November 11, 2019
SunPower (NASDAQ:SPWR) has announced plans to separate into two independent, complementary, strategically-aligned and publicly-traded companies – SunPower and Maxeon Solar Technologies. Each company will focus on distinct offerings built on extensive experience across the solar value chain. 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.
Latham & Watkins LLP represents Total S.A., the majority shareholder of SunPower, in the planned spin-off with a cross-border corporate team 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.