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: April 14, 2021
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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
On April 14, 2021, Maxeon Solar Technologies, Ltd. (Maxeon) issued a press release announcing the launch of a $125 million public offering of ordinary shares. A copy of the press release is filed as Exhibit 99.1 and is incorporated by reference herein.
Maxeon intends to use the net proceeds from this offering, together with other funds, for general corporate purposes, which is expected to include funding its Performance line expansion and may also include ramping up production and development of next-generation Maxeon 7, increasing manufacturing capacity for Maxeon 5 and 6, research and development and other projects. As a condition to obtaining consent from the lenders under its $125 million of undrawn debt facilities to amend capital expenditure plans for the Maxeon group, Maxeon agreed to renegotiate the terms of the bank facilities before it is permitted to draw down on those facilities. If Maxeon is unable to reach an agreement, it is able to cancel the undrawn commitments under each of the bank facilities and thereby terminate the bank facilities at any time without penalty to Maxeon.
Incorporation by Reference
This Form 6-K and the exhibits hereto shall be deemed to be incorporated by reference in Maxeons registration statement on Form F-3 (File No. 333-248564), as filed with the Securities and Exchange Commission, to the extent not superseded by documents or reports subsequently filed.
|99.1||Press Release dated April 14, 2021|
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.
|April 14, 2021||By:|
|Chief Financial Officer|
Maxeon Solar Technologies Announces Public Offering of Ordinary Shares
SINGAPORE, April 14, 2021 /PRNewswire/ Maxeon Solar Technologies, Ltd. (Maxeon) (NASDAQ:MAXN) today announced that it is offering to sell, subject to market and other conditions, $125,000,000 of ordinary shares through an underwritten public offering. Maxeon also intends to grant the underwriters an option, exercisable for 30 days after the date of the final prospectus supplement, to purchase up to an additional $18,750,000 of ordinary shares offered in the public offering on the same terms and conditions (the Offering).
In addition, pursuant to a stock purchase agreement, dated April 13, 2021, with an affiliate of Tianjin Zhonghuan Semiconductor (TZS), Maxeon has agreed to sell to TZS, 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, up to 1.9 million and no fewer than 1.5 million ordinary shares (the TZS Private Placement). Completion of the TZS Private Placement is contingent on completion of the Offering; however, the Offering is not contingent on the completion of the TZS Private Placement.
Maxeon intends to use a portion of the net proceeds from the Offering and the TZS Private Placement for general corporate purposes, which is expected to include funding its previously announced Performance line expansion and may also include ramping up production and development of next-generation Maxeon 7, increasing manufacturing capacity for Maxeon 5 and 6, research and development and other projects.
Morgan Stanley and BofA Securities are serving as joint book-running managers and as the representatives of the underwriters for the offering. An effective registration statement on Form F-3 (File No. 333-248564) relating to these securities has been filed with the Securities and Exchange Commission (the SEC). The offering will be made only by means of the prospectus in that 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 Morgan Stanley at Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, Second Floor, New York, New York 10014 or by contacting BofA Securities, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attention: Prospectus Department, calling 800/294-1322 or emailing email@example.com.
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, manufactures and sells SunPower® brand solar panels in more than 100 countries, operating the SunPower brand worldwide except the United States and Canada. Maxeon is a leader in solar innovation with access to over 1,000 patents and two best-in-class solar panel product lines. With operations in Africa, Asia, Oceania, Europe and Mexico, Maxeons products span the global rooftop and solar power plant markets through a network of more than 1,100 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 notes being offered, the completion, timing and size of the Offering and TZS Private Placement and the intended use and allocation of the proceeds. Forward-looking statements represent Maxeons current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including market interest rates, the perceived value of Maxeons ordinary shares and risks relating to Maxeons business, including those described in Maxeons Annual Report on Form 20-F that is on file with the SEC. Maxeon may not consummate the Offering and TZS Private Placement and, if the Offering and TZS Private Placement are consummated, cannot provide any assurances regarding the final terms of the offer or the notes or its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and Maxeon does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.
The Blueshirt Group
Gary Dvorchak, CFA
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