, an affiliate of Credit Suisse Securities (USA) LLC, pursuant to a share lending agreement among ECD, Credit Suisse Securities (USA) LLC and CSI. Under that agreement, CSI may offer and sell such shares pursuant to the equity prospectus supplement and has agreed to use the borrowed shares to facilitate the establishment of hedge positions by investors in the notes. The company expects that an additional 721,675 shares of common stock will be issued over the next two days under the share lending agreement to facilitate additional hedge positions. ECD received a nominal lending fee from the share lending arrangement while CSI will receive all of the proceeds from the sales of the shares borrowed under the share lending arrangement.
While the borrowed shares are considered issued and outstanding for corporate law purposes, because the shares lent pursuant to that agreement must be returned to ECD prior to June 15, 2013, the company believes that under U.S. generally accepted accounting principles, the borrowed shares are not considered outstanding for the purpose of computing and reporting earnings per share.
The convertible senior notes bear interest at a rate of 3.00% per year, payable on June 15 and December 15 of each year, commencing on December 15, 2008. The notes mature on June 15, 2013. Holders of the notes may, under certain circumstances at their option, convert the principal amount of their notes into cash and, with respect to any amounts in excess of the principal amount, shares of ECD's common stock initially at a conversion rate of 10.8932 shares (equivalent to an initial conversion price of approximately $91.80 per share) per $1,000 principal amount of notes. The notes are also convertible on this basis at any time on or after March 15, 2013 and prior to the close of business on the business day immediately proceeding the maturity date. The applicable conversion rate will be subject to adjustments in certain circumstances. The notes are senior unsecured obligations of ECD and rank equal in right of payment with any future senior unsecured debt of ECD, and senior in right of payment to all of ECD's existing and future debt, if any, that is subordinated to the notes.
ECD intends to use the net proceeds from the offering of convertible notes and the underwritten equity offering for the expansion of its solar laminate production capacity in connection with its plan to reach 1GW of capacity by 2012 and for general corporate purposes.
Credit Suisse Securities (USA) LLC and UBS Securities LLC acted as the representatives of the underwriters and joint book-running managers for the common stock offering and the convertible note offering, and JPMorgan Chase & Co., Deutsche Bank Securities, and Lazard Ltd. served as co-managers.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
A registration statement relating to these securities (including a prospectus and two prospectus supplements) has been filed with the Securities and Exchange Commission. Prospective investors should read the prospectus, prospectus supplements, the registration statement and other documents ECD has filed with the SEC for more complete information about ECD and this offering. These documents are available at no charge by visiting EDGAR on the SEC Web site at http://www.sec.gov. Alternatively, a prospectus and prospectus supplement for the common stock offering and/or for the convertible notes offering may be obtained by contacting the prospectus department of Credit Suisse Securities (USA) LLC, One Madison Avenue, New York, NY 10010, (tel: 1 800-221-1037).
NOTE: This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the offering, the use of the net proceeds from the offering and the belief that the borrowed shares will not be considered outstanding for the purpose of computing and reporting earnings per share. These forward-looking statements involve risks and uncertainties. Factors that could cause actual events to differ materially from those predicted in such forward-looking statements include market conditions, potential fluctuations in Energy Conversion Devices' stock price, management's broad discretion over the use of the net proceeds of the offering, or changes in U.S. generally accepted accounting principles or in their interpretation. Certain of these risks and others are detailed from time to time in Energy Conversion Devices' periodic reports filed with the Securities and Exchange Commission, including, but not limited to, its annual report on Form 10-K for the year ended June 30, 2007, its quarterly report on Form 10-Q for the quarter ended March 31, 2008 and in the registration statement.
Source: Energy Conversion Devices, Inc.