Maxeon Solar Technologies Offers Note Exchange

Ticker: MAXN · Form: 6-K · Filed: May 30, 2024 · CIK: 1796898

Maxeon Solar Technologies, Ltd. 6-K Filing Summary
FieldDetail
CompanyMaxeon Solar Technologies, Ltd. (MAXN)
Form Type6-K
Filed DateMay 30, 2024
Risk Levelmedium
Pages16
Reading Time19 min
Key Dollar Amounts$196,000,000, $1,000, $700, $300, $0.3953
Sentimentneutral

Sentiment: neutral

Topics: debt-exchange, convertible-notes, debt-management

TL;DR

Maxeon offering to swap 2025 notes for cash & stock to lighten debt load.

AI Summary

On May 30, 2024, Maxeon Solar Technologies, Ltd. entered into exchange agreements with certain holders of its 6.50% convertible senior notes due 2025. The company is offering these noteholders the option to exchange their notes for a combination of cash and shares of the Company's common stock. This move is part of Maxeon's ongoing efforts to manage its debt obligations.

Why It Matters

This exchange offer allows Maxeon Solar Technologies to proactively manage its outstanding debt, potentially improving its balance sheet and financial flexibility.

Risk Assessment

Risk Level: medium — The exchange offer involves debt restructuring, which can indicate financial pressure or strategic shifts that carry inherent risks.

Key Numbers

  • 6.50% — Interest Rate (Interest rate on the convertible senior notes due 2025 being exchanged.)

Key Players & Entities

  • Maxeon Solar Technologies, Ltd. (company) — Company entering into exchange agreements
  • May 30, 2024 (date) — Date of exchange agreements
  • 6.50% convertible senior notes due 2025 (debt) — Notes subject to exchange
  • 2025 Noteholders (group) — Holders of the convertible notes

FAQ

What is the primary purpose of the exchange agreements entered into by Maxeon Solar Technologies?

The exchange agreements were entered into to offer certain holders of the Company's 6.50% convertible senior notes due 2025 the option to exchange their notes for cash and shares of the Company's common stock.

Who are the parties involved in these exchange agreements?

Maxeon Solar Technologies, Ltd. and certain holders of the Company's 6.50% convertible senior notes due 2025 (referred to as the '2025 Noteholders') are the parties involved.

What is being offered in exchange for the convertible notes?

In exchange for the convertible notes, the Company is offering a combination of cash and shares of the Company's common stock.

What is the maturity date of the notes subject to the exchange offer?

The notes subject to the exchange offer are the 6.50% convertible senior notes due 2025.

When did Maxeon Solar Technologies enter into these exchange agreements?

Maxeon Solar Technologies entered into these exchange agreements on May 30, 2024.

Filing Stats: 4,807 words · 19 min read · ~16 pages · Grade level 20 · Accepted 2024-05-30 07:28:47

Key Financial Figures

  • $196,000,000 — mpany agreed to acquire an aggregate of $196,000,000 of the Existing 2025 Notes, representin
  • $1,000 — conditions set forth therein, for each $1,000 principal amount of Existing 2025 Notes
  • $700 — h holder thereof will be issued (i) (x) $700 principal amount of the Company’s
  • $300 — Tranche A Exchange Notes ”); (y) $300 principal amount of the Company’s
  • $0.3953 — es, at an initial conversion price of US$0.3953 per Share, subject to adjustments to be
  • $3.11 — rice of any future priced securities is $3.11 per share, which was the closing share
  • $25,000,000 — ion, and purchase by the Investor, of US$25,000,000 in aggregate principal amount of the Co
  • $97,500,000 — ate principal amount of not less than US$97,500,000, including but not limited to through t
  • $62,500,000 — regate principal amount of no less than $62,500,000. Notwithstanding any release in accorda
  • $70,000,000 — US$97,500,000, which consists of (x) US$70,000,000 to be paid by the Investor in the form
  • $2,500,000 — ncipal amount of New 1L Notes and (z) US$2,500,000, which amount is being paid by the Inve
  • $40 m — i) total cash liquidity of no less than $40 million, as measured at the end of each q

Filing Documents

From the Filing

OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: May 2024 Commission File Number: 001-39368 MAXEON SOLAR TECHNOLOGIES, LTD. (Exact Name of registrant as specified in its charter) 8 Marina Boulevard #05-02 Marina Bay Financial Centre 018981, Singapore (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F Form 40-F Entry into Exchange Agreements On May 30, 2024, Maxeon Solar Technologies, Ltd. (the “ Company ”) entered into exchange agreements (each, an “ Exchange Agreement ”) with certain holders (the “ 2025 Noteholders ”) of the Company’s 6.50% Green Convertible Senior Notes due 2025 (the “ Existing 2025 Notes ”), pursuant to which the Company agreed to acquire an aggregate of $196,000,000 of the Existing 2025 Notes, representing approximately 98% of the outstanding principal amount of the Existing 2025 Notes. In accordance with the Exchange Agreements, subject to the terms and conditions set forth therein, for each $1,000 principal amount of Existing 2025 Notes so acquired, each holder thereof will be issued (i) (x) $700 principal amount of the Company’s new Tranche A Note Adjustable-Rate Convertible Second Lien Senior Secured Notes due 2028 (the “ Tranche A Exchange Notes ”); (y) $300 principal amount of the Company’s new Tranche B Note Adjustable-Rate Convertible Second Lien Senior Secured Notes due 2028 (the “ Tranche B Exchange Notes, ” and together with Tranche A Exchange Notes, the “ Exchange Notes ”), plus (z) additional Tranche B Exchange Notes, equal to the amount of accrued and unpaid interest on such Existing 2025 Notes up to, but not including, the date on which the closing of the transactions contemplated by the Exchange Agreement occurs (the “ Exchange Closing Date ”), and (ii) warrants (the “ Exchange Warrants ” and together with the Exchange Notes, the “ Exchange Securities ”) granting such holder the right to purchase ordinary shares, no par value (the “ Shares ”), of the Company subject to the terms and conditions set forth therein. Each Exchange Agreement contains certain representations, warranties and other agreements by the Company and the relevant 2025 Noteholders. The Company’s and the 2025 Noteholders’ obligations under the Exchange Agreements are subject to various conditions set forth in the Exchange Agreements, including, among other things, (a) the following documents being in a form that is reasonably acceptable to the 2025 Noteholders and each such document being executed and delivered as of the Exchange Closing Date by each party thereto: (i) the Exchange Notes Indenture (as defined below), (ii) the Bridge NPA, the SPA and the Supplemental Indenture (each as defined below), (iii) the global warrant reflecting the Exchange Warrants , (iii) the Exchange Security Documents (as defined below) and the intellectual property security agreement with respect to intellectual property of the Company located or registered in the United States, (iv) the Investor Warrant (as defined below), (v) the Forward Purchase Agreement (as defined below), (vi) the New 1L Notes Indenture and the form of New 1L Note, (vii) the Supplemental Deed to the Company’s existing Shareholders Agreement (the “ Amended Shareholders Agreement ”), (vii) the A&R Option Agreement, (viii) the Shareholders’ agreement waiver letter and (ix) an amended indenture governing Amended 1L Notes (as defined below), and (b) the qualification of the Exchange Notes Indenture under the Trust Indenture Act of 1939, as amended. Accordingly, there can be no assurance if or when the Company will consummate the transactions contemplated by the Exchange Agreements. The Exchange Securities to be issued in the transactions contemplated by the Exchange Agreements were offered, and will be sold, pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “ Securities Act ”). The Company will not receive any cash proceeds from the issuance of the Exchange Securities. The foregoing description is only a summary and is qualified in its entirety by reference to the Form of Exchange Agreement that is attached to this Report on Form 6-K (this “ Form 6-K ”) as an exhibit and incorporated herein by reference. The Exchange Notes The Exchange Notes will be issued on the Exchange Closing Date pursuant to, and will be governed by, an indenture (the “ Exchange Notes Indenture ”) to be dated as of the Exchange Closing Date, among the Company, the guarantors party th

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