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8-K - FORM 8-K - EVERGREEN SOLAR INC | b84853e8vk.htm |
Exhibit 99.1

PRESS RELEASE
Evergreen Solar Extends Exchange Offers and Consent Solicitation to February 11, 2011
Marlboro, Massachusetts, February 10, 2011 Evergreen Solar, Inc. (NasdaqCM: ESLR), a manufacturer
of String Ribbon® solar power products with its proprietary, low-cost silicon wafer
technology, announced today that it has extended the expiration date for its offers 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, and the related consent
solicitation.
The new expiration date for the offer and consent solicitation is 5:00 p.m., New York City time, on
Friday, February 11, 2011.
Based on a preliminary count provided to the Company by the exchange agent, as of 11:59 p.m., New
York City time, on February 9, 2011, holders of approximately $64 million aggregate principal
amount of the existing 4% notes (or approximately 26% of the existing 4% notes outstanding) had
tendered for exchange, and holders of approximately $79 million aggregate principal amount of the
existing 13% notes (or approximately 48% of the existing 13% notes outstanding) had tendered for
exchange and had delivered consents to the proposed amendments to the indenture governing the
existing 13% notes.
As previously announced, at a meeting of the Companys stockholders held yesterday, February 9, the
Companys stockholders approved the specific terms of the proposed exchange offers as required by
Nasdaq Marketplace Rule 5635. As such, the Company will either close the current exchange offers on
Friday, February 11 at 5:00pm, New York time, or terminate the offers if their respective
conditions are not met.
Lazard Capital Markets LLC is serving 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.
Where You Can Find Additional Information
Details regarding the terms and conditions of the 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) and in a tender
offer statement on Schedule TO, as amended, that has been filed with the SEC. Any investor holding
the Companys existing 4% notes or existing 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.
The registration statement, 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.
# # #
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 registered 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 and the consent solicitation. 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 the risk that the
Company does not 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 or an unwillingness of the holders
of existing notes to exchange their existing notes for new notes having the terms proposed. 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 W. McCarthy
Director Investor Relations & Government Affairs
mmccarthy@evergreensolar.com
Phone: 508-251-3261
Evergreen Solar, Inc.
Michael W. McCarthy
Director Investor Relations & Government Affairs
mmccarthy@evergreensolar.com
Phone: 508-251-3261