As previously announced, on March 26, 2019, SunPower Corporation (the “Company”) and its wholly-owned subsidiary, SunPower AssetCo, LLC (“SunPower AssetCo”), entered into a Membership Interest Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with Elizabeth Cady Lessee Holdco LLC (“Buyer”), an indirect wholly-owned subsidiary of Goldman Sachs Renewable Power LLC.

to the Purchase and Sale Agreement, SunPower AssetCo agreed to sell to Buyer membership interests owned by SunPower AssetCo in certain holding company subsidiaries (the “HoldCos”) that, in turn, own, directly or indirectly, the membership interests in one or more limited liability companies (together with other related subsidiaries, the “Related Subsidiaries”) that own leasehold interests in operating solar photovoltaic electric generating projects (the “Projects”) subject to sale-leaseback financing arrangements.

On June 24, 2019 and on June 26, 2019, SunPower AssetCo completed the sale to Buyer of membership interests in certain HoldCos and Related Subsidiaries to the Purchase and Sale Agreement. The June 24, 2019 and June 26, 2019 sales, together with sales previously completed on March 29, 2019, April 30, 2019 and May 3, 2019, constituted the disposition of a \”significant\” portion of the Company\’s assets within the meaning of, and in accordance with, the standards set forth in Item 2.01 of Form 8-K. The completed transactions represent the sale of all Projects contemplated by the Purchase and Sale Agreement. The aggregate amount of consideration received for the sale of all of the membership interests to the Purchase and Sale Agreement is $79.8 million in cash, net of fees, expenses and $5.4 million in holdbacks pertaining to certain retained obligations. Prior to consummation of the sale on June 24, 2019, the aggregate amount of assets sold did not constitute a significant disposition for purposes of Item 2.01 of Form 8-K.

(b) Pro Forma Financial Information.

The unaudited pro forma consolidated financial information of the Company giving effect to the Transaction, and the related notes thereto, have been derived from its historical consolidated financial statements and are attached hereto as Exhibit 99.1.

(d) Exhibits

SUNPOWER CORP Exhibit
EX-99.1 2 ex99_01x06242019.htm EXHIBIT 99.1 Exhibit Unaudited Pro Forma Condensed Consolidated Financial InformationOn March 26,…
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About SunPower Corporation (NASDAQ:SPWR)

SunPower Corporation is a global energy company. The Company provides solar technology to residential, commercial and utility customers worldwide. The Company operates through three segments: Residential Segment, Commercial Segment and Power Plant Segment. The Company designs, manufactures, and sells rooftop and ground-mounted solar power systems under construction and development agreements. It offers post-installation systems monitoring and maintenance in connection with its construction contracts and commercial power purchase. The Company offers SunPower InvisiMount residential mounting system in its product portfolio. The Company offers Helix system, which is a pre-engineered, modular solution that combines its solar module technology with plug-and-play power stations, cable management systems and mounting hardware that enables customers to scale their solar programs with minimal business disruption. It offers modular solar power block, the Oasis system.