4//SEC Filing
GIP III Sol Acquisition, LLC 4
Accession 0001104659-24-067804
CIK 0000867773other
Filed
Jun 2, 8:00 PM ET
Accepted
Jun 3, 4:30 PM ET
Size
10.3 KB
Accession
0001104659-24-067804
Insider Transaction Report
Form 4
SUNPOWER CORPSPWR
GIP III Sol Holdings, L.P.
Director10% Owner
Transactions
- Award
Warrant (right to buy)
2024-05-30+1→ 1 total(indirect: See Footnote)Exercise: $0.01→ Common Stock (33,402,112 underlying)
GIP III Sol Acquisition, LLC
Director10% Owner
Transactions
- Award
Warrant (right to buy)
2024-05-30+1→ 1 total(indirect: See Footnote)Exercise: $0.01→ Common Stock (33,402,112 underlying)
Footnotes (4)
- [F1]The securities reported herein are held directly by Sol Holding, LLC ("HoldCo"). TotalEnergies Renewables USA, LLC owns a number of units of HoldCo equal to 50% of the outstanding units plus one unit, and GIP III Sol Acquisition, LLC, owns a number of units of HoldCo equal to 50% of the outstanding units minus one unit. The sole member of GIP III Sol Acquisition, LLC is GIP III Sol Holdings, L.P. The general partner of GIP III Sol Holdings, L.P. is Global Infrastructure GP III, L.P.
- [F2]The General Partner of Global Infrastructure GP III, L.P. is Global Infrastructure Investors III, LLC. As a result, each of the foregoing entities is a Reporting Person and may be deemed to beneficially own the securities reported herein; however, each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. Solely for purposes of Section 16 of the Exchange Act, each Reporting Person may be deemed a "director by deputization".
- [F3]On May 30, 2024, SunPower Corp. (the "Issuer") borrowed $50 million from Holdco (the "Tranche 2 Loans") and concurrently issued Holdco a warrant (the "Second Tranche Warrant") to purchase up to 33,402,112 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock") pursuant to the second lien credit agreement (the "Credit Agreement"), dated February 14, 2024, by and between the Issuer and Holdco.
- [F4]The Second Tranche Warrant is exercisable at an initial exercise price of $0.01 per share and will expire ten years following its issuance. Upon certain issuances of Common Stock by the Issuer at a price less than 92.5% of the 10-day VWAP of the Common Stock, the number of shares of Common Stock that the holder will be entitled to purchase upon exercise of the Second Tranche Warrant will be adjusted upward pursuant to an anti-dilution formula set forth in the Second Tranche Warrant. Additionally, pursuant to the terms of the Second Tranche Warrant, the number of shares for which the Second Tranche Warrant is exercisable and the exercise price for such shares may be adjusted for stock splits, reclassifications, share combinations, dividends or distributions made by the Issuer on the Common Stock, certain other issuances of Common Stock or securities convertible into Common Stock and similar adjustments.
Documents
Issuer
SUNPOWER CORP
CIK 0000867773
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001946519
Filing Metadata
- Form type
- 4
- Filed
- Jun 2, 8:00 PM ET
- Accepted
- Jun 3, 4:30 PM ET
- Size
- 10.3 KB