SunPower’s Planned Spin-off Transaction

Simpson Thacher advised the Special Committee of the Board of Directors of SunPower Corporation. Latham & Watkins LLP represented Total S.A., the majority shareholder of SunPower, in the planned spin-off. Weil advised Tianjin Zhonghuan Semiconductor in connection with the investment.

SunPower (NASDAQ:SPWR) announced plans to separate into two independent, complementary, strategically-aligned and publicly-traded companies – SunPower and Maxeon Solar Technologies.

SunPower will continue as the leading North American distributed generation, storage and energy services company. Newly-formed Maxeon Solar will be the leading global technology innovator, manufacturer and marketer of premium solar panels.

Concurrent with the transaction, an equity investment of $298 million will be made in Maxeon Solar by long-time partner Tianjin Zhonghuan Semiconductor Co., Ltd. (TZS), a premier global supplier of silicon wafers, to help finance the scale-up of Maxeon® 5 production capacity.

The separation is expected to occur through a spin-off of all of the shares of Maxeon Solar held by SunPower to SunPower shareholders, followed by the TZS investment. It is intended to be tax-free to SunPower shareholders.

After the completion of the transactions, TZS will own approximately 28.848 percent of the diluted ordinary shares of Maxeon Solar with approximately 71.152 percent will be owned by SunPower shareholders, as of the record date of the spin-off.

SunPower expects to complete the separation and Maxeon Solar capital injection in the second quarter of 2020, subject to the satisfaction of various closing conditions.

Total, the majority shareholder of SunPower, is a major energy player that produces and markets fuels, natural gas and low-carbon electricity.

The Simpson Thacher team included Eric Swedenburg (Picture), Sebastian Tiller, Lauren Kim and Daniel Han (M&A); Drew Purcell and Abigail Hopper (Tax); Jeannine McSweeney and Eric Wolf (ECEB); Mick Tuesley, Mark Skerry and Claire DiMario (Regulatory); and Marcela Robledo (IP).

Latham & Watkins cross-border corporate team was led by Houston partner Ryan Maierson, Paris partner Olivier du Mottay, Hong Kong partner David Blumental, and Singapore partner Farhana Sharmeen, with Houston associates Ryan Lynch and Bryan Ryan, Paris associate Noémie Lopes-Lemière, Hong Kong associate Carolyn Wong, and Singapore associates Kelly Teoh and Sarah Soh. Advice was also provided on antitrust matters by Paris partner Jacques-Philippe Gunther, with associate Juliette Hua, and on intellectual property matters by Singapore associates Elizabeth Purcell and Esther Franks.

The Weil team advising TZS was led by Corporate partners Charles Ching and Chris Welty and included associates Yujing Liu and Carol Jia; International Arbitration & Trade partner Ted Posner and associate Tim Welch; Technology & IP Transactions partner Jeff Osterman and associates Alexa Clinton and Phillip Grudzina; Executive Compensation & Benefits partner Paul Wessel and associate John Kleinjan; and Antitrust/Competition counsel Vadim Brusser.

Involved fees earner: David Blumental – Latham & Watkins; Olivier du Mottay – Latham & Watkins; Esther Franks – Latham & Watkins; Jacques-Philippe Gunther – Latham & Watkins; Juliette Hua – Latham & Watkins; Noémie Lopes-Lemière – Latham & Watkins; Ryan Lynch – Latham & Watkins; Ryan Maierson – Latham & Watkins; Elizabeth Purcell – Latham & Watkins; Bryan Ryan – Latham & Watkins; Farhana Sharmeen – Latham & Watkins; Sarah Soh – Latham & Watkins; Kelly Teoh – Latham & Watkins; Carolyn Wong – Latham & Watkins; Claire DiMario – Simpson Thacher & Bartlett; Daniel Han – Simpson Thacher & Bartlett; Abigail Hopper – Simpson Thacher & Bartlett; Lauren Kim – Simpson Thacher & Bartlett; Jeannine McSweeney – Simpson Thacher & Bartlett; Andrew Purcell – Simpson Thacher & Bartlett; Marcela Robledo – Simpson Thacher & Bartlett; Mark Skerry – Simpson Thacher & Bartlett; Eric Swedenburg – Simpson Thacher & Bartlett; Sebastian Tiller – Simpson Thacher & Bartlett; Malcolm Tuesley – Simpson Thacher & Bartlett; Eric Wolf – Simpson Thacher & Bartlett; Vadim Brusser – Weil, Gotshal & Manges; Charles Ching – Weil, Gotshal & Manges; Alexa Clinton – Weil, Gotshal & Manges; Phillip Grudzina – Weil, Gotshal & Manges; Carol Jia – Weil, Gotshal & Manges; John Kleinjan – Weil, Gotshal & Manges; Yujing Liu – Weil, Gotshal & Manges; Jeffrey Osterman – Weil, Gotshal & Manges; Ted Posner – Weil, Gotshal & Manges; Timothy Welch – Weil, Gotshal & Manges; Chris Welty – Weil, Gotshal & Manges; Paul Wessel – Weil, Gotshal & Manges;

Law Firms: Latham & Watkins; Simpson Thacher & Bartlett; Weil, Gotshal & Manges;

Clients: SunPower Corporation – Special Committee of the Board of Directors; Tianjin Zhonghuan Semiconductor; Total;

Author: Ambrogio Visconti