Maxeon Solar Closes Private Exchange Transactions

Ticker: MAXN · Form: 6-K · Filed: Jun 21, 2024 · CIK: 1796898

Maxeon Solar Technologies, Ltd. 6-K Filing Summary
FieldDetail
CompanyMaxeon Solar Technologies, Ltd. (MAXN)
Form Type6-K
Filed DateJun 21, 2024
Risk Levelmedium
Pages16
Reading Time19 min
Key Dollar Amounts$138,950,000, $65,069,403, $198,500,000, $5,519,403, $100 million
Sentimentneutral

Sentiment: neutral

Topics: restructuring, debt-exchange

TL;DR

Maxeon just closed some private debt exchanges, signaling movement on their restructuring plan.

AI Summary

On June 20, 2024, Maxeon Solar Technologies, Ltd. announced the closing of private exchange transactions. These transactions were previously disclosed and are part of the company's ongoing financial restructuring efforts. The filing does not specify the dollar amounts involved in these transactions.

Why It Matters

This indicates progress in Maxeon's financial restructuring, potentially impacting its debt and equity structure.

Risk Assessment

Risk Level: medium — The company is undergoing financial restructuring, which inherently carries risks related to its financial stability and future operations.

Key Players & Entities

  • Maxeon Solar Technologies, Ltd. (company) — Registrant
  • June 20, 2024 (date) — Closing date of private exchange transactions

FAQ

What were the specific terms of the private exchange transactions?

The filing mentions the closing of previously announced private exchange transactions contemplated by exchange agreements, but does not detail the specific terms within this report.

What is the total value of the debt exchanged in these transactions?

The filing does not disclose the specific dollar amounts involved in the private exchange transactions.

When were these private exchange transactions initially announced?

The filing refers to 'previously announced' private exchange transactions but does not provide the initial announcement date.

What is the purpose of these private exchange transactions for Maxeon Solar Technologies?

These transactions are part of the company's financial restructuring efforts, as indicated by the context of the filing.

Does this filing provide an update on Maxeon's overall financial health?

This filing specifically reports on the closing of private exchange transactions as part of restructuring, but does not provide a comprehensive update on the company's overall financial health.

Filing Stats: 4,792 words · 19 min read · ~16 pages · Grade level 20 · Accepted 2024-06-21 07:30:55

Key Financial Figures

  • $138,950,000 — xisting 2025 Notes ”), issued (x) $138,950,000 principal amount of new Tranche A Note
  • $65,069,403 — Tranche A Exchange Notes ”), (y) $65,069,403 principal amount of new Tranche B Note
  • $198,500,000 — ions set forth therein, in exchange for $198,500,000 aggregate principal amount of the Exist
  • $5,519,403 — amount of the Existing 2025 Notes, and $5,519,403 of interest outstanding thereon on the
  • $100 million — ment, at an aggregate purchase price of $100 million (the “ Forward Purchase Investmen
  • $0.3543 — es, at an initial conversion price of US$0.3543 per Share, subject to adjustment as set
  • $1.6422 — es, at an initial conversion price of US$1.6422 per Share, which is equal to the averag
  • $1.11 — rice of any future priced securities is $1.11 per share, which was the closing share
  • $97,500,000 — eted its previously announced sale of US$97,500,000 in aggregate principal amount of the Co
  • $70,000,000 — US$97,500,000, which consists of (x) US$70,000,000 paid by the Investor in the form of cas
  • $25,000,000 — principal amount of New 1L Notes, (y) US$25,000,000 in aggregate principal amount of additi
  • $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
  • $0.01 — arrant has an initial exercise price of $0.01 per Share. The Investor Warrant is exer

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: June 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 Closing of Private Exchange Transactions On June 20, 2024, Maxeon Solar Technologies, Ltd. (the “ Company ”), in connection with the closing of the previously announced private exchange transactions contemplated by the exchange agreements (the “ Exchange Agreements ”) entered into between the Company and certain holders of the Company’s 6.50% Green Convertible Senior Notes due 2025 (the “ Existing 2025 Notes ”), issued (x) $138,950,000 principal amount of new Tranche A Note Adjustable-Rate Convertible Second Lien Senior Secured Notes due 2028 (the “ Tranche A Exchange Notes ”), (y) $65,069,403 principal amount of 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 ”) and (z) 9,925,000 warrants (the “Exchange Warrants ” and, together with the Exchange Notes, the “ Exchange Securities ”) granting such holders the right to purchase ordinary shares, no par value (the “ Shares ”), of the Company subject to the terms and conditions set forth therein, in exchange for $198,500,000 aggregate principal amount of the Existing 2025 Notes, representing approximately 99.25% of the outstanding principal amount of the Existing 2025 Notes, and $5,519,403 of interest outstanding thereon on the closing date. The Exchange Securities issued in the transactions contemplated by the Exchange Agreements were offered and sold pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “ Securities Act ”). The Company did not receive any cash proceeds from the issuance of the Exchange Securities. Indenture Relating to the Exchange Notes The Exchange Notes were issued pursuant to, and are governed by, an indenture (the “ Exchange Notes Indenture ”), dated as of June 20, 2024, among the Company, the guarantors party thereto (the “ Guarantors ”), Deutsche Bank Trust Company Americas, as trustee (the “ Trustee ”), DB Trustees (Hong Kong) Limited, as the collateral trustee (the “ Collateral Trustee ”) and, solely with respect to the Philippine collateral, RCBC Trust Corporation as supplemental collateral trustee. The Tranche A Exchange Notes and the Tranche B Exchange Notes have identical terms and conditions, except that (i) the conversion prices for Tranche A Exchange Notes and Tranche B Exchange Notes are different (as discussed below); (ii) the Tranche A Exchange Notes will be subject to the Optional Exchange (as defined below); (iii) the conversion rate with respect to the Tranche B Exchange Notes is subject to adjustment, as set forth in the Exchange Notes Indenture, in the event such Tranche B Exchange Notes are converted prior to the closing of the Company’s previously announced purchase of Shares (the “ Forward Purchase Shares ”) by the Investor (as defined below), subject to the terms and conditions set forth in that certain forward purchase agreement, at an aggregate purchase price of $100 million (the “ Forward Purchase Investment ”); and (iv) the Tranche B Exchange Notes Conversion Price will be reset based on the average of the daily VWAP of the Company’s Shares for 10 consecutive trading days ending on the trading day prior to the date on which all requisite regulatory approvals are obtained (the “ Forward Purchase VWAP ”) for the Forward Purchase Investment, if the Forward Purchase VWAP is lower than the Initial Pricing VWAP (as defined below). The Exchange Notes will mature on January 15, 2028, unless earlier repurchased, redeemed or converted. The Exchange Notes will accrue interest at a rate of 9.50% per annum from the date of issuance until (a) December 20, 2024 or (b) if the Forward Purchase Investment does not occur on or prior to December 20, 2024, the interest payment date immediately after the closing of Forward Purchase Investment (such date, the “ Rate Adjustment Date ”). Such interest is payable semi-annually and will be paid as follows: (a) 4% shall be paid in cash and (b) the remainder shall be paid, at the Company’s election, (i) in cash, (ii) by increasing t

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