8-KMaterial AgreementsSecurities & Listing

FIRST SOLAR, INC. 8-K Report, Material Agreement (Mar 6, 2009)

Filed March 6, 2009For Securities:FSLR

Summary

First Solar, Inc. (FSLR) announced a significant acquisition on March 6, 2009, detailing the entry into a Material Definitive Agreement to acquire the solar power project development business of OptiSolar Inc. This strategic move involves a merger where First Solar will acquire OptiSolar's project development assets and operations. The acquisition will be settled through the issuance of First Solar common stock, valued based on a ten-day volume-weighted average price, with a base of $400 million plus certain adjustments related to OptiSolar's expenses and French subsidiary accounts. A portion of the stock will be subject to a holdback for accounts payable and lease obligations, and another significant portion ($100 million) will be held in escrow for two years to cover potential indemnification obligations. The transaction is structured as a private placement, with First Solar agreeing to file a resale registration statement to allow the acquired shares to be traded publicly.

Key Highlights

  • 1First Solar to acquire OptiSolar's solar project development business via a merger.
  • 2Acquisition consideration will be paid in First Solar common stock, valued at approximately $400 million plus adjustments.
  • 3A portion of the stock issued will be immediately available for resale, while another portion will be held back to cover OptiSolar's liabilities.
  • 4A significant portion ($100 million) of the stock will be placed in escrow for two years to secure indemnification obligations.
  • 5The transaction is structured as a private placement, with a commitment to file a resale registration statement.
  • 6The acquisition is subject to customary closing conditions, including regulatory approvals and the spin-off of non-project business assets by OptiSolar.

Frequently Asked Questions

This 8-K filing announces First Solar's entry into a Material Definitive Agreement to acquire the solar power project development business of OptiSolar Inc. It details the terms of the merger, the consideration involved, and the conditions for closing.

First Solar will pay for the acquisition by issuing its own common stock. The value of this stock will be based on a ten-day volume-weighted average price, starting with a base of $400 million, adjusted for certain OptiSolar expenses and funds held by its French subsidiaries.

Yes, there are restrictions. Forty percent of the shares will be immediately available for resale. However, a portion will be held back to cover OptiSolar's accounts payable and lease obligations, and $100 million worth of shares will be held in escrow for two years to cover potential indemnification claims.

The $100 million in escrow shares serves as a security to fulfill any potential indemnification obligations that OptiSolar Holdings may have under the merger agreement for a period of two years following the closing date. This provides protection to First Solar against unforeseen liabilities arising from the acquired business.