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8-K - FORM 8-K - EVERGREEN SOLAR INC | b84007e8vk.htm |
EX-1.1 - EX-1.1 - EVERGREEN SOLAR INC | b84007exv1w1.htm |
Exhibit 99.1
PRESS RELEASE
Evergreen Solar Commences Exchange Offers and Consent Solicitation
Marlboro, Massachusetts, January 3, 2011 Evergreen Solar, Inc. (NasdaqCM: ESLRD), a
manufacturer of String Ribbon® solar power products with its proprietary, low-cost silicon wafer
technology, today announced that it has commenced exchange offers for its outstanding convertible
debt. 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 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.
The exchange offer for the existing 4% notes is being conducted as a modified Dutch auction
pursuant to which holders of such notes will have the opportunity to specify an exchange ratio at
which they would be willing to exchange such notes for new 4% notes. Holders must submit tenders in
the range from $425 principal amount to $500 principal amount of new 4% notes that would be issued
for each $1,000 principal amount of existing 4% notes surrendered for exchange by such holder. If
the 4% clearing exchange ratio is $425, the Company will issue $85,000,000 aggregate principal
amount of new 4% notes, and if the 4% clearing exchange ratio is $500, the Company will issue
$100,000,000 aggregate principal amount of new 4% notes, in each case assuming that $200,000,000
principal amount of existing 4% notes are tendered.
In exchange for each $1,000 principal amount of existing 13% notes that is tendered and accepted,
holders of existing 13% notes will receive $1,000 principal amount of the Companys new 7.5% notes.
In addition, the Company is soliciting the consent of holders of the requisite principal amount of
existing 13% notes to amend certain terms of the indenture governing the existing 13% notes. The
proposed amendments would release the security interest and all of the collateral securing the
Companys obligations under the existing 13% notes, 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.
The exchange offers and consent solicitation will expire at 11:59 p.m., New York City time, on
January 31, 2011, unless extended. Tendered existing 4% notes and existing 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.
In connection with the exchange offers and consent solicitation, 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
notes) under the applicable provisions of Nasdaq Marketplace Rule 5635, and to approve an amendment
to the Companys certificate of incorporation to increase the Companys authorized common shares to
240,000,000 from 120,000,000. Approval of these proposals is a condition to the exchange offers.
-more-
The exchange offers and consent solicitation are a key element of the Companys comprehensive
recapitalization plan, which if completed, will substantially reduce the Companys outstanding
indebtedness and annual interest expense, exchange a portion of the Companys existing debt for new
debt with longer maturities, create a capital structure that the Company believes is more likely to
cause the holders of the Companys convertible debt to convert their notes into common stock (which
would further accomplish the Companys long term goal of substantially reducing its outstanding
debt) and increase the Companys flexibility to manage its business by eliminating certain
restrictive covenants and the security interest contained in the existing 13% notes. As part of the
recapitalization plan, the Company also intends to offer an additional $40,000,000 aggregate
principal amount of the new 4% notes in an underwritten offering for cash.
Lazard Capital Markets LLC will serve as the dealer manager for the exchange offers and consent
solicitation and sole bookrunner for the new money offering. 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 registration statement that has been filed with the Securities
and Exchange Commission (SEC) and in a tender offer statement on Schedule TO that has been filed
with the SEC. Any investor holding the Companys 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 expects to file and mail the definitive proxy statement
to stockholders on or about January 5, 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, the tender offer statement on Schedule TO
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 outstanding 4% and
13% convertible 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.
-more-
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 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 trademarks of Evergreen Solar, Inc.
Safe Harbor Statement
This press release includes statements regarding expectations, beliefs, strategies, goals,
outlook and other non-historical matters. Any such statements are forward-looking statements made
pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements include but are not limited to statements about the form and timing of
the exchange offers, the consent solicitation, the special meeting of the Companys stockholders
and the proposed sale of new 4% notes. 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, 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 Companys 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 Companys 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 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 McCarthy
Director of Investor & Government Affairs
mmccarthy@evergreensolar.com
Phone: 508-251-3261
Evergreen Solar, Inc.
Michael McCarthy
Director of Investor & Government Affairs
mmccarthy@evergreensolar.com
Phone: 508-251-3261