Evergreen Solar's Transactions with Lehman Brothers
Marlboro, Massachusetts, United States September 15, 2008
On July 2, 2008, Evergreen Solar, Inc. (NasdaqGM: ESLR), a manufacturer of String Ribbon(TM) solar power products with its proprietary, low-cost wafer technology, completed its public offering of $373.75 million aggregate principal amount of 4% Senior Convertible Notes due 2013 (the "Senior Notes").
Lehman Brothers Inc. ("Lehman") was the lead underwriter for the sale of the Senior Notes. Net proceeds to the Company from the offering, including the cost of a capped call transaction, were approximately $325.8 million, all of which the Company received at the closing. None of these funds are on deposit with Lehman or any of its subsidiaries.
In connection with the Senior Notes offering, the Company entered into a capped call transaction with Lehman Brothers OTC Derivatives Inc., to reduce the ultimate dilution that would otherwise occur as a result of new common stock issuances upon conversion of the Senior Notes. The capped call transaction effectively increases the conversion price of the Senior Notes to $19.00 per share compared to the actual Senior Notes conversion price of $12.11 per share. To date, the Company has paid approximately $39.5 million for the capped call transaction. The Company is working with several investment banks to determine its best course of action to maintain the original intent of the capped call transaction.
Concurrent with the sale of the Senior Notes, the Company entered into a common stock lending agreement with Lehman Brothers International (Europe) ("Common Stock Borrower") pursuant to which the Company loaned 30.9 million shares of its common stock to the Common Stock Borrower. The shares must be returned to the Company no later than July 15, 2013, the maturity date of the Senior Notes. Until that time, the shares are considered to be issued and outstanding for corporate law purposes. However, until the Company has more information regarding the bankruptcy proceedings involving Lehman Brothers Holdings Inc. and can properly assess whether the Common Stock Borrower will be able to fulfill its obligation to return the borrowed shares in 2013, the Company will continue to consider the shares not outstanding for the purpose of computing and reporting per share results.
"The agreements in question are with affiliates of Lehman Brothers
Holdings Inc. that have not filed for bankruptcy protection and
are structured to provide Evergreen Solar with as much legal protection
as is customarily available in transactions such as these,
said Michael El-Hillow, Chief Financial Officer. While the ultimate
impact of the situation is expected to unfold over the next few
months, we are availing ourselves of all legal remedies to protect
our Company and its shareholders in this very fluid situation.
"The majority of our cash and short term investments are held
by Silicon Valley Bank, our corporate commercial bank. We also have
funds on deposit with two international commercial banks, continued
El-Hillow. We have sufficient cash to complete our 160 MW Devens
facility and support our other operating needs as we drive to profitability
in 2009."
Evergreen Solar, Inc. develops, manufactures and markets String Ribbon(TM) solar power products using its proprietary, low-cost wafer technology. The company's patented wafer manufacturing technology uses significantly less polysilicon than conventional processes. Evergreen Solar's products provide reliable and environmentally clean electric power for residential and commercial applications globally. Evergreen Solar(R) and String Ribbon(TM) are trademarks of Evergreen Solar, Inc.
Conference Call Information
Evergreen Solar's management will conduct a conference call today
at 5:00 p.m. (ET). The conference call will be webcast live over
the Internet and can be accessed by logging on to the "Investors"
section of Evergreen Solar's website, here,
prior to the event. The call also can be accessed by dialing 800-562-8369
or 913-312-1267 (International) prior to the start of the call.
Please reference confirmation code 4449799.
For those unable to join the live conference call, a replay will be available from 8:00 p.m. (ET) on September 15, 2008 through 8:00 p.m. (ET) on September 22, 2008. The webcast also will be archived on the Company's website.
Safe Harbor Statement
This press release contains forward-looking statements made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934. Evergreen Solar, Inc. (the "company") cautions you that any statements contained in this press release that are not strictly historical statements constitute forward-looking statements. Such forward-looking statements include, but are not limited to, those related to: the sufficiency of the company's cash to complete Devens, the ability to achieve profitability in 2009 and the possible resolution of any claims or defaults arising under the company's agreements with Lehman Brothers Holdings Inc. and its affiliates. These statements are neither promises nor guarantees, and involve risks and uncertainties that could cause actual results to differ materially from such forward-looking statements, including risks associated with the company's ability to successfully manufacture and sell its products; uncertainties related to government regulations, subsidies and incentives; risks from various economic factors such fluctuations in currency exchange rates given the company's primarily Euro-denominated sales contracts and other risks and uncertainties identified in the company's filings with the Securities and Exchange Commission. The company disclaims any obligation to publicly update or revise any such statements to reflect any change in company expectations, or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
Source: Evergreen Solar
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