Solar Power, Inc. today announced the entry into a convertible promissory note purchase agreement and an option agreement with Vision Edge Limited (the "Purchaser") relating to a new private placement of up to $40 million.
Pursuant to the Agreements, the Purchaser agreed to purchase a principal amount of US$20 million of convertible promissory note issued by SPI through private placement (the "Convertible Note"). The Convertible Note will mature on the first anniversary of its issuance date. The Convertible Note will be convertible, at the Purchaser's option, to common stock of SPI at a price of $2.70 per share, subject to terms and conditions of the convertible note purchase agreement. In connection with the sale of the Convertible Note, SPI also granted the Purchaser an option (the "Option") to purchase $20 million of SPI's common stock exercisable at any time within the next six months at a price of $2.70 per share, subject to terms and conditions of the option agreement. The Convertible Note and shares issuable upon its conversion as well as the Option will be offered and sold solely to non-U.S. investors, on a private placement basis in reliance on Regulation S promulgated under the U.S. Securities Act of 1933, as amended.
The completion of the above transaction is subject to the satisfaction of customary closing conditions. SPI's shares of common stock issuable under the Agreements are restricted securities, and the Purchaser is subject to a three-month lock-up period.