Evergreen Solar Announces terms of the amended consent to the Exchange offer and request a special meeting, and that their intention to Stockholders

Evergreen Solar, Inc. (NasdaqCM: ESLRD), a manufacturer of String Ribbon® solar power products with its proprietary, low-cost silicon wafer technology, today announced the extension of and amended terms for its pending exchange offers for its outstanding convertible debt and related consent solicitation and its intention to adjourn its special meeting of stockholders to give stockholders sufficient time to review a proxy supplement describing the terms of the amended exchange offers and consent solicitation.

The Company is offering to exchange (i) an aggregate principal amount of up to $100,000,000 of new 4.0% Convertible Subordinated Additional Cash Notes due 2020, or the new 4% notes, for an aggregate principal amount of up to $200,000,000 of its 4.0% Senior Convertible Notes due 2013, or the existing 4% notes, and (ii) an aggregate principal amount of up to $165,000,000 of new 7.5% Convertible Senior Secured Notes due 2017, or the new 7.5% notes, for an aggregate principal amount of up to $165,000,000 of its 13.0% Convertible Senior Secured Notes due 2015, or the existing 13% notes.


Amended Terms of the Exchange Offers and Consent Solicitation


Under the amended terms of the exchange offer for the existing 4% notes, the initial conversion price of the new 4% notes has been reduced from $6.00 to $4.35 per share.


Under the amended terms of the exchange offer for the existing 13% notes:


    * the initial conversion price of the new 7.5% notes will be fixed at $4.00 per share;
* the new 7.5% notes will be secured by a first-priority lien on substantially all of our United States based assets and a pledge of certain interests in foreign subsidiaries;
* the minimum consent condition has been reduced from at least 75% of the aggregate principal amount of existing 13% notes to more than 50% of the aggregate principal amount of existing 13% notes;
* if the Company receives the consent of holders of more than 50% but less than 75% of the outstanding principal amount of the existing 13% notes, the indenture governing the existing 13% notes will be amended to permit the Company to incur the new 7.5% notes, grant a lien in favor of the holders of the new 7.5% notes and for the existing 13% notes and the new 7.5% notes to be ratably secured by a first-priority lien on substantially all of our United States based assets and a pledge of certain interests in foreign subsidiaries;
* if the Company receives the consent of 75% or more of the holders of existing 13% notes, the indenture governing the existing 13% notes will be amended to provide for the security interest and all of the collateral securing the Company’s obligations under the existing 13% notes be released and to terminate the existing collateral documents and eliminate many of the restrictive covenants and certain events of default in the indenture governing the existing 13% notes; and
* the new 7.5% notes will have the benefit of restrictive covenants similar to the restrictive covenants contained in the indenture governing the existing 13% notes.


As a result of the extension, the exchange offers and consent solicitation will expire at 11:59 p.m., New York City time, on February 9, 2011, unless further extended. Tendered existing 4% notes and 13% notes may be withdrawn at any time prior to the expiration date. Consents may be revoked at any time prior to the expiration date. Consents may be revoked only by withdrawing the related existing 13% notes tendered in the 13% notes exchange offer and the withdrawal of any existing 13% notes will automatically constitute a revocation of the related consents.


The exchange offers and consent solicitation are a key element of the Company’s comprehensive recapitalization plan, which if completed, will substantially reduce the Company’s outstanding indebtedness and annual interest expense, exchange a portion of the Company’s existing debt for new debt with longer maturities and create a capital structure that the Company believes is more likely to cause the holders of the Company’s convertible debt to convert their notes into common stock (which would further accomplish the Company’s long term goal of substantially reducing its outstanding debt).


Lazard Capital Markets LLC will serve as the dealer manager for the exchange offers and consent solicitation. The information agent for the exchange offers and consent solicitation is The Proxy Advisory Group, LLC and the exchange agent for the exchange offers and consent solicitation is U.S. Bank National Association.


Adjournment of Stockholder Meeting


As previously announced, the Company has set January 31, 2011 as the date for the special meeting of stockholders to approve the issuance of the new 4% notes and the new 7.5% notes (and the issuance of common stock issuable upon conversion of the new notes) under the applicable provisions of Nasdaq Marketplace Rule 5635, and to approve an amendment to the Company’s certificate of incorporation to increase the Company’s authorized common shares to 240,000,000 from 120,000,000. Approval of these proposals is a condition to the exchange offers. The Company plans to commence the meeting on January 31, 2011 and immediately seek stockholder approval to adjourn the meeting until February 9, 2011 to allow sufficient time for stockholders to receive and review the proxy supplement describing the amended terms of the exchange offers and consent solicitation, which will be mailed to stockholders on or about January 28, 2011. As a result of the meeting adjournment, no substantive matters will be discussed on January 31, 2011 and the Company does not expect shareholders to attend the meeting in person on that date.


Where You Can Find Additional Information


Details regarding the terms and conditions of the amended exchange offers and consent solicitation, including descriptions of the new notes and the material differences between the new notes and the existing notes, can be found in the post-effective amendment to the Company’s registration statement that has been filed with the Securities and Exchange Commission (SEC) but has not yet become effective and in a tender offer statement on Schedule TO, as amended, that has been filed with the SEC. The securities subject to the registration statement may not be issued and sold prior to the time the post-effective amendment to the registration statement becomes effective. Any investor holding the Company’s existing 4% notes or 13% notes should carefully read the registration statement, the tender offer statement and other documents the Company has filed or will file with the SEC, including the related letter of transmittal and consent, for more complete information about the Company, the exchange offers and the consent solicitation.


In connection with the exchange offers and consent solicitation, Evergreen Solar has filed a definitive proxy statement with the SEC and mailed the definitive proxy statement to stockholders on or about January 5, 2011. Evergreen filed a proxy supplement to the definitive proxy and expects to mail the proxy supplement to stockholder on or about January 28, 2011 Stockholders are advised to read the definitive proxy statement because it will contain important information about the proposals to be presented and voted upon.


The registration statement, definitive proxy statement, proxy supplement, the tender offer statement on Schedule TO, as amended, and other related documents can be obtained for free from the SEC’s Electronic Document Gathering and Retrieval System (EDGAR), which may be accessed at http://www.sec.gov. Documents are also available for free upon written or oral request made to the office of the Corporate Secretary, Evergreen Solar, Inc., 138 Bartlett Street, Marlboro, Massachusetts 01752 (Telephone (508) 357-2221) and from the Company’s website at http://www.evergreensolar.com, or the information agent, The Proxy Advisory Group, LLC, at (212) 616-2180.


Neither the Company, its officers, its board of directors, the dealer manager, the exchange agent nor the information agent is making any recommendation as to whether holders should tender their existing notes for exchange pursuant to the exchange offers or deliver a consent pursuant to the consent solicitation.


Non-Solicitation


This press release does not constitute an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell securities. The exchange offers will not be made to, and the Company will not accept tenders for exchange from, holders of its existing 4% notes and existing 13% notes in any jurisdiction in which the exchange offers or the acceptance of such offers would not be in compliance with the securities or blue sky laws of that jurisdiction.


The Company and its directors, executive officers and other members of management and employees may be deemed participants in the solicitation of proxies in connection with the special meeting. Information concerning the interests of these persons, if any, in the matters to be voted upon is set forth in the proxy statement.

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