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
18,
2008
___________________
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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 1.01.
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Entry
into a Material Definitive
Agreement.
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See
disclosure contained in Item 2.03 below, which is incorporated herein by
reference.
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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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On
December 18, 2008, SunPower Malaysia Manufacturing Sdn. Bhd. (“SunPower
Malaysia”), a Malaysian company and subsidiary of SunPower Corporation
(“SunPower”), entered into a Facility Agreement (the “Facility Agreement”) with
the Government of Malaysia (the “Malaysian Government”). SunPower
Malaysia concurrently executed a Debenture and Deed of Assignment (the “Security
Agreements” and, together with the Facility Agreement, the “Loan Documents”) in
favor of the Malaysian Government, granting a security interest in a deposit
account and all of SunPower Malaysia’s assets to secure its obligations under
the Facility Agreement.
Under the
terms of the Facility Agreement, SunPower Malaysia may borrow up to Malaysian
Ringgit 1,000,000,000, or approximately US$288,000,000 based on recent exchange
rates, 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
line of credit. The loans can be drawn upon through
2010. Principal is to be repaid in six quarterly payments starting in
June 2015. SunPower 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 24, 2008
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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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