SHANGHAI, China | SOLAR POWER INC —
SPI is closing the issuance and sale of a convertible promissory note to a non-U.S. investor (the “Purchaser”) in connection with the private placement of up to $40 million previously announced on June 15, 2015.
Pursuant to the relevant convertible promissory note purchase agreement (the “Convertible Note Agreement”), the Purchaser purchased a convertible promissory note in the principal amount of US$20 million (the “Convertible Note”) from SPI on private placement basis.
The Convertible Note will mature on the first anniversary of its issuance date and will be convertible, at the Purchaser’s option, to SPI common stock at a price of $2.70 per share, subject to the terms and conditions of the Convertible Note Agreement.
SPI has also granted the Purchaser an option (the “Option”) to purchase $20 million of SPI’s common stock exercisable at any time within the next six months of the date of the relevant option agreement (the “Option Agreement,” together with the Convertible Note Agreement, the “Agreements”) at a price of $2.70 per share, subject to the terms and conditions of the Option Agreement.
The Convertible Note and shares issuable upon its conversion as well as the Option are being offered and sold solely to this non-U.S. investor on a private placement basis in reliance on Regulation S promulgated under the U.S. Securities Act of 1933, as amended. The completion of the above transaction is subject to the satisfaction of customary closing conditions. SPI’s shares of common stock issuable under the Agreements are restricted securities, and the Purchaser is subject to a three-month lock-up period.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of SPI, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
Net proceeds from the above transaction are intended to be used for expansion of SPI’s global PV project activities and general corporate purposes.