Evergreen Solar released that it will offer $165 million aggregate principal amount of convertible senior secured notes due 2015. The notes will be offered and sold to qualified buyers pursuant to Rule 144A under the Securities Act of 1993. The notes have not been registered under the Securities Act and may not be offered or sold in the US absent registration or following an exemption from such registration requirements.
The notes are to be senior secured obligations of the company and will be fully and unconditionally guaranteed on a senior secured basis by Evergreen’s current and future direct and indirect wholly owned domestic subsidiaries with certain exceptions. Interest will be payable semi-annually in outstanding amounts and convertible to shares of the company’s common stock at a conversion rate of 525.2462 share of common stock per $1,000 principal amount of notes. Note holders will reserve the right to have Evergreen purchase their notes for cash on April 15, 2013, with certain conditions, for 100% of the principal amount and any accrued and unpaid interest, excluding the purchase date.
Evergreen looks to use the net proceeds from the notes to purchase part of its outstanding 4% convertible senior notes due 2013 in conjunction with the close of this offer. The remnant funds will go towards generalized corporate use, working capital and capital expenditures for the expansion of its Wuhan, China, manufacturing facility.