ROCHESTER HILLS, Mich., June 24 /PRNewswire-FirstCall/ -- Energy
Conversion Devices, Inc. (ECD) (Nasdaq: ENER), a global manufacturer of
thin- film flexible solar laminate products for the building integrated and
commercial rooftop markets, announced that it has closed its previously
announced concurrent public offerings of 1,460,500 shares of common stock
at a price of $72.00 per share, and $316.3 million aggregate principal
amount of 3.00% convertible senior notes due 2013, raising net proceeds of
approximately $405.3 million. These figures include the exercise of the
underwriters' options to purchase additional shares of common stock and
notes, which were exercised in full.
Concurrent with the closing of its common stock and note offerings, ECD
loaned 2,723,300 shares of its common stock to Credit Suisse International,
or CSI, an affiliate of Credit Suisse Securities (USA) LLC, pursuant to a
share lending agreement among ECD, Credit Suisse Securities (USA) LLC and
CSI. Under that agreement, CSI may offer and sell such shares pursuant to
the equity prospectus supplement and has agreed to use the borrowed shares
to facilitate the establishment of hedge positions by investors in the
notes. The company expects that an additional 721,675 shares of common
stock will be issued over the next two days under the share lending
agreement to facilitate additional hedge positions. ECD received a nominal
lending fee from the share lending arrangement while CSI will receive all
of the proceeds from the sales of the shares borrowed under the share
lending arrangement.
While the borrowed shares are considered issued and outstanding for
corporate law purposes, because the shares lent pursuant to that agreement
must be returned to ECD prior to June 15, 2013, the company believes that
under U.S. generally accepted accounting principles, the borrowed shares
are not considered outstanding for the purpose of computing and reporting
earnings per share.
The convertible senior notes bear interest at a rate of 3.00% per year,
payable on June 15 and December 15 of each year, commencing on December 15,
2008. The notes mature on June 15, 2013. Holders of the notes may, under
certain circumstances at their option, convert the principal amount of
their notes into cash and, with respect to any amounts in excess of the
principal amount, shares of ECD's common stock initially at a conversion
rate of 10.8932 shares (equivalent to an initial conversion price of
approximately $91.80 per share) per $1,000 principal amount of notes. The
notes are also convertible on this basis at any time on or after March 15,
2013 and prior to the close of business on the business day immediately
proceeding the maturity date. The applicable conversion rate will be
subject to adjustments in certain circumstances. The notes are senior
unsecured obligations of ECD and rank equal in right of payment with any
future senior unsecured debt of ECD, and senior in right of payment to all
of ECD's existing and future debt, if any, that is subordinated to the
notes.
ECD intends to use the net proceeds from the offering of convertible
notes and the underwritten equity offering for the expansion of its solar
laminate production capacity in connection with its plan to reach 1GW of
capacity by 2012 and for general corporate purposes.
Credit Suisse Securities (USA) LLC and UBS Securities LLC acted as the
representatives of the underwriters and joint book-running managers for the
common stock offering and the convertible note offering, and JPMorgan Chase
& Co., Deutsche Bank Securities, and Lazard Ltd. served as co-managers.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities, in any state or jurisdiction in which such offer, solicitation
or sale would be unlawful prior to the registration or qualification under
the securities laws of any such state or jurisdiction.
A registration statement relating to these securities (including a
prospectus and two prospectus supplements) has been filed with the
Securities and Exchange Commission. Prospective investors should read the
prospectus, prospectus supplements, the registration statement and other
documents ECD has filed with the SEC for more complete information about
ECD and this offering. These documents are available at no charge by
visiting EDGAR on the SEC Web site at http://www.sec.gov. Alternatively, a
prospectus and prospectus supplement for the common stock offering and/or
for the convertible notes offering may be obtained by contacting the
prospectus department of Credit Suisse Securities (USA) LLC, One Madison
Avenue, New York, NY 10010, (tel: 1 800-221-1037).
NOTE: This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, including
statements regarding the offering, the use of the net proceeds from the
offering and the belief that the borrowed shares will not be considered
outstanding for the purpose of computing and reporting earnings per share.
These forward-looking statements involve risks and uncertainties. Factors
that could cause actual events to differ materially from those predicted in
such forward-looking statements include market conditions, potential
fluctuations in Energy Conversion Devices' stock price, management's broad
discretion over the use of the net proceeds of the offering, or changes in
U.S. generally accepted accounting principles or in their interpretation.
Certain of these risks and others are detailed from time to time in Energy
Conversion Devices' periodic reports filed with the Securities and Exchange
Commission, including, but not limited to, its annual report on Form 10-K
for the year ended June 30, 2007, its quarterly report on Form 10-Q for the
quarter ended March 31, 2008 and in the registration statement.
SOURCE Energy Conversion Devices, Inc.
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Related links:
http://www.ovonic.com
CONTACT:
Mark Trinske, Vice President, Investor
Relations and Corporate Communications, Energy Conversion
Devices, Inc., +1-248-299-6063
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