MEMC Electronic Materials: Exchanche of Senior Notes
MEMC Electronic Materials, Inc. (NYSE: WFR) today announced that it has commenced an offer to exchange any and all of its outstanding $550,000,000 aggregate principal amount of 7.750% Senior Notes due 2019 (the "outstanding notes") for a like principal amount of new 7.750% Senior Notes due 2019 (the "exchange notes") which have been registered under the Securities Act of 1933, as amended (the "Securities Act") pursuant to an effective registration statement on Form S-4 filed with the Securities and Exchange Commission. The outstanding notes were originally issued on March 10, 2011 in a private placement exempt from the registration requirements of the Securities Act. Holders of these notes may exchange them for an equal principal amount of exchange notes.
Terms of the exchange notes are substantially identical to those of the original notes, except that the transfer restrictions and registration rights relating to the original notes do not apply to the exchange notes. Any notes not tendered will remain outstanding and continue to accrue interest. The exchange offer is being conducted to satisfy MEMC's obligations under the terms of a registration rights agreement entered into in connection with the initial issuance of the outstanding notes, and does not represent a new financing transaction. MEMC will not receive any proceeds from the exchange offer.
The exchange offer will expire at 5:00 p.m., New York City time, on September 28, 2011, unless extended or terminated. Tenders of outstanding notes must be properly made before the exchange offer expires and may be withdrawn at any time before the exchange offer expires.
The exchange offer prospectus and the related letter of transmittal may be obtained from the exchange agent at following address:
Corporate Trust Services
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Specialized Finance
This press release is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy any security. A registration statement on Form S-4 relating to the exchange offer was declared effective by the U.S. Securities and Exchange Commission on August 26, 2011. The exchange offer is made solely pursuant to the prospectus dated August 26, 2011 and the related letter of transmittal.
MEMC is a global leader in semiconductor and solar technology. MEMC has been a pioneer in the design and development of silicon wafer technologies for over 50 years. With R&D and manufacturing facilities in the U.S., Europe, and Asia, MEMC enables the next generation of high performance semiconductor devices and solar cells. Through its SunEdison subsidiary, MEMC is also a developer of solar power projects and a worldwide leader in solar energy services. MEMC's common stock is listed on the New York Stock Exchange under the symbol "WFR" and is included in the S&P 500 Index. For more information about MEMC, please visit www.memc.com.
MEMC Electronic Materials
501 Pearl Drive (City of O'Fallon)
P.O. Box 8
St. Peters, MO 63376-0008