SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
Date of Report: May 2023
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
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
|99.1||Press Release dated May 17, 2023|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MAXEON SOLAR TECHNOLOGIES, LTD.
|May 17, 2023||By:|| |
/s/ Kai Strohbecke
|Chief Financial Officer|
Maxeon Solar Technologies Announces Pricing and Upsize of Public Offering of Ordinary Shares
SINGAPORE, May 17, 2023 /PRNewswire/ Maxeon Solar Technologies, Ltd. (Maxeon) (NASDAQ: MAXN) today announced the pricing of an underwritten public offering of an aggregate of 7,490,000 ordinary shares, including 5,620,000 ordinary shares offered by Maxeon (the Company Offering) and 1,870,000 ordinary shares offered by an affiliate of TotalEnergies SE (TotalEnergies) (the TotalEnergies Offering and, together with the Company Offering, the Offering), each at a price of $28.00 per share. The Offering was upsized from the previously announced offering size of an aggregate of 6,800,000 ordinary shares, which included 5,100,000 ordinary shares offered by the Company and 1,700,000 ordinary shares offered by TotalEnergies. TotalEnergies also granted the underwriters a 30-day option to purchase up to an additional 1,123,500 ordinary shares in the public offering on the same terms and conditions. Maxeon expects to receive gross proceeds from the Company Offering of approximately $157.4 million, which is prior to underwriting discounts and commissions and estimated offering expenses. Maxeon will not receive any proceeds from the TotalEnergies Offering. The Offering is expected to close on May 19, 2023, subject to customary closing conditions.
In addition, pursuant to a share purchase agreement, dated May 16, 2023, with an affiliate of TCL Zhonghuan Renewable Energy Technology Co., Ltd. (TZE SG) that currently holds approximately 23.7% of Maxeons outstanding ordinary shares, Maxeon has agreed to sell to TZE SG, in a private placement exempt from the registration requirements of the Securities Act of 1933, and at a sale price equal to the price to the public in the Offering, 1,500,000 ordinary shares of Maxeon (the TZE Private Placement), for a total investment of $42.0 million. It is anticipated that, as a result of the TZE Private Placement, the Offering will not materially dilute TZE SGs current level of equity ownership or alter its governance rights in Maxeon.
Maxeon intends to use the net proceeds that it will receive from the Company Offering and the TZE Private Placement for capital expenditures for the addition of incremental capacity for the manufacture of Maxeon 7 products, as well as general corporate purposes.
BofA Securities and Morgan Stanley are serving as joint book-running managers and as representatives of the underwriters for the Offering. The Offering is being made pursuant to an effective registration statement on Form F-3 (File No. 333-271971) filed with the Securities and Exchange Commission (the SEC). The offering will be made only by means of the prospectus contained in the registration statement and the related prospectus supplement. You may access these documents for free by visiting the SECs website at www.sec.gov. Alternatively, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the related prospectus supplement if you request it from BofA Securities, NC1-022-02-25, 201 North Tryon, Charlotte, NC 28255, Attention: Prospectus Department, calling 800/294-1322 or emailing email@example.com or by contacting Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, Second Floor, New York, New York 10014.
This press release does not constitute an offer to sell or the solicitation of an offer to buy Maxeons ordinary shares nor shall there be any sale of such shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Maxeon Solar Technologies
Maxeon Solar Technologies, Ltd. (NASDAQ: MAXN) is Powering Positive ChangeTM. Headquartered in Singapore, Maxeon designs and manufactures Maxeon® and SunPower® brand solar panels, and has sales operations in more than 100 countries, operating under the SunPower brand in certain countries outside the United States. Maxeon is a leader in solar innovation with access to over 1,000 patents and two best-in-class solar panel product lines. Maxeon products span the global rooftop and solar power plant markets through a network of more than 1,700 trusted partners and distributors. A pioneer in sustainable solar manufacturing, Maxeon leverages a +35-year history in the solar industry and numerous awards for its technology.
Forward Looking Statements
This press release includes forward-looking statements, including statements regarding the anticipated terms of the ordinary shares being offered, the completion and timing of the Offering and the TZE Private Placement and the intended use and allocation of the proceeds. These forward-looking statements are based on Maxeons current assumptions, expectations and beliefs and involve substantial risks and uncertainties that may cause results, performance or achievement to materially differ from those expressed or implied by these forward-looking statements. These statements are not guarantees of future performance and are subject to a number of risks. The reader should not place undue reliance on these forward-looking statements, as there can be no assurances that the plans, initiatives or expectations upon which they are based will occur. Factors that could cause or contribute to such differences include, but are not limited to: (1) challenges in executing transactions key to Maxeons strategic plans, including regulatory and other challenges that may arise; (2) Maxeons liquidity, substantial indebtedness, terms and conditions upon which Maxeons indebtedness is incurred, and ability to obtain additional financing for Maxeons projects, customers and operations; (3) Maxeons ability to manage supply chain shortages and cost increases and operating expenses; (4) potential disruptions to Maxeons operations and supply chain that may result from damage or destruction of facilities operated by its suppliers, difficulties in hiring or retaining key personnel, epidemics, natural disasters, and impacts of the war in Ukraine; (5) Maxeons ability to manage its key customers and suppliers; (6) the success of Maxeons ongoing research and development efforts and Maxeons ability to commercialize new products and services, including products and services developed through strategic partnerships; (7) competition in the solar and general energy industry and downward pressure on selling prices and wholesale energy pricing, including impacts of inflation, economic recession and foreign exchange rates upon customer demand; (8) changes in regulation and public policy, including the imposition and applicability of tariffs; (9) Maxeons ability to comply with various tax holiday requirements as well as regulatory changes or findings affecting the availability of economic incentives promoting use of solar energy and availability of tax incentives or imposition of tax duties; (10) fluctuations in Maxeons operating results and in the foreign currencies in which we operate; (11) appropriately sizing, or delays in expanding, Maxeons manufacturing capacity and containing manufacturing and logistics difficulties that could arise; (12) unanticipated impact to customer demand and sales schedules due, among other factors, to the war in Ukraine, economic recession and environmental disasters; (13) challenges managing Maxeons acquisitions, joint ventures and partnerships, including
Maxeons ability to successfully manage acquired assets and supplier relationships; (14) reaction by securities or industry analysts to Maxeons annual and/or quarterly guidance which, in combination with Maxeons results of operations or other factors, may cause them to cease publishing research or reports about us, or adversely change their recommendations regarding Maxeons ordinary shares, which may negatively impact the market price of Maxeons ordinary shares and volume of Maxeons stock trading; (15) unpredictable outcomes resulting from Maxeons litigation activities or other disputes; (16) the potential volatility in the price of Maxeons ordinary shares; and (17) uncertainties regarding future sales or dispositions of Maxeons ordinary shares. A detailed discussion of these factors and other risks that affect Maxeons business is included in filings Maxeon makes with the SEC from time to time, including Maxeons most recent report on Form 20-F, particularly under the heading Risk Factors. Maxeon may not consummate the proposed Company Offering or the TZE Private Placement described in this press release and TotalEnergies may not consummate the proposed TotalEnergies Offering described in this press release. If the Company Offering, TotalEnergies Offering and TZE Private Placement are consummated, neither Maxeon nor TotalEnergies can provide any assurances regarding the final terms of the Offering or the TZE Private Placement or Maxeons ability to effectively apply the net proceeds it will receive as described above. All forward-looking statements in this press release are based on information currently available to Maxeon, and Maxeon assumes no obligation to update these forward-looking statements in light of new information or future events, except as may be required by law.
Mobile: +1 (202) 246-1872
Mobile: +39 (345) 7706205