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Evergreen Solar: Closing of $374 Million Public Offering
Evergreen Solar, Inc. today announced that it closed the sale of its previously announced underwritten public offering of 4% senior convertible notes due 2013, which included $325 million aggregate principal amount of notes sold on July 2, 2008 and $48.75 million aggregate principal amount of notes sold on July 8, 2008, pursuant to the exercise in full of the underwriters’ over-allotment option.
The notes will be convertible into cash up to their principal amount and into shares of Evergreen Solar’s common stock for the remainder, if any, of the conversion value in excess of such principal amount at the initial conversion rate of 82.5593 shares of common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $12.11 per share), subject to adjustment. Prior to April 15, 2013, the notes will be convertible upon the occurrence of specified events, and thereafter, at any time prior to maturity, in each case, at a holder’s option.
Evergreen Solar received approximately $322 million from the sale of the notes after deducting the underwriting discount and estimated offering expenses (including up-front costs of the capped call transaction entered into in connection with the note offering and the expenses related to the concurrent offering of common stock). Evergreen Solar intends to use the net proceeds from the notes offering to complete the construction and equipping of its fully integrated solar panel manufacturing facility located in Devens, Massachusetts, to begin construction of a manufacturing facility that will produce heat resistant string to be used in the manufacturing of Evergreen Solar’s wafers and for general corporate purposes, including purchases of or prepayments for polysilicon and other raw materials, and working capital.
Lehman Brothers Inc. acted as sole book-running manager of the note offering.
In connection with the notes offering and pricing of the notes, Evergreen Solar entered into a capped call transaction with an affiliate of Lehman Brothers Inc. The notional size of the capped call transaction was increased proportionally in connection with the closing of the underwriters exercise of their over-allotment option on July 8, 2008. The capped call transaction is expected to increase the effective conversion premium of the notes and to reduce the potential dilution upon conversion of the notes.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sales of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state or jurisdiction.
About Evergreen Solar, Inc.
Evergreen Solar, Inc. develops, manufactures and markets solar power products for residential and commercial applications globally. For more information about Evergreen Solar, please visit www.evergreensolar.com.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of federal securities laws. Evergreen Solar cautions you that any statements contained in this press release that are not strictly historical statements constitute forward-looking statements. Such forward-looking statements include, but are not limited to, those related to: the use of the net proceeds from the notes offering and the effect of the capped call transaction. These forward-looking statements are neither promises nor guarantees and involve risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. Factors that could cause actual events to differ from those predicted in such forward-looking statements are identified in the prospectus supplement related to the notes and Evergreen Solar’s other filings with the United States Securities and Exchange Commission (the “SEC”) that are incorporated by reference into such prospectus supplement, including its Annual Report for the fiscal year ended December 31, 2007 on Form 10-K and Form 10-K/A, and its Quarterly Report for the fiscal quarter ended March 29, 2008 on Form 10-Q, each of which is filed with the SEC (copies of which may be obtained at the SEC's website at: http://www.sec.gov). Readers should not place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Evergreen Solar disclaims any obligation to publicly update or revise any such statements to reflect any change in its expectations, or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
Contact:
Evergreen Solar, Inc.
Michael El-Hillow, 508-357-2221
Chief Financial Officer
[email protected]
The notes will be convertible into cash up to their principal amount and into shares of Evergreen Solar’s common stock for the remainder, if any, of the conversion value in excess of such principal amount at the initial conversion rate of 82.5593 shares of common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $12.11 per share), subject to adjustment. Prior to April 15, 2013, the notes will be convertible upon the occurrence of specified events, and thereafter, at any time prior to maturity, in each case, at a holder’s option.
Evergreen Solar received approximately $322 million from the sale of the notes after deducting the underwriting discount and estimated offering expenses (including up-front costs of the capped call transaction entered into in connection with the note offering and the expenses related to the concurrent offering of common stock). Evergreen Solar intends to use the net proceeds from the notes offering to complete the construction and equipping of its fully integrated solar panel manufacturing facility located in Devens, Massachusetts, to begin construction of a manufacturing facility that will produce heat resistant string to be used in the manufacturing of Evergreen Solar’s wafers and for general corporate purposes, including purchases of or prepayments for polysilicon and other raw materials, and working capital.
Lehman Brothers Inc. acted as sole book-running manager of the note offering.
In connection with the notes offering and pricing of the notes, Evergreen Solar entered into a capped call transaction with an affiliate of Lehman Brothers Inc. The notional size of the capped call transaction was increased proportionally in connection with the closing of the underwriters exercise of their over-allotment option on July 8, 2008. The capped call transaction is expected to increase the effective conversion premium of the notes and to reduce the potential dilution upon conversion of the notes.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sales of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state or jurisdiction.
About Evergreen Solar, Inc.
Evergreen Solar, Inc. develops, manufactures and markets solar power products for residential and commercial applications globally. For more information about Evergreen Solar, please visit www.evergreensolar.com.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of federal securities laws. Evergreen Solar cautions you that any statements contained in this press release that are not strictly historical statements constitute forward-looking statements. Such forward-looking statements include, but are not limited to, those related to: the use of the net proceeds from the notes offering and the effect of the capped call transaction. These forward-looking statements are neither promises nor guarantees and involve risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. Factors that could cause actual events to differ from those predicted in such forward-looking statements are identified in the prospectus supplement related to the notes and Evergreen Solar’s other filings with the United States Securities and Exchange Commission (the “SEC”) that are incorporated by reference into such prospectus supplement, including its Annual Report for the fiscal year ended December 31, 2007 on Form 10-K and Form 10-K/A, and its Quarterly Report for the fiscal quarter ended March 29, 2008 on Form 10-Q, each of which is filed with the SEC (copies of which may be obtained at the SEC's website at: http://www.sec.gov). Readers should not place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Evergreen Solar disclaims any obligation to publicly update or revise any such statements to reflect any change in its expectations, or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
Contact:
Evergreen Solar, Inc.
Michael El-Hillow, 508-357-2221
Chief Financial Officer
[email protected]