Evergreen Solar, Inc. (Nasdaq: ESLR), a developer, marketer, and manufacturer of photovoltaic (solar power) products for the worldwide market, announced today that it has executed a definitive Purchase Agreement for a private placement equity financing of $29.475 million of Series A Convertible Preferred Stock and a warrant.
Marlboro, Massachusetts, March 24, 2003 - Evergreen Solar, Inc. (Nasdaq: ESLR), a developer, marketer, and manufacturer of photovoltaic (solar power) products for the worldwide market, announced today that it has executed a definitive Purchase Agreement for a private placement equity financing of $29.475 million of Series A Convertible Preferred Stock and a warrant.
The purchase price of the Series A Preferred will equal 85% of the average closing trading price of Evergreen Solar Common Stock on the Nasdaq National Market for the 60 consecutive trading days ending two trading days before closing, subject to a floor of $0.68 and a ceiling of $1.12 per share. The number of new shares to be issued will be between 26.2 million and 43.2 million, depending on the final purchase price.
The Company intends to use the net proceeds of approximately $28.3 million to substantially expand its manufacturing capacity, to strengthen its sales initiatives, and to support its research and development activities. The manufacturing improvements will include the installation and start-up of the second production line over the next 24-month period.
The Purchase Agreement specifies that the Series A Preferred will be purchased by a syndicate of institutional investors and one strategic investor. The institutional investors include funds managed by new investors in Evergreen Solar (Perseus, LLC (lead investor), RockPort Capital Partners, CDP Capital-Technology Ventures, the Massachusetts Renewable Energy Trust, and Impax Asset Management); original venture capital investors in the Company prior to its November 2000 initial public offering (Nth Power, LLC, Aretê Corporation, SAM Private Equity, Zero Stage Capital, and Rockefeller & Co.); and other institutional investors (Merrill Lynch Investment Management, Credit Suisse Asset Management, and SAM Smart Energy). In addition, Beacon Power Corporation (Nasdaq:BCON), a developer of flywheel energy storage systems, will invest $1 million in the Series A Preferred on the same terms as the institutional investors. Beacon will also purchase a three-year warrant exercisable for 2,400,000 shares of common stock. The warrant has a purchase price of $100,000 and a cash exercise price of between $2.93 and $3.37 per share, depending on the final price of the Series A Preferred.
Representatives of four of the investors will be appointed to Evergreen Solar's Board of Directors: Philip Deutch, Managing Director of Perseus, LLC; Tim Woodward, Managing Director of Nth Power, LLC; Luc Charron, Senior Partner at CDP Capital-Technology Ventures; and Charles McDermott, Partner at RockPort Capital Partners. Robert W. Shaw, Jr., President of Aretê Corporation, will be reappointed as Chairman of the Board.
Mark A. Farber, President and Chief Executive Officer of Evergreen Solar, said, "We are very pleased to execute this significant financing in today's challenging financial climate. This financing is essential to our manufacturing expansion, which we expect to significantly increase our capacity and decrease our manufacturing costs."
Philip J. Deutch, Managing Director of Perseus, LLC, remarked, "Perseus is pleased to have led what we believe to be the largest private equity financing in the energy technology space in the last year. The quality and depth of the investor syndicate is a testament to Evergreen Solar's financial potential and its focus and discipline on creating value for its investors."
Tim Woodward, Managing Director of Nth Power, LLC, said, "Evergreen has demonstrated its ability to increase its sales and decrease its manufacturing costs. We view it as one of the most exciting companies in the solar sector with the financial resources to execute its plan."
David Prend, Partner at RockPort Capital Partners, said, "Evergreen Solar is a leading innovator in crystalline silicon technologies with its proven String Ribbon process for crystal growth. Evergreen is now poised to position itself as a leading supplier in the growing solar industry."
The Series A Preferred will be senior to the Company's Common Stock and will have a 10% per annum quarterly compounding dividend payable in cash or in kind, at the election of the Company. The Certificate of Designations for the Series A Preferred contains additional terms and conditions applicable to the Series A Preferred. Investors have the right to convert the Series A Preferred Stock into Evergreen's Common Stock at any time. The Company may require the conversion of the Series A Preferred Stock into Common Stock at any time after the second anniversary of the closing date, if the Common Stock has traded at a 180-day trailing average market price of at least $7.50 per share.
The number of outstanding shares of the capital stock of the Company is approximately 11.4 million shares, prior to any issuance or conversion of the Series A Preferred. Immediately after the closing of this financing, assuming the conversion of all of the Series A Preferred, the Company would have between 37.6 and 54.6 million shares outstanding, with the Series A Investors holding between 70% and 79% of the then outstanding shares, depending on the final purchase price of the Series A Preferred and excluding the exercise of the Beacon warrant or outstanding options.
The closing of the financing is subject to shareholder approval and other closing conditions. Evergreen Solar intends to file a preliminary proxy statement with the SEC as soon as practicable and to schedule its annual meeting at which shareholders will vote on the transaction. In connection with the execution and delivery of the definitive Purchase Agreement, certain shareholders of the Company who collectively hold approximately 22% of the Company's outstanding Common Stock, including members of senior management, two of the Company's directors, and two of the investors, have agreed to vote their shares of Evergreen Solar Common Stock in favor of the proposed transaction.
Revolution Partners, LLC advised Evergreen Solar with respect to the financial aspects of the financing.
The Series A Preferred has not been registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements. The Company expects to file a resale registration statement covering the Series A Preferred Shares within thirty (30) days after the closing of the financing. This news release is not an offer to sell or the solicitation of an offer to buy the shares of Series A Preferred or any other securities of the Company.
The Company will hold a conference call to discuss its private equity financing on March 24, 2003, at 11:00 AM ET. A live webcast of the conference call will be available online at www.evergreensolar.com. Web participants are encouraged to go to the web site at least 15 minutes prior to the start of the call to register, download, and install any necessary audio software. Listening to the webcast requires speakers and RealPlayer' software, downloadable free at www.real.com. Those without web access may access the call telephonically at least ten minutes prior to the conference call. The dial-in numbers are (877) 356-5651 for domestic callers, and (706) 679-3658 for international callers. The reservation number for both is 9335745.
In addition, a replay of the call will be available from March 24 through April 7, 2003. The replay dial-in numbers are (800) 642-1687 for domestic callers, and (706) 645-9291 for international callers. Please use reservation code to 9335745. The webcast of the call will remain available on Evergreen Solar's web site, www.evergreensolar.com, through April 21, 2003.
About Evergreen Solar, Inc.
Evergreen Solar, Inc. (www.evergreensolar.com) develops, manufactures, and markets solar power products utilizing the Company's proprietary and patented solar power technologies. The products provide reliable and environmentally clean electric power in global markets. Solar power applications include wireless power for remote homes, water pumping, lighting, and rural electrification, as well as complete power systems for electric utility customers choosing to generate their own environmentally benign green power.