UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: February 2025
Commission File Number: 001-39368
MAXEON SOLAR TECHNOLOGIES, LTD.
(Exact Name of registrant as specified in its charter)
8 Marina Boulevard #05-02
Marina Bay Financial Centre
018981, Singapore
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Amendment of Super Senior Notes, Senior Notes and Junior Notes
On February 18, 2025, Maxeon Solar Technologies, Ltd. (the “Company”) entered into (a) a supplemental indenture (the “Super Senior Notes Supplemental Indenture”) to the indenture dated June 20, 2024 (the “Super Senior Notes Indenture”), relating to the 9.00% Convertible First Lien Senior Secured Notes due 2029 (the “Super Senior Notes”), by and among, Maxeon Solar Technologies, Ltd. (the “Company”), Deutsche Bank Trust Company Americas, as trustee, DB Trustees (Hong Kong) Limited, as the collateral trustee and, solely with respect to the Philippine collateral, RCBC Trust Corporation; (b) a supplemental indenture (the “Senior Notes Supplemental Indenture”) to the indenture dated August 17, 2022 (as amended from time to time, the “Senior Notes Indenture”), relating to the Variable-Rate Convertible First Lien Senior Secured Notes due 2029 (the “Senior Notes”), by and among, the Company, Deutsche Bank Trust Company Americas, as trustee, DB Trustees (Hong Kong) Limited, as the collateral trustee and, solely with respect to the Philippine collateral, RCBC Trust Corporation; and (c) a supplemental indenture (the “Junior Notes Supplemental Indenture”) to the indenture dated June 20, 2024 (the “Junior Notes Indenture”), relating to the Adjustable-Rate Convertible Second Lien Senior Secured Notes due 2028 (the “Junior Notes”), by and among, Maxeon Solar Technologies, Ltd., Deutsche Bank Trust Company Americas, as trustee, DB Trustees (Hong Kong) Limited, as the collateral trustee and, solely with respect to the Philippine collateral, RCBC Trust Corporation. The term “Supplemental Indenture” shall refer to any of the Super Senior Notes Supplemental Indenture, the Senior Notes Supplemental Indenture, or the Junior Notes Supplemental Indenture, as the case may be.
Super Senior Notes Supplemental Indenture
The Super Senior Notes Supplemental Indenture amended the Super Senior Notes Indenture to:
(i) permit the disposition (the “Proposed Birch Disposition”) of (a) 100% of shares of (1) SunPower Malta Limited, (2) SunPower Corporation UK Limited, (3) Kozani Energy Malta Limited, (4) SunPower Corp Israel Ltd, (5) Photovoltaic Park Malta Limited, (6) Sgula (East) Green Energies Ltd, (7) SunPower Italia S.r.l., (8) SunPower GmbH, (9) SunPower Netherlands B.V., (10) SunPower Energy Systems Spain, S.L.U., (11) Maxeon Solar System Mexico S. de R.L de CV, (12) SunPower Systems Belgium SPRL, (13) SunPower Corporation Australia Pty. Ltd., (14) SunPower Corporation Spa, (15) SunPower Energy Systems Korea, (16) Maxeon Solar Products Mexico S.de R.L de C.V, and (17) Maxeon Japan KK (together, the “Birch Group Entities”); (b) certain transferable assets including: (1) certain trademarks owned by Maxeon Solar Pte. Ltd. (“MSPL”) as specified in the applicable Supplemental Indenture (the “Relevant Trademarks”); (2) certain inventories owned by MSPL and SunPower Systems Sàrl (“SPSW”) as specified in the applicable Supplemental Indenture (the “Relevant Inventories”); (3) certain contracts of MSPL, SPSW, Maxeon Americas, Inc. and the Company as specified in the applicable Supplemental Indenture (the “Relevant Contracts”); (4) certain fixed assets owned by MSPL and Maxeon Americas Inc. as specified in the applicable Supplemental Indenture (the “Relevant Fixed Assets”); (5) certain accounts payable and other debts and amounts owing by SPSW and MSPL (the “Relevant Liabilities”, and together with the Relevant Trademarks, the Relevant Inventories, the Relevant Contracts and the Relevant Liabilities, the “Birch Transferable Assets”); and (c) 100% of shares of (1) SunPower Energy Solutions France SAS, (2) SunPower Technologies France SAS, (3) Total Energie Do Brasil, (4) SunPower Manufacturing de Vernejoul SAS, (5) Tenesol Venezuela, (6) SunPower Corporation Southern Africa Proprietary Limited, (7) SunPower Manufacturing (Pty) Ltd, and (8) SunPower Energy Systems Southern Africa (Pty) Ltd (collectively, the “French Group Entities”, and the shares of the French Group Entities, the “French Group Assets”) and together with the shares of the Birch Group Entities the Birch Transferable Assets, the “Birch Assets”) to Zhonghuan Singapore Investment and Development Pte. Ltd. (“TZE”) or one of its affiliates; and
(ii) in connection with the Proposed Birch Disposition, upon the consummation of the Proposed Birch Disposition, automatically release (a) the security interest over the shares of SunPower Energy Solutions France SAS, (b) the security interest over the Relevant Trademarks, the Relevant Inventories, the Relevant Contracts and the Relevant Fixed Assets, in each case owned by MSPL, (c) the security interest over the Relevant Contracts of MSPL and SPSW, and (d) the security interest over the shares of SunPower Energy Solutions France SAS and the Relevant Contracts in each case owned by the Company.
Senior Notes Supplemental Indenture
The Senior Notes Supplemental Indenture amended the Senior Notes Indenture to:
(i) permit the Proposed Birch Disposition; and
(ii) in connection with the Proposed Birch Disposition, upon the consummation of the Proposed Birch Disposition, automatically release (a) the security interest over the shares of SunPower Energy Solutions France SAS, (b) the security interest over the Relevant Trademarks, the Relevant Inventories, the Relevant Contracts and the Relevant Fixed Assets, in each case owned by MSPL, (c) the security interest over the Relevant Contracts of MSPL and SPSW, and (d) the security interest over the shares of SunPower Energy Solutions France SAS and the Relevant Contracts in each case owned by the Company.
Junior Notes Supplemental Indenture
The Junior Notes Supplemental Indenture amended the Junior Notes Indenture to:
(i) in connection with the Proposed Birch Disposition, upon the consummation of the Proposed Birch Disposition, automatically release (a) the security interest over the shares of SunPower Energy Solutions France SAS, (b) the security interest over the Relevant Trademarks, the Relevant Inventories, the Relevant Contracts and the Relevant Fixed Assets, in each case owned by MSPL, (c) the security interest over the Relevant Contracts of MSPL and SPSW, and (d) the security interest over the shares of SunPower Energy Solutions France SAS and the Relevant Contracts in each case owned by the Company.
The Company is expected to enter into the definitive agreement relating to the Proposed Birch Disposition on or about the date of this current report, which is expected to be announced through a separate current report. To the extent appropriate, the Company will announce any update through additional current reports or other filings pursuant to the Exchange Act (as defined below).
The foregoing description is only a summary and is qualified in its entirety by reference to each of the Super Senior Notes Supplemental Indenture, the Senior Notes Supplemental Indenture and the Junior Notes Supplemental Indenture, respectively, that is attached to this Form 6-K as an exhibit, and incorporated herein by reference.
Incorporation by Reference
The information contained in this report is hereby incorporated by reference into the Company’s registration statements on Form F-3 (File No. 333-248564), Form F-3 (File No. 333-265253), Form F-3 (File No. 333-268309), Form S-8 (File No. 333-277501), Form S-8 (File No. 333-241709) and Form S-8 (File No. 333-283187), each filed with the Securities and Exchange Commission.
Forward-Looking Statements
This current report on Form 6-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including but not limited to, statements regarding the Company’s anticipated use of the net proceeds from the Issuance. The forward-looking statements can be also identified by terminology such as “may,” “might,” “could,” “will,” “aims,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements.
These forward-looking statements are based on our current assumptions, expectations and beliefs and involve substantial risks and uncertainties that may cause results, performance or achievement to materially differ from those expressed or implied by these forward-looking statements. These statements are not guarantees of future performance and are subject to a number of risks. The reader should not place undue reliance on these forward-looking statements, as there can be no assurances that the plans, initiatives or expectations upon which they are based will occur. A detailed discussion of factors that could cause or contribute to such differences and other risks that affect our business is included in filings we make with the Commission from time to time, including our most recent report on Form 20-F, particularly under the heading “Risk Factors”. Copies of these filings are available online from the SEC at www.sec.gov, or on the SEC Filings section of our Investor Relations website at https://corp.maxeon.com/investor-relations. All forward-looking statements in this current report on Form 6-K are based on information currently available to us, and we assume no obligation to update these forward-looking statements in light of new information or future events.
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| Supplemental Indenture No. 9, dated February 18, 2025, to the indenture dated August 17, 2022, as amended, relating to the Variable-Rate Convertible First Lien Senior Secured Notes due 2029, by and among, Maxeon Solar Technologies, Ltd., Deutsche Bank Trust Company Americas, as trustee, DB Trustees (Hong Kong) Limited, as the collateral trustee. | ||||||||
Supplemental Indenture No. 2, dated February 18, 2025, to the indenture dated June 20, 2024, relating to the 9.00% Convertible First Lien Senior Secured Notes due 2029, by and among, Maxeon Solar Technologies, Ltd., Deutsche Bank Trust Company Americas, as trustee, DB Trustees (Hong Kong) Limited, as the collateral trustee. | ||||||||
Supplemental Indenture No. 2, dated February 18, 2025, to the indenture dated June 20, 2024, relating to the Adjustable-Rate Convertible Second Lien Senior Secured Notes due 2028, by and among, Maxeon Solar Technologies, Ltd., Deutsche Bank Trust Company Americas, as trustee, DB Trustees (Hong Kong) Limited, as the collateral trustee. | ||||||||
* Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MAXEON SOLAR TECHNOLOGIES, LTD. (Registrant) | |||||||||||
Date: February 18, 2025 | By: | /s/ Dmitri Hu | |||||||||
| Name: | Dmitri Hu | ||||||||||
| Title: | Chief Financial Officer | ||||||||||