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 Company’s
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 Company’s comprehensive recapitalization plan, which if
completed, will substantially reduce the Company’s outstanding
indebtedness and annual interest expense, exchange a portion of the
Company’s 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 Company’s convertible debt to convert
their notes into common stock (which would further accomplish the
Company’s 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 Company’s
certificate of incorporation to increase the Company’s 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 Company’s 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
Company’s 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 SEC’s 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 Company’s 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 Company’s patented wafer
manufacturing technology uses significantly less polysilicon than
conventional processes. Evergreen Solar’s 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 Company’s
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 Company’s 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 Company’s 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 Company’s
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 Company’s 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.
Evergreen Solar, Inc. (MM) (NASDAQ:ESLRD)
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Evergreen Solar, Inc. (MM) (NASDAQ:ESLRD)
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