M&A - Maxeon Solar Technologies, Ltd.
Form Type: SCHEDULE 13D/A
Filing Date: 2025-04-10
Corporate Action: Acquisition
Type: Update
Accession Number: 000114036125013242
Filing Summary: Maxeon Solar Technologies, Ltd. completed the sale of 100% equity interest in its 'Rest-of-the-World' Distributed Generation Business to Lumetech B.V. and TCL Sunpower International Pte. Ltd. on March 31, 2025, as part of a Sale and Purchase Agreement (SPA) that was originally entered into on February 18, 2025. This document is Amendment No. 14 to the original Schedule 13D, highlighting this transaction and updates regarding the ownership and potential future actions by the Reporting Persons regarding their investment in the company. As of April 9, 2025, Zhonghuan Singapore Investment and Development Pte. Ltd. owns approximately 59.0% of the outstanding Ordinary Shares of Maxeon Solar Technologies, representing 9,959,362 shares. The Reporting Persons may consider acquiring additional shares or disposing of shares based on various market and business conditions.
Additional details:
Item 4 Supplement: The document supplements Item 4 with details about the closing of the sale transaction.
Closing Date: 2025-03-31
Seller: Maxeon Solar Technologies, Ltd.
Buyers: ["Lumetech B.V.","TCL Sunpower International Pte. Ltd."]
Equity Interest Sold: 100% equity interest in the 'Rest-of-the-World' Distributed Generation Business
Percentage Ownership: 59.0% of outstanding Ordinary Shares
Shares Held: 9,959,362 Ordinary Shares
Total Shares Outstanding: 16,892,736 Ordinary Shares as of April 9, 2025
Form Type: SCHEDULE 13D/A
Filing Date: 2025-03-05
Corporate Action: Acquisition
Type: Update
Accession Number: 000114036125007175
Filing Summary: This Amendment No. 13 updates the previously filed Schedule 13D regarding Maxeon Solar Technologies, Ltd. Specifically, it details the consummation of a sale transaction involving the complete equity interest in SunPower Philippines Manufacturing Ltd. to TCL Zhonghuan Renewable Energy Technology Co., Ltd. on February 28, 2025. The document outlines the agreement terms specified in the Sale and Purchase Agreement (SPA) made on January 26, 2025, and further mentions the associated Procurement Agency Agreement and Transitional Services Agreement established with the Purchaser. This amendment serves as a continuation of the reporting persons' intent to manage their investment in the issuer, potentially involving acquiring additional shares or restructuring activities, depending on various factors. It notes that as of March 4, 2025, the reporting entity holds approximately 59.2% of the outstanding ordinary shares of Maxeon Solar Technologies, Ltd. No recent transactions were executed in the last sixty days regarding these shares.
Additional details:
Closing Date: 2025-02-28
Purchase Price: 100% equity interest
Purchaser: TCL Zhonghuan Renewable Energy Technology Co., Ltd.
Issuer Shares Percentage: 59.2%
Form Type: SCHEDULE 13D/A
Filing Date: 2025-02-20
Corporate Action: Acquisition
Type: Update
Accession Number: 000114036125005252
Filing Summary: This filing serves as Amendment No. 12 to the Schedule 13D originally filed by the Reporting Persons regarding Maxeon Solar Technologies, Ltd. It details the entry into a definitive Sale and Purchase Agreement (SPA) on February 18, 2025, whereby Lumetech B.V. and TCL Sunpower International Pte. Ltd., subsidiaries of TCL Zhonghuan Renewable Energy Technology Co., Ltd., will acquire all issued and fully-paid ordinary shares in the Issuer's non-US distributed generation business, part of 'Project Birch'. The total aggregate consideration for this acquisition is approximately USD$29 million, with specific provisions for repayment of intercompany debt and conditions for closing, including obtaining necessary governmental approvals. Additionally, the agreement includes a Trademark Assignment Agreement where TCL Sunpower will acquire trademarks for USD$6.74 million. The document confirms the Reporting Persons own approximately 59.3% of the Issuer's outstanding shares and outlines potential future actions regarding their investment in the Issuer.
Additional details:
Sale And Purchase Agreement Date: 2025-02-18
Total Consideration: USD$29 million
Trademark Assignment Agreement Date: 2025-02-18
Trademark Assignment Consideration: USD$6.74 million
Reporting Persons Ownership Percentage: 59.3%
Form Type: SCHEDULE 13D/A
Filing Date: 2025-01-28
Corporate Action: Acquisition
Type: Update
Accession Number: 000114036125002210
Filing Summary: This Amendment No. 11 to the Schedule 13D filed by Maxeon Solar Technologies, Ltd. updates previous filings regarding a definitive Sale and Purchase Agreement (SPA) between SunPower Technology Ltd. and Lumetech PTE Ltd., a subsidiary of TCL Zhonghuan Renewable Energy Technology Co., Ltd. The transaction involves the acquisition of SunPower Philippines Manufacturing Ltd. (SPML) by Lumetech for a total consideration of US $58.6 million. The SPA outlines conditions for the sale, including the transfer of certain target assets for approximately US $7.26 million, with specific delivery and liability provisions. The closing of the transaction is contingent upon obtaining necessary approvals and consents, including outbound direct investment approval from relevant Chinese regulatory bodies. If any closing conditions are not met by February 28, 2025, the SPA will lapse. The reporting persons hold 59.4% of the company's outstanding Ordinary Shares, based on the latest figures. Additionally, related consents regarding various financial instruments have been secured to facilitate this acquisition. The document emphasizes the potential for further actions by the reporting entities, including additional acquisitions or changes in strategy regarding their investment in Maxeon Solar Technologies.
Additional details:
Item 4 Description: Entry Into Sale and Purchase Agreement
Spa Total Consideration: US $58.6 million
Target Assets Value: approximately US$7.26 million
Od Approval Deadline: on or before April 30, 2025
Long Stop Date: February 28, 2025
Ownership Percentage: 59.4% of the outstanding Ordinary Shares
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