UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________________
FORM
8-K
___________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of report (Date
of earliest event reported): December 29, 2009
___________________
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SunPower
Corporation
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(Exact
Name of Registrant as Specified in
Charter)
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___________________
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Delaware
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001-34166
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94-3008969
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
No.)
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Identification
No.)
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3939
North First Street, San Jose, California 95134
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(Address
of Principal Executive Offices) (Zip
Code)
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Registrant’s
telephone number, including area code: (408) 240-5500
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N/A
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(Former
Name or Former Address, if Changed Since Last
Report)
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___________________
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction
A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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As SunPower
Corporation (“SunPower”) disclosed in a current report on Form 8-K filed with
the Securities and Exchange Commission on December 24, 2008, SunPower Malaysia
Manufacturing Sdn. Bhd., SunPower’s Malaysian subsidiary (“SP Malaysia”),
entered into a facility agreement with the Government of Malaysia. SP
Malaysia concurrently executed a debenture and deed of assignment in favor of
the Malaysian Government, granting a security interest in a deposit account and
all of SP Malaysia’s assets to secure its obligations under the facility
agreement.
SP Malaysia
borrowed Malaysian Ringgit (“MYR”) 190.0 million under the facility agreement on
December 23, 2008, MYR 185.0 million on January 15, 2009, MYR 190.0 million on
September 18, 2009, and MYR 185.0 million on December 29, 2009, representing
approximately $55.3 million, $53.8 million, $55.3 million and $53.8 million,
respectively, based on the assumption MYR 1 currency is exchanged for $0.2909
currency on December 29, 2009.
Under the
terms of the facility agreement, SP Malaysia may borrow up to MYR 1.0 billion
(approximately $290.9 million based on the exchange rate as of December 29,
2009) to finance the construction of its manufacturing facility in
Malaysia. The loans within the facility agreement are divided into two
tranches, and the weighted average interest rate applicable to the two tranches
is competitive with the cost of borrowing under SunPower’s existing credit
agreement with Wells Fargo Bank, N.A. The loans can be drawn upon through
2010. Principal is to be repaid in six quarterly payments starting in June
2015. SP Malaysia has the ability to prepay outstanding loans. All
borrowings must be repaid by October 30, 2016. The loan documents include
certain conditions to borrowings, representations and covenants, and events of
default customary for financing transactions of this type.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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SUNPOWER
CORPORATION
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Date:
December 31, 2009
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By:
/s/ Dennis V. Arriola
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Name:
Dennis V. Arriola
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Title:
Senior Vice President and Chief Financial
Officer
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