Complete Solaria, Inc. (“Complete Solaria” or the “Company”)
(NASDAQ: CSLR) today announced that T.J. Rodgers will become the
company’s Chief Executive Officer (CEO). Rodgers said, “First, I
would like to thank Chris Lundell, our current CEO, who came in at
the board’s request to stabilize the company during a stressful
period of rapid headcount reduction. Chris will remain on the
Company’s board. Moving forward, I believe in the Company’s mission
and I will step up to the CEO job to use my experience at fund
raising and M&A to help it succeed. That said, I will resign as
CEO when one of two endpoints occurs: success, when we are on a
solid economic footing and growing rapidly – or failure, when I
believe that the chokehold our private equity debt holders have on
us will prevent the company from ever being successful.”
Will Anderson, Complete Solaria founder and
board member said, “I founded Complete Solaria in 2010, and am
proud of the great progress we made in the last year. Our quarterly
operating expense has dropped from $12 million in 2023 to a
forecasted $3.6 million this quarter. We have fixed many field
quality problems by changing the way we work with our new VP of
Quality, Linda DeJulio. Our ex-Cypress executives Minh Pham and
Perry Cruz, have cut our installation cycle time to half of what it
used to be. In medical terms, our financial condition is ‘critical
but stable,’ but we will be able to get through this quarter
without more funding, although the undeclared default Carlyle’s
Andew Kapp resolutely holds over us has convinced many of our
vendors to cut off our credit, severely limiting our revenue
because we cannot afford to buy and install the systems for which
we already have orders.”
Rodgers observed, “I have never worked with
investors that deliberately harm their companies. I am a Silicon
Valley entrepreneur whose first company, Cypress Semiconductor, was
funded by iconic Sand Hill Road firms: Kleiner Perkins, Sequoia,
and Mayfield – all storied and ethical venture funds that exist to
build companies not only with funding but also with their direct
involvement – just as I am now doing at Complete Solaria. I believe
the stark contrast between Silicon Valley’s incubator methods and
Carlyle’s classic private equity hardball tactics is why Silicon
Valley companies, along with Microsoft, occupy the top nine
positions on the prestigious S&P 500 – while N.Y. private
equity, despite having trillions of dollars, is a no-show on the
S&P 500 down to the No. 11 slot, now filled by the 153-year old
J.P. Morgan. As a counter example, the little Silicon Valley firm I
helped out in 2017, Enphase Energy, is now worth $15 billion. In
2020, it was invited to join the S&P 500, replacing Tiffany –
and then became the S&P’s fastest growing company for a record
three consecutive years. I helped that ailing startup with no
compensation other than the return I earned on the investment I
made, in order to help out John Doerr, Chairman of Kleiner Perkins,
to repay him for the 10 years he spent on Cypress’s board helping
me. Silicon Valley believes in and builds companies; we don’t
threaten to put people out of business or confiscate their assets –
that’s what thugs do.”
Complete Solaria also announced the promotion of
Brian Wuebbels, its current Chief Financial Officer, who also has
an MBA and a degree in mechanical engineering, to the position of
Chief Operating Officer reporting to Rodgers. Wuebbels said, “Last
year, I made the decision to move on from Complete Solaria in order
to take the next step in my career, but I agreed with T.J. Rodgers
to stay behind for a quarter to make sure that CSLR’s first full
physical audit and SEC 10K report filing were on time and
error-free. I now look forward to taking our solar operations to
the next level in yield, quality and cycle time.”
T.J. Rodgers continued, “We now have senior
leadership in place at Complete Solaria with strong retention
packages under our new employee option program. This will allow me
to focus on strategy and shareholder value – and since we have less
than $1 million in cash, that must start with converting
our debt to equity, as I have just done personally. I am
now convinced that Andrew Kapp’s plan from the Carlyle playbook is
to keep kneeling on our neck while allowing us to build value, and
then to strip the newly created assets from the company. You can
read more about Carlyle’s destructive tactics in a new book by
Pulitzer Prize-winning journalist Gretchen Morgenson, entitled
These Are The Plunderers: How Private Equity Runs – and Wrecks –
America. Carlyle’s website piously and hypocritically claims ‘As a
global firm we work together to create long-term value for our
investors, companies, shareholders, people and communities.’ The
Carlyle chapter in the new book tells a completely different story
of how Carlyle acquired the Toledo-based health care company, HCR
ManorCare – an operator and owner of over five hundred nursing
homes – then stripped out and sold the company’s facilities to a
real estate broker for $6.6 billion, eventually bankrupting the
company with high rent payments on the properties it once owned.
The playbook comes from Carlyle founder, David Rubinstein, who is
quoted in Plunderers as having rationalized his destructive
takeover with: ‘While we’re not perhaps guardian angels, we are
providing a social service…making companies more efficient.’ Based
on this and our experience, it seems a more accurate Carlyle
mission statement would read like this: ‘We buy or take over
companies using high-interest loans with complex covenants and high
penalties, and then strip and sell their assets for a profit.’
Rodgers continued, “David Rubenstein has hurt
more than just the companies he invests in. He collects trophy
board memberships, including his trusteeship on the Harvard
Corporation Board, which he will leave this year after only one
term. During his tenure, Harvard slipped to No. 248 – last – on the
list of 248 colleges ranked for free speech on campus by the highly
respected Foundation for Individual Rights and Expression. FIRE
co-founder, Harvey Silverglate, author of “The Shadow University”,
a definitive work on free speech on campus, said, ‘I spent the
first half of my career defending students from conservative
college administrative crack-downs, and the second half of my
career defending student free speech against attacks by the
left-wing orthodoxies now in power.’ Harvard’s last-place free
speech ranking by FIRE is based on quantitative metrics which
include a complete legal review of the university’s speech code,
direct interviews with over 55,000 students, the number of scholars
sanctioned for unaligned views, and the number of invited speakers
deplatformed. What I find amazing is that Mr. Rubenstein is a
graduate of the University of Chicago, whose Chicago Statement is
the speech code widely considered to be the best in the nation.
Princeton and 107 other universities have adopted it. How could Mr.
Rubenstein possibly fail to convince his fellow Harvard Corporation
Board members to adopt an exemplary speech code from his alma mater
when they were struggling in last place?
T.J. Rodgers closed, “Messrs. Kapp and
Rubenstein, I built and ran a real, operating semiconductor company
for an industry-record 34 years. I don’t need or want your help. I
want your knee off of my neck, so I can breathe. If you don’t free
us by converting your debt to equity, as I have, I will resign
shortly thereafter and allow investors to observe and cringe at
Carlyle’s organ-harvesting methods in action.”
Rodgers added an epilogue, “While I was spending
Sunday night writing this press release, I received an email from
Carlyle at 10:06 EDT from Sanket Patel, another Carlyle employee
I’ve never heard of. Patel warned me that my recent threatened
press release (i.e. the above) might “necessitate legal action by
Carlyle.” Make my day. I would relish telling my Carlyle stories in
detail – under oath – to a jury of my peers in a public trial.”
About Complete SolariaComplete
Solaria is a solar company with unique technology and end-to-end
customer offering, which includes financing, project fulfilment and
customer service. Complete Solaria’s digital platform together with
premium solar products enable one-stop service for clean energy
needs for customers wishing to make the transition to a more
energy-efficient lifestyle. For more information visit
www.CompleteSolaria.com and follow us on LinkedIn.
Forward Looking
Statements This press release may contain certain
forward-looking statements within the meaning of the federal
securities laws with respect to the referenced transactions. These
forward-looking statements generally are identified by the words
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “would,” and similar expressions,
but the absence of these words does not mean that a statement is
not a forward-looking statement. Forward-looking statements are
forecasts, predictions, projections and other statements about
future events that are based on current expectations, hopes,
beliefs, intentions, strategies and assumptions and, as a result,
are subject to risks and uncertainties. Many factors could cause
actual future events to differ materially from the forward-looking
statements in this press release, including but not limited to: (i)
risks that the sale of certain assets and other business items will
not be completed on the terms set forth in the Asset Purchase
Agreement or the ancillary agreements referenced in the Asset
Purchase Agreement, if at all; (ii) the sale of assets disrupts
current plans and operations of the companies or diverts
managements’ attention from Complete Solaria’s business operations;
(iii) the outcome of any legal proceedings that may be instituted
in connection with the assets sale; (iv) the price of Complete
Solaria’s securities may be volatile due to a variety of factors,
including changes in the applicable competitive or regulatory
landscapes, variations in operating performance across competitors,
changes in laws and regulations affecting Complete Solaria’s
business, and changes in the combined capital structure; (v) the
ability to implement business plans, forecasts, and other
expectations after the completion of the business combination, and
identify and realize additional opportunities; (vi) the evolution
of the markets in which Complete Solaria will compete.
The foregoing list of factors is not exhaustive.
Readers should carefully consider the foregoing factors and the
other risks and uncertainties described in the “Risk Factors”
section of the registration statement on Form S-4 filed, which was
declared effective by the Securities and Exchange Commission (the
“SEC”) on June 30, 2023. Such filings identify and address other
important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Complete Solaria
assumes no obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise.
For investor inquiries, please contact:
Complete Solaria, Inc.Sioban HickiePhone: +1 (510) 270-2537
CompleteSolariaIR@icrinc.com
Source: Complete Solaria, Inc.
Complete Solaria (NASDAQ:CSLR)
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Complete Solaria (NASDAQ:CSLR)
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