8-KEarnings & ResultsSecurities & ListingExhibits & Filings

FIRST SOLAR, INC. 8-K Report, Financial Results (Aug 6, 2013)

Filed August 6, 2013For Securities:FSLR

Summary

First Solar, Inc. (FSLR) filed an 8-K on August 6, 2013, primarily to announce its second-quarter 2013 financial results and a significant strategic acquisition of intellectual property from General Electric Company (GE). The company reported its operational and financial performance for the quarter ending June 30, 2013, details of which are provided in an accompanying press release (Exhibit 99.1). Separately, First Solar also announced a transaction where it acquired GE's cadmium telluride photovoltaic specific intellectual property assets in exchange for 1,750,000 shares of FSLR common stock, valued at $83.8 million as of August 5, 2013. This equity issuance was conducted as a private placement under Section 4(2) of the Securities Act of 1933, with GE subject to a three-year lock-up period on these shares.

Key Highlights

  • 1First Solar announced its second-quarter 2013 financial results on August 6, 2013.
  • 2The company acquired cadmium telluride photovoltaic intellectual property assets from General Electric Company (GE).
  • 3The acquisition was completed on August 5, 2013, through a Master Transaction Agreement and an Intellectual Property Purchase Agreement.
  • 4In exchange for the intellectual property, First Solar issued 1,750,000 shares of its common stock to GE.
  • 5The value of the shares issued to GE was $83.8 million as of August 5, 2013.
  • 6The share issuance was conducted as a private placement exempt from registration under Section 4(2) of the Securities Act of 1933.
  • 7GE is subject to a three-year restriction (until August 5, 2016) on selling, hedging, lending, or pledging these shares, with certain exceptions.

Frequently Asked Questions

This 8-K primarily serves as an announcement vehicle for First Solar's second-quarter 2013 financial results, detailed in the accompanying press release (Exhibit 99.1). Investors should refer to that press release for specific earnings figures, revenue, profitability, and any forward-looking guidance.

First Solar acquired GE's specific intellectual property related to cadmium telluride photovoltaic technology. In exchange, First Solar paid GE with 1.75 million shares of its own common stock, valued at approximately $83.8 million on the transaction date.

The shares were issued in a private placement transaction, which is exempt from registration under Section 4(2) of the Securities Act of 1933. This exemption is typically available for transactions not involving a public offering.

Yes, GE is subject to a lock-up period. Until August 5, 2016 (three years from the issuance date), GE is restricted from selling, hedging, lending, or pledging these 1.75 million First Solar shares, subject to certain permitted exceptions.