On August 5, 2024, Tom Werner, SunPower’s Executive Chairman, shared the note below with SunPower team members not including Blue Raven Solar.

Team,

I am writing to you with an important update about SunPower.

As you know, SunPower has faced a number of challenges over the last year, and we have been working diligently as a team to stabilize our business and improve our financial position. Today, we are taking an important step forward for our organization.

I am pleased to share that SunPower announced an agreement with Complete Solaria, Inc. to acquire certain assets associated with SunPower’s Blue Raven Solar and New Homes businesses and the non-installing Dealer network.

To facilitate this proposed transaction, SunPower concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware, with Complete Solaria serving as its Stalking Horse Buyer. The full press release with further details can be found here.

T.J. Rodgers, CEO of Complete Solaria, has a proven track record in advancing solar and is no stranger to SunPower. He served on SunPower’s Board as Chairman from 2005-2011 and has long stated his belief in the potential of high efficiency solar solutions.

Subject to court approval, the proposed transaction offers significant components of our business the opportunity to continue our legacy under new ownership that recognizes the foundation we’ve laid and believes in the continued potential of solar. For those business lines not included in the sale process with Complete Solaria, we continue to work diligently to find a long-term solution and are in discussions with interested parties.

The solar energy proposition is increasing – the electric grid is less stable, and the cost of energy has sky-rocketed. I’ve spent time discussing this with T.J. Like me, he recognizes the value proposition of solar. I am confident T.J. will build on our vision to shape the future of residential solar and change the way our world is powered.

We know you may have questions about what this announcement means for our valued customers and partners. While we may not have all of the answers at this time, we intend to keep you updated as necessary as we navigate this process. We know our customers and partners continue to count on us and we are working hard to provide continuity and long-term solutions across our businesses.

I want to take this moment to express my deepest gratitude to all of our current and former hard-working and dedicated employees; our loyal partners, trusted Dealers, and valued builders who have made a tremendous impact on our business; and our customers, who truly believe in the power of solar. Together, we have a lot to be proud of — we have pioneered many advancements in solar and the broader renewable energy industry and have powered gigawatts of solar energy.

I am honored to have been a part of this journey in making solar energy more accessible, and I am optimistic in this next chapter — however that may look for each of us in the future. There is still much work to be done to change the way our world is powered.

Sincerely,

Tom

What did SunPower announce?

On August 5, 2024, SunPower (or the “Company”) announced that it has entered into an asset purchase agreement with Complete Solaria, Inc. to acquire certain assets associated with SunPower’s Blue Raven Solar business, New Homes business, and the non-installing Dealer network.

To facilitate this proposed sale, the Company concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware, with Complete Solaria serving as its Stalking Horse Buyer.

In order to maximize value for all stakeholders, the Company seeks to “market-check” the APA through a court-supervised sale process designed to elicit the highest or otherwise best bid for the Company’s assets. The Company will also look to sell its other business lines for the highest or otherwise best value available. If the Company is unable to facilitate a transaction, these business lines will undergo an orderly and efficient winddown.

At the end of this process, the Company expects the assets included in the APA to operate as a new company.

What is Complete Solaria, Inc?

Complete Solaria is a solar solutions provider led by T.J. Rodgers, a proven leader in high efficiency solar solutions. Complete Solaria is the Stalking Horse Bidder for SunPower’s Blue Raven Solar, New Homes, and the non-installing Dealer network business. At the end of this process, the Company expects the assets included in the APA to operate as a new company.

Who is T.J. Rodgers?

T.J. Rodgers, CEO of Complete Solaria, served as SunPower’s Chairman from 2005-2011 and has long stated his belief in the potential of high efficiency solar solutions, with a proven track record in advancing solar.

What is a Stalking Horse Bid?

A Stalking Horse bid is the initial bid on a company’s assets from an interested party and a strategy used in certain types of auctions or sales processes, especially in bankruptcy proceedings or complex acquisitions.

What is Chapter 11?

Chapter 11 of the U.S. Bankruptcy Code is a court-supervised process in the U.S. where companies can obtain breathing room to complete a sale process while operations continue in the ordinary course of business.

For SunPower, we expect this process will facilitate the sale of certain assets associated with SunPower’s Blue Raven Solar business, New Homes business, and the non-installing Dealer network with Complete Solaria as the Stalking Horse Buyer. We continue to run a sale process for the remaining business lines and are in discussions with interested parties. If the Company is unable to facilitate sale transactions, these businesses will undergo an orderly and efficient winddown.

How long will this process take?

SunPower intends to move through this process as quickly as practicable and expects to close the potential transaction in mid to late September and expects to finalize the Chapter 11 process in the coming months.

What changes today?

Chapter 11 is a court-supervised process in the U.S. where companies can obtain breathing room to complete a sale process while operations continue in the ordinary course of business.

Blue Raven Solar, New Homes, and the Non-Installing Dealer network intend to operate with minimal disruption at this time, and these businesses remain focused on delivering for their customers. The Company will look to sell its other business lines for the highest or otherwise best value available. If the Company is unable to facilitate sale transactions, these businesses will undergo an orderly and efficient winddown.

We will continue to communicate relevant updates as necessary regarding the sale process as well as our Chapter 11 cases and remain available to answer questions you may have.

Is SunPower going out of business?

Subject to court approval, the proposed transaction offers significant components of our business the opportunity to continue our legacy under new ownership that recognizes the foundation we’ve laid and believes in the continued potential of solar.

For those business lines not included in the sale process with Complete Solaria, we continue to work diligently to find a long-term solution and are in discussions with interested parties. If the Company is unable to facilitate sale transactions, these businesses will undergo an orderly and efficient winddown.

I am a SunPower customer, what does this mean for me?

Installed products should continue operating as expected at this time.

While SunPower is currently unable to service your system, we are diligently working on an agreement with a service provider and recommend you continue to check SunPower.com for updates. We’ll share details on how this may impact your manufacturer-supported warranties as they are available.

For additional information, please reach out to our Customer Care team at 1-800-SUNPOWER.

I am a SunPower Dealer, what does this mean for me?

We continue to be committed to your success, and we intend to operate with minimal disruption at this time.

We expect our Non-Installing Dealer network to be sold to Complete Solaria as part of the proposed transaction. We are pursuing a sale of our Installing Dealer network as part of the Chapter 11 process and are currently in discussions with interested parties. We will communicate relevant updates as soon as practicable.

I am a SunPower New Home Builder, what does this mean for me?

We continue to be committed to your success, and we intend to operate with minimal disruption to you or your customers at this time.

We expect our New Homes business to be sold to Complete Solaria as part of the proposed transaction, and we will communicate relevant updates as soon as practicable. We are working hard to continue to execute for our builder partners as we have done for the past 18+ years.

Where can I find more information?

Stakeholders with questions may call Epiq toll-free at (888) 410-9433 or +1 (971) 298-7638 for calls originating outside of the U.S., or email at SunPowerinfo@epiqglobal.com.