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): March 24, 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 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 March
24, 2009, SunPower Corporation (“SunPower”) and Wells Fargo Bank, N.A. (“Wells
Fargo”) amended and restated SunPower’s credit agreement with Wells
Fargo. The amended and restated credit agreement (i) extends the expiration
date from July 3, 2009 to March 27, 2010 for the $50.0 million uncollateralized
revolving credit line and uncollateralized letter of credit subfeature and (ii)
extends the expiration date from July 31, 2012 to March 27, 2014 for the $150.0
million collateralized letter of credit line. In addition, SunPower
Systems SA (“SP Systems”) shall no longer serve as a guarantor of SunPower’s
obligations under the credit agreement, and SunPower shall, on or before April
30, 2009, pledge to Wells Fargo 60% of its equity interest in SP
Systems to secure up to $50.0 million of SunPower’s obligations under the credit
agreement.
In
connection with the original credit agreement, SunPower entered into a security
agreement with Wells Fargo, granting a security interest in a deposit account to
collateralize certain obligations in connection with any letters of credit that
might be issued under the credit agreement’s $150.0 million collateralized
letter of credit line. In connection with an amendment in 2008, SunPower
entered into another security agreement with Wells Fargo, granting a security
interest in a securities account to collateralize certain
obligations. SunPower North America, LLC and SunPower
Corporation, Systems, both wholly-owned subsidiaries of SunPower, have
each agreed to guarantee up to $50.0 million of
SunPower's obligations under the credit
agreement.
Until
March 27, 2010, SunPower may borrow up to $50.0 million under the credit
agreement’s uncollateralized line of credit and request that Wells Fargo issue
up to $50.0 million in letters of credit under the uncollateralized letter of
credit subfeature, provided that any letters of credit issued and outstanding
under the uncollateralized letter of credit subfeature will reduce SunPower’s
borrowing capacity. Until March 27, 2014, SunPower may request that Wells Fargo
issue up to $150.0 million in letters of credit under the credit agreement’s
collateralized letter of credit line. As detailed in the credit agreement,
SunPower will pay interest on outstanding borrowings and a fee for issued and
outstanding letters of credit. SunPower has the ability at any time to prepay
outstanding loans. All borrowings must be repaid by March 27, 2010, and all
letters of credit issued under the uncollateralized letter of credit subfeature
shall expire on or before March 27, 2010 unless SunPower provides by such date
collateral in the form of cash or cash equivalents in the aggregate amount
available to be drawn under letters of credit outstanding at such time. All
letters of credit issued under the collateralized letter of credit line shall
expire no later than March 27, 2014. 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:
March 24, 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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