Maxeon Solar Technologies(MAXN)2024-05-30 11:28Financing and Securities - The Company is issuing an aggregate of 70,000,000 in cash for the New First Lien Notes, with an additional 207,000,000 principal amount of 7.50% Convertible First Lien Senior Secured Notes due 2027 outstanding[4] - The Company has issued 6.50% Green Convertible Senior Notes due 2025, which are part of its financing strategy[94] - The company aims to exchange at least 95% of its 6.50% Senior Unsecured Convertible Notes Due 2025 into Convertible Second Lien Senior Secured Notes due 2028[179] Warrant and Shareholder Rights - The Company will issue a warrant to the Investor allowing the purchase of ordinary shares at an exercise price of 0.01 per share, subject to adjustments[126] - The holder can choose to exercise the warrant either through a cash exercise or a cashless exercise, with the latter calculated using a specific formula[127] - The holder acknowledges that the consideration for the warrant is no less than S200,000[119] - The ordinary shares issued upon exercise of the warrant will be subject to registration rights as per the A&R Registration Rights Agreement[137] - The Company will not confer any rights of a shareholder to the Holder until the Exercise Shares are issued[152] Compliance and Legal Matters - The Company and its subsidiaries are in compliance with all applicable Environmental Laws, including obtaining necessary permits and approvals[30] - The Company has not received any notice of violations of International Trade Laws from any governmental authority[25] - The Company has instituted and maintained policies to promote compliance with Anti-Corruption Laws[24] - The Company has not engaged in dealings with any individuals or entities subject to comprehensive Sanctions[25] - No registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Investor under this Agreement[21] - The Agreement is governed by the laws of the State of New York, and any disputes will be subject to the jurisdiction of New York State or United States Federal courts[62][63] Corporate Governance and Structure - The Company has established a Strategy and Transformation Committee of the Board as part of its governance structure[179] - The Chief Transformation Officer must be appointed in accordance with the STC Charter[179] - The Company will maintain its good standing and legal existence under applicable laws, ensuring compliance with legal requirements[47] Transaction Conditions and Obligations - The obligations of the Investor to acquire the New First Lien Notes are subject to various conditions, including obtaining necessary governmental approvals[178] - The Company must ensure that no Material Adverse Effect has occurred since the date of the agreement[179] - The Company is required to deliver executed legal opinions from outside counsel to the Investor[179] - The Shareholders Agreement must be amended to facilitate the transactions contemplated in the agreement[179] - The Company will not enter into any material financing contracts without prior written consent from the Investor[51] Miscellaneous Provisions - The Company will reimburse the Investor 2,500,000 for fees paid to a consulting firm related to the transaction[6] - The Company will provide reasonably prompt responses to all reasonable diligence requests from the Investor or its advisors[50] - The Company will execute and deliver a Supplemental Deed to Shareholders Agreement prior to the Closing Date[46] - The Company will adjust the number of Ordinary Shares entitled to purchase upon the exercise of the Warrant in direct proportion to any subdivision or combination of outstanding Ordinary Shares[138] - The Company will provide an Exercise Price Adjustment Notice to the Holder whenever the Exercise Price or the number of securities issuable upon exercise is adjusted[143]