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SPWR > SEC Filings for SPWR > Form 8-K on 22-May-2013All Recent SEC Filings

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Regulation FD Disclosure, Financial Statements and Exhibits

Item 7.01. Regulation FD Disclosure.

On May 22, 2013, SunPower Corporation ("SunPower") issued a press release announcing that it intends to offer, subject to market and other conditions, $300 million in aggregate principal amount of senior convertible debentures (the "Debentures"). The Debentures will mature in June 2018 and will be convertible into shares of SunPower's common stock, par value $0.001 per share. The Debentures will be offered and sold in a private offering made in reliance upon exemptions from the registration requirements of the Securities Act of 1933 (the "Securities Act"). $100 million in aggregate principal amount of the Debentures will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and the remaining $200 million in aggregate principal amount of the Debentures will be offered to Total Gas & Power USA, SAS, a subsidiary of Total S.A. which owns approximately 65% of SunPower's outstanding common stock and which is an institutional accredited investor pursuant to Regulation D under the Securities Act. The full text of the press release is being furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in Item 7.01 of this report and in the press release is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of the Securities Exchange Act of 1934, as amended. The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release dated May 22, 2013.

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