TCL Zhonghuan Files Amendment for Maxeon Solar

TL;DR

TCL Zhonghuan updated its Maxeon Solar stake filing - check for ownership changes.

AI Summary

TCL Zhonghuan Renewable Energy Technology Co., Ltd. and Zhonghuan Singapore Investment & Development Pte. Ltd. have filed an amendment (No. 9) to their Schedule 13D for Maxeon Solar Technologies, Ltd. The filing, dated September 4, 2024, indicates a change in the reporting of beneficial ownership for Maxeon Solar Technologies, Ltd. The specific details of the change in beneficial ownership are not detailed in this excerpt.

Why It Matters

This filing signals a potential shift in control or significant stake changes for Maxeon Solar Technologies, Ltd., which could impact its strategic direction and market position.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D often indicate significant changes in beneficial ownership, which can lead to increased volatility or strategic shifts for the company.

Key Players & Entities

• TCL Zhonghuan Renewable Energy Technology Co., Ltd. (company) — Filer of Schedule 13D/A
• Maxeon Solar Technologies, Ltd. (company) — Subject Company
• Zhonghuan Singapore Investment & Development Pte. Ltd. (company) — Filer of Schedule 13D/A

FAQ

Key Financial Figures

• $100,000,000 — suer for an aggregate purchase price of $100,000,000 (the " Forward Purchase Transaction ").
• $23,739.39 — ares for an aggregate exercise price of $23,739.39. TZS exercised the TZS Warrant to maint
• $100 million — n aggregate sale price of approximately $100 million (the " Forward Purchase Shares "). At
• $0.1206 — Purchase Shares at a purchase price of $0.1206 per share for an aggregate purchase pri
• $99,999,999.96 — hare for an aggregate purchase price of $99,999,999.96. Consistent with the terms of the Forwa

Filing Documents

• ef20035464_sc13da.htm (SC 13D/A) — 89KB
• ef20035464_ex7-17.htm (EX-7.17) — 159KB
• image00001.jpg (GRAPHIC) — 3KB
• 0001140361-24-040132.txt ( ) — 255KB

of the Schedule 13D is hereby supplemented by adding the following

Item 3 of the Schedule 13D is hereby supplemented by adding the following: Pursuant to the previously disclosed Forward Purchase Agreement dated as of June 14, 2024 (the " Forward Purchase Agreement "), on the terms and subject to the conditions set forth therein, TZS agreed to purchase and the Issuer agreed to sell Ordinary Shares of the Issuer for an aggregate purchase price of $100,000,000 (the " Forward Purchase Transaction "). As more fully described in Item 4 of this Amendment No. 9, on August 30, 2024, TZE and the Issuer consummated the Forward Purchase Transaction. The source of funds used for the Forward Purchase Transaction was funds of TZS Parent and its affiliates available for investment. On August 29, 2024, pursuant to the previously disclosed Warrant issued to TZS on June 20, 2024 (the " TZS Warrant "), TZS exercised the TZS Warrant to purchase from the Issuer a total of 2,373,939 Ordinary Shares for an aggregate exercise price of $23,739.39. TZS exercised the TZS Warrant to maintain its previous ownership percentage in the Issuer upon an increase in the number of outstanding Ordinary Shares resulting from (i) previous voluntary conversions by holders of the Issuer's Adjustable Rate Convertible Second Lien Senior Secured Notes due 2028 (the " Second Lien Notes ") of certain Tranche A Second Lien Notes into Ordinary Shares and (ii) the Issuer's August 29, 2024 election, pursuant to the terms of the Indenture governing the Second Lien Notes, to issue Ordinary Shares on September 9, 2024 in exchange for all outstanding Tranche A Second Lien Notes not previously converted. The source of funds used for TZS's exercise of the TZS Warrant was funds of TZS Parent and its affiliates available for investment. Item 4. Purpose of Transaction.

of the Schedule 13D is hereby supplemented by adding the following

Item 4 of the Schedule 13D is hereby supplemented by adding the following: Closing of Forward Purchase Agreement In order to protect the Issuer's interests, accelerate the progress of the Issuer's restructuring, and implement the overall integration plan, TZS and the Issuer agreed to expedite the implementation of the restructuring plan by closing the Forward Purchase Transaction as promptly as practicable after August 28, 2024 based upon the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and the receipt of those external regulatory approvals that have been obtained to date, while certain aspects of the pending regulatory screening continue post-closing. In connection with this decision to proceed with closing of the Forward Purchase Transaction, on August 28, 2024, the Issuer and TZS jointly executed a letter agreement providing for the waiver of certain closing conditions under the Forward Purchase Agreement, subject to certain conditions specified in such waiver letter. The waived conditions included the receipt of certain required regulatory approvals that had not been obtained as of August 28, 2024. The parties will continue to seek such regulatory approvals following the closing. However, there can be no assurance that the remaining regulatory approvals to be sought after the closing will be obtained. On August 30, 2024, after giving effect to the waiver described above, TZS and the Issuer consummated the previously announced Forward Purchase Transaction pursuant to the Forward Purchase Agreement which provided for the sale by the Issuer, and the purchase by TZS, on the terms and subject to the conditions set forth in the Forward Purchase Agreement, of Ordinary Shares of the Issuer having an aggregate sale price of approximately $100 million (the " Forward Purchase Shares "). At the closing of the Forward Purchase Transaction, the Issuer issued and sold to TZS, and TZS purchased, a total of 829,187,396 Forward Purc

of the Schedule 13D is hereby amended and restated as follows

Item 5 of the Schedule 13D is hereby amended and restated as follows: (a) – (b) The responses of the Reporting Persons to Rows 7 through 13 of the cover pages of this Amendment No. 9 are incorporated herein by reference. As of the date hereof, TZS is the direct owner of and may be deemed to have shared voting and dispositive power with respect to, and TZS Parent may be deemed to beneficially own and have shared voting and dispositive power with respect to, 982,022,324 Ordinary Shares held by TZS (including the 829,187,396 Ordinary Shares acquired by TZS upon the closing of the Forward Purchase Transaction and the 2,373,939 Ordinary Shares issuable to TZS as a result of its exercise of the TZS Warrant on August 29, 2024), representing in the aggregate approximately 69.30% of the outstanding Ordinary Shares. Such percentage is based on 1,417,108,920 Ordinary Shares outstanding as of August 30, 2024, which includes the Ordinary Shares acquired by TZS upon the closing of the Forward Purchase Transaction and the Ordinary Shares issuable to TZS as a result of its exercise of the TZS Warrant through August 30, 2024, together with the Ordinary Shares issuable upon conversion or exchange of the outstanding Tranche A Second Lien Notes (including the Ordinary Shares issuable on September 9, 2024 as a result of the Issuer's election, in accordance with the terms of the Second Lien Notes, to issue Ordinary Shares in exchange for all outstanding Tranche A Second Lien Notes not previously converted), but does not take into account Ordinary Shares issuable upon conversion of Tranche B Second Lien Notes. TZS would hold approximately 67.64% of the outstanding Ordinary Shares following conversion of the Tranche B Second Lien Notes whose holders delivered conversion notices to the Issuer as of August 30, 2024, based on a total of 1,451,858,964 Ordinary Shares outstanding, which includes the Ordinary Shares acquired by TZS upon the closing of the Forward Purchase Transaction and the O

of the Schedule 13D is hereby supplemented by adding the following

Item 6 of the Schedule 13D is hereby supplemented by adding the following:

of this Amendment No. 9 is incorporated herein by reference

Item 4 of this Amendment No. 9 is incorporated herein by reference. Item 7. Materials to be Filed as Exhibits

of the Schedule 13D is hereby supplemented by adding the following

Item 7 of the Schedule 13D is hereby supplemented by adding the following: Exhibit Number Description 7.17 Amended and Restated Shareholders Agreement, dated as of August 30, 2024, by and between the Issuer and TZS.

SIGNATURES

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 : September 4, 2024 TCL Zhonghuan Renewable Energy Technology Co., Ltd. By: /s/ Zhang Changxu Name: Zhang Changxu Title: Authorized Signatory Zhonghuan Singapore Investment and Development Pte. Ltd. By: /s/ Qin Shilong Name: Qin Shilong Title: Authorized Signatory

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View this SC 13D/A filing on SEC EDGAR