UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 20)*
SunPower Corporation
(Name of Issuer)
Common
Stock, par value $0.001 per share
(Title of Class of Securities)
867652
406
(CUSIP Number)
Paul
Moss-Bowpitt
Legal Director, Corporate Transactions
TOTALENERGIES SE
2, place Jean Millier
La Défense 6
92400 Courbevoie
France
00-331-4135-2834
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 30, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §
240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page. |
The information
required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 867652 406
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| 1 |
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Names of Reporting Persons
TotalEnergies SE |
| 2 |
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Check the Appropriate Box if a Member of a Group
(a)
¨
(b) ¨ |
| 3 |
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SEC
Use Only |
| 4 |
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Source of Funds (See Instructions)
WC |
| 5 |
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Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
| 6 |
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Citizenship or Place of Organization
France |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
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7 |
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Sole Voting Power
0 |
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8 |
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Shared Voting Power
162,970,512 (1)(2) |
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9 |
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Sole Dispositive Power
0 |
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10 |
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Shared Dispositive Power
162,970,512 (1)(2) |
| 11 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
162,970,512 (1)(2) |
| 12 |
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
| 13 |
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Percent of Class Represented by Amount in Row (11)
65.1% (3) |
| 14 |
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Type of Reporting Person
CO |
CUSIP No. 867652 406
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| 1 |
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Names of Reporting Persons
TotalEnergies Gestion USA SARL |
| 2 |
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Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
| 3 |
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SEC
Use Only |
| 4 |
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Source of Funds (See Instructions)
WC |
| 5 |
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Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
| 6 |
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Citizenship or Place of Organization
France |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
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7 |
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Sole Voting Power
0 |
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8 |
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Shared Voting Power
162,970,512
(1)(2) |
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9 |
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Sole Dispositive Power
0 |
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10 |
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Shared Dispositive Power
162,970,512 (1)(2) |
| 11 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
162,970,512 (1)(2) |
| 12 |
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
| 13 |
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Percent of Class Represented by Amount in Row (11)
65.1%
(3) |
| 14 |
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Type of Reporting Person
CO |
CUSIP No. 867652 406
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| 1 |
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Names of Reporting Persons
TotalEnergies Holdings USA, Inc. |
| 2 |
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Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
| 3 |
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SEC
Use Only |
| 4 |
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Source of Funds (See Instructions)
WC |
| 5 |
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Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
| 6 |
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Citizenship or Place of Organization
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
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7 |
|
Sole Voting Power
0 |
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8 |
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Shared Voting Power
162,970,512 (1)(2) |
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9 |
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Sole Dispositive Power
0 |
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10 |
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Shared Dispositive Power
162,970,512
(1)(2) |
| 11 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
162,970,512
(1)(2) |
| 12 |
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
| 13 |
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Percent of Class Represented by Amount in Row (11)
65.1%
(3) |
| 14 |
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Type of Reporting Person
CO |
CUSIP No. 867652 406
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| 1 |
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Names of Reporting Persons
TotalEnergies Delaware, Inc. |
| 2 |
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Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
| 3 |
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SEC
Use Only |
| 4 |
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Source of Funds (See Instructions)
WC |
| 5 |
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Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
| 6 |
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Citizenship or Place of Organization
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
|
7 |
|
Sole Voting Power
0 |
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8 |
|
Shared Voting Power
162,970,512 (1)(2) |
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9 |
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Sole Dispositive Power
0 |
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10 |
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Shared Dispositive Power
162,970,512 (1)(2) |
| 11 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
162,970,512
(1)(2) |
| 12 |
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
| 13 |
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Percent of Class Represented by Amount in Row (11)
65.1%
(3) |
| 14 |
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Type of Reporting Person
CO |
CUSIP No. 867652 406
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| 1 |
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Names of Reporting Persons
TotalEnergies Renewables USA, LLC |
| 2 |
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Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
| 3 |
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SEC
Use Only |
| 4 |
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Source of Funds (See Instructions)
WC |
| 5 |
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Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
| 6 |
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Citizenship or Place of Organization
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
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7 |
|
Sole Voting Power
0 |
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8 |
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Shared Voting Power
162,970,512 (1)(2) |
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9 |
|
Sole Dispositive Power
0 |
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10 |
|
Shared Dispositive Power
162,970,512 (1)(2) |
| 11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
162,970,512 (1)(2) |
| 12 |
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
| 13 |
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Percent of Class Represented by Amount in Row (11)
65.1% (3) |
| 14 |
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Type of Reporting Person
OO |
CUSIP No. 867652 406
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| 1 |
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Names of Reporting Persons
Sol Holding, LLC |
| 2 |
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Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
| 3 |
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SEC
Use Only |
| 4 |
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Source of Funds (See Instructions)
WC |
| 5 |
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Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
| 6 |
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Citizenship or Place of Organization
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
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7 |
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Sole Voting Power
0 |
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8 |
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Shared Voting Power
162,970,512
(1)(2) |
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9 |
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Sole Dispositive Power
0 |
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10 |
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Shared Dispositive Power
162,970,512
(1)(2) |
| 11 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
162,970,512 (1)(2) |
| 12 |
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
| 13 |
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Percent of Class Represented by Amount in Row (11)
65.1%
(3) |
| 14 |
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Type of Reporting Person
OO |
| (1) | Includes
33,402,112 shares of common stock, par value $0.001 per share (“Common Stock”)
of SunPower Corp. (the “Issuer”) issuable upon the exercise of the Second Tranche
Warrant (as described in this filing) and 41,612,944 shares of the Issuer’s Common
Stock issued upon the net exercise of the First Tranche Warrant (as described in this filing).
The First Tranche Warrant exercise price was paid on a cashless basis pursuant to the terms
of the warrant on March 5, 2024 and May 1, 2024, resulting in the Issuer withholding
an aggregate of 139,696 shares of Common Stock to pay the exercise price and issuing an aggregate
of 41,612,944 shares of Common Stock. |
| (2) | The shares of Common Stock reported herein
are held directly by Sol Holding, LLC. TotalEnergies Holdings USA, Inc. is the sole
shareholder of TotalEnergies Delaware, Inc., which is the sole member of TotalEnergies
Renewables USA, LLC, which is one of two members of Sol Holding, LLC, a limited liability
company managed by a board of managers. TotalEnergies Gestion USA SARL, which is a direct
wholly owned subsidiary of TotalEnergies SE, is the sole shareholder of TotalEnergies Holdings
USA, Inc. As a result, each of the foregoing entities may be deemed to beneficially
own the shares of Common Stock reported herein. |
| (3) | Percentage calculated based on (i) 175,361,088
shares of Common Stock outstanding as of December 15, 2023 as reported by the Issuer
in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission
on December 18, 2023 plus (ii) 41,612,944 shares of Common Stock issued to the
Reporting Person upon the cashless exercise of the First Tranche Warrant and (iii) 33,402,112
shares of Common Stock underlying the Second Tranche Warrant. In computing the number of
shares beneficially owned by a person or entity and the percentage ownership of that person
or entity, all shares subject to warrants held by such person or entity were deemed outstanding
if such warrants are currently exercisable or will become exercisable within 60 days of the
date of this filing. These shares were not deemed outstanding, however, for the purpose of
computing the percentage ownership of any other person or entity. |
Explanatory Note
This Amendment No. 20 (this “Amendment”)
amends and supplements the statement on Schedule 13D dated June 23, 2011, as amended on July 1, 2011, November 21, 2011,
December 23, 2011, February 2, 2012, March 1, 2012, June 6, 2013, June 18, 2014, December 9, 2015, December 10,
2015, November 25, 2019, January 21, 2020, February 4, 2020, February 19, 2020, March 20, 2020, April 15,
2020, May 25, 2022, August 18, 2022, September 12, 2022, and February 14, 2024 (the “Filing”), by the
Reporting Persons relating to the shares of common stock, par value $0.001 per share (“Common Stock”) of SunPower Corporation
(the “Issuer”). Information reported in the Filing remains in effect except to the extent that it is amended, restated or
superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings
set forth in the Filing.
The information set forth in response to each
separate Item below shall be deemed to be a response to all Items where such information is relevant. Information with respect to each
Reporting Person is given solely by such Reporting Person and no Reporting Person assumes responsibility for the accuracy or completeness
of the information furnished by another Reporting Person, except as otherwise provided in Rule 13d-1(k).
| Item
3. | Source
and Amount of Funds or Other Consideration. |
Item 3 of the Filing is amended and supplemented as follows:
Second Lien Credit Facility
As previously disclosed, on February 14,
2024, the Company entered into the Second Lien Credit Agreement, by and among the Company, certain of its subsidiaries as guarantors
party thereto, the lenders party thereto, GLAS USA LLC, as Administrative Agent, and GLAS Americas, LLC, as Collateral Agent (the “Second
Lien Credit Agreement”). Capitalized terms used but not defined in this section shall have
the meanings given to such terms in the Second Lien Credit Agreement.
The Second Lien Credit Agreement provides for
an approximately $175.5 million term loan facility comprised of: (i) an approximately $125.5 million tranche of second lien term
loans (“Tranche 1 Second Lien Loans”), which was borrowed on the closing date of the Second Lien Credit Agreement; and (ii) a
second tranche of $50 million of second lien term loans (“Tranche 2 Second Lien Loans”).
On May 30,
2024, the Company borrowed $50 million of Tranche 2 Second Lien Loans, which consisted of all Tranche 2 Term Loan Commitments.
The foregoing descriptions of the Tranche 2 Second
Lien Loans and the terms of the Second Lien Credit Agreement do not purport to be complete and are subject to, and qualified in their
entirety by, reference to the Second Lien Credit Agreement, which was filed as Exhibit 40
to this Filing as part of Amendment No. 19 dated February 14, 2024.
Warrants
As previously disclosed, in connection with the
Second Lien Credit Agreement, the Issuer agreed to issue to Sol Holding warrants to purchase shares of Common Stock in two tranches:
(i) the first tranche (“First Tranche Warrant”) consisting of a warrant exercisable for 41,752,640 shares of Common
Stock and (ii) the second tranche (“Second Tranche Warrant”) consisting of an additional warrant exercisable for 33,402,112
shares of Common Stock. As previously disclosed, on February 14, 2024, concurrent with the issuance of the Tranche 1 Loans, the
Issuer issued the First Tranche Warrant to Sol Holding. On March 5, 2024, Sol Holding elected to exercise the portion of the First
Tranche Warrant representing 35,077,905 of the 41,752,640 shares of Common Stock underlying the First Tranche Warrant, and paid the exercise
price on a cashless basis pursuant to the terms of the First Tranche Warrant, resulting in the Issuer withholding 107,907 shares of Common
Stock to pay the exercise price and issuing to Sol Holding an aggregate of 34,969,998 shares of Common Stock. On May 1, 2024, Sol
Holding elected to exercise the remaining 6,674,735 shares of Common Stock underlying the First Tranche Warrant, and paid the exercise
price on a cashless basis pursuant to the terms of the First Tranche Warrant, resulting in the Issuer withholding 31,789 shares of Common
Stock to pay the exercise price and issuing to Sol Holding an aggregate of 6,642,946 shares of Common Stock. The total number of shares
of Common Stock issued to Sol Holding upon the exercises of the First Tranche Warrants was 41,612,944 shares of Common Stock.
On May 30, 2024, concurrently with the issuance
of the Tranche 2 Loans, the Issuer issued the Second Tranche Warrant to Sol Holding.
The
Second Tranche Warrant is exercisable in whole or in part for shares of Common Stock at an exercise price of $0.01 per share and expires
on the tenth anniversary of issuance. Sol Holding may pay the exercise price in cash or elect to exercise the Second Tranche Warrant
on a “cashless” basis. Pursuant to the terms of the Second Tranche Warrant, the number of shares for which the Second
Tranche Warrant is exercisable and the exercise price for such shares may be adjusted in the event of certain dilutive issuances pursuant
to an anti-dilution formula set forth in the Second Tranche Warrant, and for stock splits, reclassifications, share combinations, dividends
or distributions made by the Issuer on the Common Stock. Further, in connection with an Event of Default (as defined in the Second
Lien Credit Agreement), the Issuer may be required, at the election of the warrantholder, to either (a) purchase the Second
Tranche Warrant for a cash amount equal to the Black-Scholes Value (as defined in the Second Tranche Warrant) of the unexercised portion
of the Second Tranche Warrant or (b) permit the exercise of the Second Tranche Warrant pursuant to a cashless default exercise for
a number of shares of Common Stock with a value equal to the Black-Scholes Value of the unexercised portion of the Second Tranche Warrant.
The foregoing description of the Second Tranche
Warrant does not purport to be complete and is qualified by the full text of the Warrant to Purchase, which is filed as Exhibit 46
to this Filing.
| Item 4. | Purpose
of Transaction. |
Item 4 of the Filing is amended and supplemented as follows:
The descriptions of the Tranche 2 Loans and Second
Tranche Warrant in Item 3 are hereby incorporated by reference into this Item 4.
| Item 5. | Interest
in Securities of the Issuer. |
Item 5 of the Filing is amended and restated in its entirety as follows.
The information set forth in the facing pages of
this Schedule 13D with respect to the shared beneficial ownership of Common Stock by the Reporting Persons is incorporated by reference
into this Item 5.
The information set forth in Items 2, 3 and 4 is hereby incorporated
by reference into this Item 5.
(a)-(b) The number and percentage of shares
of Common Stock to which this Filing relates is 162,970,512, constituting 65.1% of the Common Stock outstanding. The percentage of beneficial
ownership in this Filing is calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and
is based on an aggregate of 175,361,088 shares of Common Stock outstanding as of December 15, 2023 as reported by the Issuer in
its quarterly report on Form 10-Q filed with the SEC on December 18, 2023, adjusted to reflect the 41,612,944 shares of Common
Stock issued to Sol Holding upon the cashless exercise of the First Tranche Warrant.
The shares of Common Stock reported herein are
held directly by Sol Holding. TotalEnergies Holdings is the sole shareholder of TotalEnergies Delaware, which is the sole member of TotalEnergies
Renewables, which is one of two members of Sol Holding, a limited liability company managed by a board of managers. TotalEnergies Gestion,
which is a direct wholly owned subsidiary of TotalEnergies SE, is the sole shareholder of TotalEnergies Holdings. As a result, each of
the foregoing entities may be deemed to beneficially own the shares of Common Stock reported herein.
(c) Other
than as disclosed in Item 4 of this Amendment, none of the Reporting Persons has effected any transactions in the Common Stock during
the past 60 days.
(d) None.
(e) Not
applicable.
| Item
7. | Materials
to be Filed as Exhibits |
Item 7 of the Filing is hereby amended and supplemented as follows:
| Exhibit Number | Description |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and correct.
Date:
June 3, 2024
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TOTALENERGIES SE |
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By: |
/s/
Marine Delaitre |
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Name: |
Marine Delaitre |
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Title: |
Authorized Signatory |
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TOTALENERGIES GESTION USA SARL |
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By: |
/s/
Eric Bozec |
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Name: |
Eric Bozec |
| |
Title: |
General Manager |
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TOTALENERGIES HOLDINGS USA, INC. |
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By: |
/s/
Richard Frazier |
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Name: |
Richard Frazier |
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Title: |
Assistant Secretary |
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TOTALENERGIES DELAWARE, INC. |
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By: |
/s/
Richard Frazier |
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Name: |
Richard Frazier |
| |
Title: |
Secretary |
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TOTALENERGIES RENEWABLES USA, LLC |
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By: |
/s/
Richard Frazier |
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Name: |
Richard Frazier |
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Title: |
Secretary |
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SOL HOLDING, LLC |
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By: |
/s/ Christopher Gillies |
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Name: |
Christopher Gillies |
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Title: |
President and Manager |
Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING
PERSONS
Set forth below is the name
and current principal occupation or employment of each director and executive officer, as applicable, of TotalEnergies SE, TotalEnergies
Gestion USA SARL, TotalEnergies Holdings USA Inc., TotalEnergies Delaware Inc., TotalEnergies Renewables USA LLC and Sol Holding, LLC.
The business address of each of the directors and executive officers of TotalEnergies SE and TotalEnergies Gestion USA SARL is 2, place
Jean Millier, La Défense 6, 92400 Courbevoie, France. The business address of each of the other individuals listed below is 1201
Louisiana St. Suite 1800, Houston, TX 77002
TOTALENERGIES SE
Name |
Occupation |
Citizenship |
| Patrick
Pouyanné |
Chairman
and Chief Executive Officer |
French |
| Helle
Kristoffersen |
President,
Asia |
French
and Danish |
| Stéphane
Michel |
President,
Gas, Renewables & Power |
French |
| Thierry
Pflimlin |
President,
Marketing & Services |
French |
| Bernard
Pinatel |
President,
Refining & Chemicals |
French |
| Jean-Pierre
Sbraire |
Chief
Financial Officer |
French |
| Namita
Shah |
President,
OneTech |
French |
| Nicolas
Terraz |
President,
Exploration & Production |
French |
| Aurélien
Hamelle |
President
Strategy & Sustainability |
French |
| Jacques
Aschenbroich |
Director |
French |
| Anelise
Quintão Lara |
Director |
French |
| Marie-Christine
Coisne-Roquette |
Lead
Independent Director |
French |
| Lise
Croteau |
Director |
Canadian |
| Mark
Cutifani |
Director |
Australian |
| Emma
de Jonge |
Director
representing employee shareholders |
French |
| Romain
Garcia-Ivaldi |
Director
representing employees |
French |
| Maria
van der Hoeven |
Director |
Netherlands |
| Glenn
Hubbard |
Director |
American |
| Anne-Marie
Idrac |
Director |
French |
| Jean
Lemierre |
Director |
French |
| Dirk
Paskert |
Director |
German |
| Angel
Pobo |
Director
representing employees |
French |
TOTALENERGIES GESTION USA SARL
| Eric
Bozec |
General
Manager |
French |
TOTALENERGIES HOLDINGS USA INC.
| Mike
Naeve |
Director |
American |
| Christophe
Vuillez |
Director,
President & Chief Executive Officer |
French |
| Alexander
Adotevi |
Director
and Chief Financial Officer |
German |
| Dawn
Lannin |
Director,
General Counsel & Secretary |
American |
| Eric
Bozec |
Director |
French |
| Esmeralda
Fernandez |
Treasurer |
American |
| Rich
Frazier |
Assistant
Secretary |
American |
TOTALENERGIES DELAWARE INC.
| Christophe
Vuillez |
Director
and President |
French |
| Alexander
Adotevi |
Director
and Vice President |
German |
| Dawn
Lannin |
Director |
American |
| Esmeralda
Fernandez |
Treasurer |
American |
| Rich
Frazier |
Secretary |
American |
TOTALENERGIES RENEWABLES USA LLC
| Vincent
Stoquart |
Manager |
Belgian |
| Marc-Antoine
Pignon |
Manager
and Chief Executive Officer |
French |
| Olivier
Terneaud |
Manager |
French |
| Alexander
Adotevi |
Manager |
German |
| David
Foulon |
Manager |
American |
| Christopher
Gillies |
Chief
Financial Officer |
Australian |
| Ali
Mirza |
Vice
President, Structured Finance |
American |
| Jeff
Newcombe |
Vice
President, Technical |
American |
| Anais
Immas |
Vice
President, Business Development |
French |
| Eric
Potts |
Vice
President, Managing Director, Distributed Generation |
American |
| Greg
Nelson |
Vice
President, Managing Director – Core Solar |
American |
| Esmeralda
Fernandez |
Treasurer |
American |
| Rich
Frazier |
Secretary |
American |
| Simon
Hayes |
Assistant
Secretary |
British |
| Ha
C. Yi |
Assistant
Secretary |
American |
Sol Holding, LLC
| Vincent
Stoquart |
Manager |
Belgian |
| Jonathan
Bram |
Manager |
American |
| Christopher
Gillies |
President
and Manager |
Australian |
| Emmanuel
Barrois |
Manager |
French |
| Daniel
Barbosa |
Manager |
American |
| Rich
Frazier |
Secretary |
American |
| Wendy
Barberousse |
Assistant
Secretary |
American;
French |
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