Evergreen Solar, Inc. (NasdaqCM: ESLR), a manufacturer of String Ribbon ® solar power products with its proprietary, low-cost silicon wafer technology, today announced the expiration and results of its offer to exchange (i) in an aggregate principal amount of up to $100,000,000 of the new 4.0% Convertible Subordinated Notes due 2020 Additional Cash, or the new 4% of the notes, for an aggregate principal amount of up to $200,000,000 of its 4.0% Senior Convertible Notes due 2013, or 4% of the existing notes, and (ii) in an aggregate principal amount of up to $165,000,000 of the new 7.5% Convertible Senior Secured Notes due 2017, or the new 7.5% of the total number of notes, for an aggregate principal amount of up to $165,000,000 of its 13% Convertible Senior Secured 0 Notes due 2015, or 13% of the existing notes, and the related consent solicitation.
The exchange offers and consent solicitation expired at 5: 00 p.m., New York City time, February 11, 2011.
Exchange Offer for Existing 4% Notes
U.S. Bank National Association, the exchange agent for the exchange offers and consent solicitation, ill-advised the Company that as of the expiration date, holders of approximately $ 45.4 million aggregate principal amount of the existing 4% notes had tendered, and not withdrawn, the existing 4% of the notes for exchange. Because the total principal amount of 4% of the existing notes tendered is less than the maximum amount the Company would accept in the exchange offer for the existing 4% notes, all of the existing 4% notes validly tendered and not withdrawn have been accepted for exchange pursuant to the terms of this exchange offer.
Based on the modified “Dutch auction” process described in the Company’s Prospectus dated February 9, 2011, the clearing of exchange ratio for this exchange offer is $ 500 for the principal amount of new 4% notes per $ 1,000 principal amount of notes to be exiting to 4%.
An aggregate principal amount of approximately $ 8 million of the 203. existing 4% of the notes will remain outstanding following the consummation of the exchange offer, and approximately $ 22.7 million in principal amount of 4% of the new notes will be issued to holders whose existing 4% notes were accepted for exchange. The aggregate principal amount of new 4% notes issued to any holder will be rounded down to the nearest $ 1,000 and any fractional portion of the new 4% of the notes will be paid in cash.
Exchange Offer for Existing 13% Notes and Consent Solicitation
Less than $50,000,000 aggregate principal amount of the existing 13% notes were tendered in this exchange offer. Because the minimum tender and consent conditions were not met, the Company will not accept any existing 13% notes for exchange and will not amend the indenture governing the notes of the existing 13%.
The Company expects that the settlement of the 4% of the exchange offer will occur is February 17, 2011. The Company will pay in cash all accrued and unpaid interest on existing 4% notes accepted for exchange to but excluding the settlement date. Effective on the settlement date, the Company will no longer pay interest on any existing 4% of the total number of notes that are accepted for exchange, and interest will begin to accrue on the new 4% of the notes on the settlement date commencing.
Michael El-Hillow, President and Chief Executive Officer of Evergreen Solar stated, “The exchange offers, as amended, with inputs from our largest note holders and financial advisor, provided the note holders the opportunity to own a significant portion of Evergreen Solar. When we assessed the option of enriching our offers even further in order to induce their further participation, our analysis concluded that to do so would not be in the best interests of our shareholders given that the earliest maturity for any of our notes is in mid-2013. We are obviously disappointed that we were not able to convince. a larger number of our note holders to accept our offer, but we are still well positioned to execute our strategy of supplying the lowest cost industry standard sized wafers to the world’s leading solar module manufacturers. “
Lazard Capital Markets LLC is serving 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.
Where You Can Find Additional Information
Details regarding the terms and conditions of the 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) and in a tender offer statement on Schedule TO, as amended, that has been filed with the SEC.
The registration statement, 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 (EDGAR) System, 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 for The Proxy Advisory Group, LLC, at (212) 616-2180.