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8-K - FORM 8-K - EVERGREEN SOLAR INC | b84549e8vk.htm |
EX-1.1 - EX-1.1 - EVERGREEN SOLAR INC | b84549exv1w1.htm |
Exhibit 99.1
PRESS RELEASE
Evergreen Solar Announces Terms of its Amended Exchange Offers and Consent
Solicitation and Intention to Adjourn Special Meeting of Stockholders
Solicitation and Intention to Adjourn Special Meeting of Stockholders
Marlboro, Massachusetts, January 27, 2011 Evergreen Solar, Inc. (NasdaqCM: ESLRD), a
manufacturer of String Ribbon® solar power products with its proprietary,
low-cost silicon wafer technology, today announced the extension of and amended terms for its
pending exchange offers for its outstanding convertible debt and related consent solicitation and
its intention to adjourn its special meeting of stockholders to give stockholders sufficient time
to review a proxy supplement describing the terms of the amended exchange offers and consent
solicitation.
The Company is offering to exchange (i) an aggregate principal amount of up to $100,000,000 of new
4.0% Convertible Subordinated Additional Cash Notes due 2020, or the new 4% notes, for an aggregate
principal amount of up to $200,000,000 of its 4.0% Senior Convertible Notes due 2013, or the
existing 4% notes, and (ii) an aggregate principal amount of up to $165,000,000 of new 7.5%
Convertible Senior Secured Notes due 2017, or the new 7.5% notes, for an aggregate principal amount
of up to $165,000,000 of its 13.0% Convertible Senior Secured Notes due 2015, or the existing 13%
notes.
Amended Terms of the Exchange Offers and Consent Solicitation
Under the amended terms of the exchange offer for the existing 4% notes, the initial conversion
price of the new 4% notes has been reduced from $6.00 to $4.35 per share.
Under the amended terms of the exchange offer for the existing 13% notes:
| the initial conversion price of the new 7.5% notes will be fixed at $4.00 per share; | ||
| the new 7.5% notes will be secured by a first-priority lien on substantially all of our United States based assets and a pledge of certain interests in foreign subsidiaries; | ||
| the minimum consent condition has been reduced from at least 75% of the aggregate principal amount of existing 13% notes to more than 50% of the aggregate principal amount of existing 13% notes; | ||
| if the Company receives the consent of holders of more than 50% but less than 75% of the outstanding principal amount of the existing 13% notes, the indenture governing the existing 13% notes will be amended to permit the Company to incur the new 7.5% notes, grant a lien in favor of the holders of the new 7.5% notes and for the existing 13% notes and the new 7.5% notes to be ratably secured by a first-priority lien on substantially all of our United States based assets and a pledge of certain interests in foreign subsidiaries; | ||
| if the Company receives the consent of 75% or more of the holders of existing 13% notes, the indenture governing the existing 13% notes will be amended to provide for the security interest and all of the collateral securing the Companys obligations under the existing 13% notes be released and to terminate the existing collateral documents and eliminate many of the restrictive covenants and certain events of default in the indenture governing the existing 13% notes; and | ||
| the new 7.5% notes will have the benefit of restrictive covenants similar to the restrictive covenants contained in the indenture governing the existing 13% notes. |
As a result of the extension, the exchange offers and consent solicitation will expire at 11:59
p.m., New York City time, on February 9, 2011, unless further extended. Tendered existing 4% notes
and 13% notes may be withdrawn at any time prior to the expiration date. Consents may be revoked at
any time prior to the expiration date. Consents
may be revoked only by withdrawing the related existing 13% notes tendered in the 13% notes
exchange offer and the withdrawal of any existing 13% notes will automatically constitute a
revocation of the related consents.
The exchange offers and consent solicitation are a key element of the Companys comprehensive
recapitalization plan, which if completed, will substantially reduce the Companys outstanding
indebtedness and annual interest expense, exchange a portion of the Companys existing debt for new
debt with longer maturities and create a capital structure that the Company believes is more likely
to cause the holders of the Companys convertible debt to convert their notes into common stock
(which would further accomplish the Companys long term goal of substantially reducing its
outstanding debt).
Lazard Capital Markets LLC will serve as the dealer manager for the exchange offers and consent
solicitation. The information agent for the exchange offers and consent solicitation is The Proxy
Advisory Group, LLC and the exchange agent for the exchange offers and consent solicitation is U.S.
Bank National Association.
Adjournment of Stockholder Meeting
As previously announced, the Company has set January 31, 2011 as the date for the special meeting
of stockholders to approve the issuance of the new 4% notes and the new 7.5% notes (and the
issuance of common stock issuable upon conversion of the new notes) under the applicable provisions
of Nasdaq Marketplace Rule 5635, and to approve an amendment to the Companys certificate of
incorporation to increase the Companys authorized common shares to 240,000,000 from 120,000,000.
Approval of these proposals is a condition to the exchange offers. The Company plans to commence
the meeting on January 31, 2011 and immediately seek stockholder approval to adjourn the meeting
until February 9, 2011 to allow sufficient time for stockholders to receive and review the proxy
supplement describing the amended terms of the exchange offers and consent solicitation, which will
be mailed to stockholders on or about January 28, 2011. As a result of the meeting adjournment, no
substantive matters will be discussed on January 31, 2011 and the Company does not expect
shareholders to attend the meeting in person on that date.
Where You Can Find Additional Information
Details regarding the terms and conditions of the amended exchange offers and consent solicitation,
including descriptions of the new notes and the material differences between the new notes and the
existing notes, can be found in the post-effective amendment to the Companys registration
statement that has been filed with the Securities and Exchange Commission (SEC) but has not yet
become effective and in a tender offer statement on Schedule TO, as amended, that has been filed
with the SEC. The securities subject to the registration statement may not be issued and sold prior
to the time the post-effective amendment to the registration statement becomes effective. Any
investor holding the Companys existing 4% notes or 13% notes should carefully read the
registration statement, the tender offer statement and other documents the Company has filed or
will file with the SEC, including the related letter of transmittal and consent, for more complete
information about the Company, the exchange offers and the consent solicitation.
In connection with the exchange offers and consent solicitation, Evergreen Solar has filed a
definitive proxy statement with the SEC and mailed the definitive proxy statement to stockholders
on or about January 5, 2011. Evergreen filed a proxy supplement to the definitive proxy and
expects to mail the proxy supplement to stockholder on or about January 28, 2011 Stockholders are
advised to read the definitive proxy statement because it will contain important information about
the proposals to be presented and voted upon.
The registration statement, definitive proxy statement, proxy supplement, the tender offer
statement on Schedule TO, as amended, and other related documents can be obtained for free from the
SECs Electronic Document Gathering and Retrieval System (EDGAR), which may be accessed at
www.sec.gov. Documents are also available for free upon written or oral request made to the office
of the Corporate Secretary, Evergreen Solar, Inc., 138 Bartlett Street, Marlboro, Massachusetts
01752 (Telephone (508) 357-2221) and from the Companys website at www.evergreensolar.com,
or the information agent, The Proxy Advisory Group, LLC, at (212) 616-2180.
Neither the Company, its officers, its board of directors, the dealer manager, the exchange agent
nor the information agent is making any recommendation as to whether holders should tender their
existing notes for exchange pursuant to the exchange offers or deliver a consent pursuant to the
consent solicitation.
Non-Solicitation
This press release does not constitute an offer to purchase, a solicitation of an offer to
purchase, or a solicitation of an offer to sell securities. The exchange offers will not be made
to, and the Company will not accept tenders for exchange from, holders of its existing 4% notes and
existing 13% notes in any jurisdiction in which the exchange offers or the acceptance of such
offers would not be in compliance with the securities or blue sky laws of that jurisdiction.
The Company and its directors, executive officers and other members of management and employees may
be deemed participants in the solicitation of proxies in connection with the special meeting.
Information concerning the interests of these persons, if any, in the matters to be voted upon is
set forth in the proxy statement.
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 Companys patented
wafer manufacturing technology uses significantly less polysilicon than conventional processes.
Evergreen Solars 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 trademarks of Evergreen Solar, Inc.
Safe Harbor Statement
This press release includes statements regarding expectations, beliefs, strategies, goals, outlook
and other non-historical matters. Forward-looking statements include but are not limited to
statements about the form and timing of the exchange offers, the consent solicitation and the
special meeting of the Companys stockholders. These forward-looking statements are neither
promises nor guarantees and are subject to a number of risks and uncertainties that could cause
actual results to differ materially from the Companys current expectations. Factors that could
cause or contribute to such differences include, but are not limited to: the risk that the Company
does not commence or complete the exchange offers, as a result of a change in capital and debt
market conditions, changes in the price of the Companys common stock, unwillingness of the holders
of existing notes to exchange their existing notes for new notes having the terms proposed, delays
due to the SEC review process and the risk that the Companys stockholders do not approve the
proposals to be addressed at the special meeting. Further discussions of these and other potential
risk factors may be found in the Companys public filings with the SEC (www.sec.gov), including its
Form 10-K for the fiscal year ended December 31, 2009. Forward-looking statements speak only as of
the date they are made. The Company undertakes no obligation to update any forward-looking
statements, except as may be required by law.
CONTACT:
Evergreen Solar, Inc.
Michael McCarthy, 508-251-3261
Director of Investor Relations & Government Affairs
mmccarthy@evergreensolar.com
Michael McCarthy, 508-251-3261
Director of Investor Relations & Government Affairs
mmccarthy@evergreensolar.com