TotalEnergies Updates SunPower Stake in SC 13D/A Filing

TL;DR

**TotalEnergies just confirmed its ongoing significant ownership in SunPower, no major changes.**

AI Summary

TotalEnergies SE filed an SC 13D/A on February 16, 2024, updating its beneficial ownership in SunPower Corp. The filing indicates that TotalEnergies SE, along with its group members including SOL HOLDING, LLC and TOTALENERGIES RENEWABLES USA, LLC, continues to hold a significant stake in SunPower Corp. This amendment reflects ongoing ownership rather than a new acquisition or divestiture, with SunPower Corp. being a semiconductor and related devices company based in Richmond, CA.

Why It Matters

This filing confirms TotalEnergies' continued strategic interest in SunPower Corp., a key player in the solar energy sector, signaling stability in their relationship.

Risk Assessment

Risk Level: low — The filing is an amendment confirming existing ownership, indicating no immediate significant changes or risks.

Key Players & Entities

• TotalEnergies SE (company) — Filing entity and beneficial owner
• SunPower Corp (company) — Subject company
• SOL HOLDING, LLC (company) — Group member of TotalEnergies SE
• TOTALENERGIES RENEWABLES USA, LLC (company) — Group member of TotalEnergies SE
• February 16, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti
• $175 million — h Sol Holding provided an approximately $175 million term loan facility comprised of a $125
• $125 million — llion term loan facility comprised of a $125 million tranche that was borrowed on February 1
• $45 million — 4, 2024 (including the cashless roll of $45 million of outstanding revolving loans plus acc
• $50 million — ”), and a second tranche of up to $50 million of loans (the “Tranche 2 Loans&rd
• $10 million — Loans will be in a principal amount of $10 million or a whole multiple of $10 million in e
• $20,000,000 — n Credit Agreement) not to be less than $20,000,000 for the test period ending March 31, 20
• $30,000,000 — the test period ending March 31, 2024, $30,000,000 for the test periods ending June 30, 20
• $50,000,000 — g June 30, 2024 and September 30, 2024, $50,000,000 for the test period ending December 31,
• $70,000,000 — est period ending December 31, 2024 and $70,000,000 for the test period ending March 31, 20
• $0.01 — cisable at an initial exercise price of $0.01 per share and will expire ten years fol
• $5 m — n exercise of the Warrants in excess of $5 million, subject to certain conditions.

Filing Documents

• tm246486d1_sc13da.htm (SC 13D/A) — 208KB
• tm246486d1_ex99-41.htm (EX-99.41) — 192KB
• tm246486d1_ex99-43.htm (EX-99.43) — 18KB
• tm246486d1_ex99-45.htm (EX-99.45) — 18KB
• tm246486d1_ex99-41img001.jpg (GRAPHIC) — 7KB
• 0001104659-24-024932.txt ( ) — 446KB

of the Filing is amended and supplemented as follows

Item 3 of the Filing is amended and supplemented as follows: Second Lien Credit Facility On February 14, 2024, the Issuer entered into a second lien credit agreement (the “Second Lien Credit Agreement”) with Sol Holding, LLC (“Sol Holding”), pursuant to which Sol Holding provided an approximately $175 million term loan facility comprised of a $125 million tranche that was borrowed on February 14, 2024 (including the cashless roll of $45 million of outstanding revolving loans plus accrued unpaid interest on such loans into Tranche 1 Loans) (the “Tranche 1 Loans”), and a second tranche of up to $50 million of loans (the “Tranche 2 Loans”) available to be borrowed upon the satisfaction of certain conditions, including the delivery of a business plan with respect to the use of proceeds of such loans that is satisfactory to the lenders under the Second Lien Credit Agreement. The loans provided under the Second Lien Credit Agreement will mature 91 days after the fifth anniversary of February 14, 2024. Each borrowing of Tranche 2 Loans will be in a principal amount of $10 million or a whole multiple of $10 million in excess thereof. In connection with each $10 million principal amount of borrowing of a Tranche 2 Loan, the Issuer shall issue to Sol Holding, for no additional consideration, a Second Tranche Warrant (as defined below) exercisable for 6,680,423 shares of Common Stock, subject to stockholder approval. For the avoidance of doubt, the number of shares of Common Stock underlying all such Second Tranche Warrants must not exceed 33,402,112 shares. The Issuer is the sole borrower under the Second Lien Credit Agreement. The obligations under the Second Lien Credit Agreement are guaranteed by certain of the Issuer’s direct and indirect wholly owned domestic subsidiaries and are secured by a pledge of all of the Issuer’s and such subsidiary guarantors’ assets (such pledge is subordinated to the liens

of the Filing is amended and supplemented

Item 4 of the Filing is amended and supplemented as follows: The descriptions of the Second Lien Credit Facility and Warrants in Item 3 and the description of the Registration Rights Agreement, Novation Agreement, A&R Affiliation Agreement, and Letter Agreement Amendment in Item 6 are hereby incorporated by reference into this Item 4. Item 5. Interest in Securities of the Issuer.

of the Filing is amended and restated in

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 129,708,096, constituting 59.7% of the 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. 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 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

of the Filing is amended and supplemented as follows

Item 6 of the Filing is amended and supplemented as follows: Registration Rights Agreement In connection with the Second Lien Credit Agreement and the issuance of the Warrants, on February 14, 2024, the Issuer entered into a registration rights agreement with Sol Holding (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, the Issuer agreed to prepare and file with the SEC a registration statement on Form S-1 or such other form as required (a “Registration Statement”) on or prior to the date that is five (5) business days following the date on which the Issuer files its Annual Report on Form 10-K for the fiscal year ended January 1, 2024, to register for resale the shares of Common Stock issuable upon the exercise of the Warrants. The Registration Rights Agreement also requires the Issuer to pay certain penalties in the event that the Registration Statement is not declared effective by the SEC by the aforementioned deadline. The Issuer will pay certain expenses of Sol Holding incurred in connection with the exercise of its rights under the Registration Rights Agreement, and indemnify it for certain securities law matters in connection with any registration statement. The Registration Rights Agreement also grants Sol Holding the right to register the shares of Common Stock issuable upon exercise of the Warrants and/or include in an underwritten offering when either the Issuer or another holder of equity securities initiates a registration and/or underwritten offering. Finally, Sol Holding has the right to request that the Issuer update any effective Registration Statement to accommodate any underwritten offering of the shares of Common Stock issuable upon exercise of the Warrants in excess of $5 million, subject to certain conditions. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified by the full text of such agreement, which is file

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