Energy Conversion Devices Announces Offering of 4,708,500 Shares of Common Stock, $225 Million of Convertible Senior Notes, and
13 6월 2008 - 5:47AM
PR Newswire (US)
ROCHESTER HILLS, Mich., June 12 /PRNewswire-FirstCall/ -- Energy
Conversion Devices, Inc. (NASDAQ:ENER), a global manufacturer of
thin-film flexible solar laminate products for the building
integrated and commercial rooftop markets, announced today that it
has filed preliminary prospectus supplements with the Securities
and Exchange Commission relating to proposed public offerings of
4,708,500 shares of common stock and $225 million aggregate
principal amount of Convertible Senior Notes due 2013. Energy
Conversion Devices intends to grant the underwriters of the
proposed offering of common stock an option to purchase up to an
additional 190,500 shares of common stock, and to grant to the
underwriters of the proposed offering of notes an option to
purchase up to an additional $33.75 million aggregate principal
amount of notes. The interest rate, conversion rate, conversion
price and other terms of the notes will be determined at the time
of the pricing of the offering. The notes will be senior unsecured
obligations and will rank equal in right of payment with any future
senior unsecured debt, and senior in right of payment to all of the
company's existing and future debt, if any, that is subordinated to
the notes. Concurrently with this offering of the notes, Energy
Conversion Devices is offering 4,708,500 shares of its common
stock. Of these, 3,438,500 shares will be lent by Energy Conversion
Devices to Credit Suisse International, or CSI, an affiliate of
Credit Suisse Securities (USA) LLC, pursuant to a share lending
agreement among Energy Conversion Devices, Credit Suisse Securities
(USA) LLC and CSI. Under that agreement, CSI will be entitled to
offer and sell such shares pursuant to the equity prospectus
supplement and will agree to use the sale of such offered shares to
facilitate the establishment of hedge positions by investors in the
notes offered and potentially other securities. CSI will receive
all of the proceeds from the share lending arrangement. Energy
Conversion Devices will not receive any of the proceeds from the
share lending arrangement but will receive a nominal lending fee.
The completion of the lending of shares pursuant to the share
lending arrangement is conditioned on completion of the convertible
notes offering. While the borrowed shares will be considered issued
and outstanding for corporate law purposes, because the shares lent
pursuant to that agreement must be returned to Energy Conversion
Devices prior to June 15, 2013, the company believes that under
U.S. generally accepted accounting principles, the borrowed shares
will not be considered outstanding for the purpose of computing and
reporting earnings per share. Credit Suisse Securities (USA) LLC
and UBS Securities LLC are acting as the representatives of the
underwriters and the book-running managers for the common stock
offering and the convertible note offering, and JPMorgan Chase
& Co., Deutsche Bank Securities, and Lazard Ltd. will serve as
co-managers. Energy Conversion Devices intends to use the net
proceeds from the offering of convertible notes and the
underwritten equity offering for the expansion of its solar
laminate production in connection with its plan to reach 1 GW of
capacity by 2012 and for general corporate purposes. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these
securities, in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or
jurisdiction. A registration statement relating to these securities
(including a prospectus and two prospectus supplements) has been
filed with the Securities and Exchange Commission. Prospective
investors should read the prospectus, prospectus supplements, the
registration statement and other documents Energy Conversion
Devices has filed with the SEC for more complete information about
Energy Conversion Devices and this offering. These documents are
available at no charge by visiting EDGAR on the SEC Web site at
http://www.sec.gov/. Alternatively, a prospectus and prospectus
supplement for the common stock offering and/or for the convertible
notes offering may be obtained by contacting the prospectus
department of Credit Suisse Securities (USA) LLC, One Madison
Avenue, New York, NY 10010, (tel: 1 800-221-1037). NOTE: This press
release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, including
statements regarding the offering, the use of the net proceeds from
the offering and the belief that the borrowed shares will not be
considered outstanding for the purpose of computing and reporting
earnings per share. These forward-looking statements involve risks
and uncertainties. Factors that could cause actual events to differ
materially from those predicted in such forward-looking statements
include market conditions, potential fluctuations in Energy
Conversion Devices' stock price, management's broad discretion over
the use of the net proceeds of the offering, or changes in U.S.
generally accepted accounting principles or in their
interpretation. Certain of these risks and others are detailed from
time to time in Energy Conversion Devices' periodic reports filed
with the Securities and Exchange Commission, including, but not
limited to, its annual report on Form 10-K for the year ended June
30, 2007, its quarterly report on Form 10-Q for the quarter ended
March 31, 2008 and in the registration statement. DATASOURCE:
Energy Conversion Devices, Inc. CONTACT: Mark T. Trinske, Vice
President, Investor Relations & Corporate Communications,
Energy Conversion Devices, Inc., +1-248-299-6063 Web site:
http://www.ovonic.com/
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