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Re: BigLoser64 post# 803

Thursday, 03/31/2011 3:19:25 PM

Thursday, March 31, 2011 3:19:25 PM

Post# of 846
LDK bought 70% of SOPW

Item 5.01 Changes in Control of Registrant
As previously disclosed, on January 5, 2011, Solar Power, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with LDK Solar Co., Ltd., a company incorporated under the laws of Cayman Islands (the “Purchaser”), in connection with the sale and issuance by the Company of Series A Preferred Stock and Common Stock along with the sale and transfer to Purchaser of certain manufacturing equipment of the Company. On January 10, 2011, the Company and the Purchaser consummated the transactions contemplated by the First Closing (as defined in the Purchase Agreement) whereby the Company issued to the Purchaser 42,835,947 shares of Common Stock for an aggregate purchase price equal to $10,708,987. Such shares represent approximately 45% of the Company’s outstanding Common Stock.
On March 31, 2011, the Company and Purchaser consummated the transactions contemplated by the Second Closing (as defined in the Purchase Agreement) whereby the Company issued 20,000,000 shares of Series A Preferred Stock for an aggregate purchase price of $22,227,669. Each share of Series A Preferred Stock has a dividend preference equal to $0.04 per annum and shall automatically be converted into approximately 4.44552 shares of common stock (subject to adjustments) upon the Company amending its Articles of Incorporation to increase the authorized number of shares of common stock in an amount sufficient to effect the conversion of the Series A Preferred Stock. Each share of Series A Preferred Stock is entitled to a number of votes per share equal to the number of shares of common stock that the Series A Preferred Stock would convert into.
On an as converted, fully diluted basis, the aggregate number of voting shares the Purchaser owns is approximately seventy percent (70%) of the issued and outstanding common stock of the Company. Therefore, as of March 31, 2011, the Purchaser obtained voting control of the Company.
Pursuant to the Purchase Agreement, two directors will be appointed by the Company with consent of the Purchaser. Such directors will be appointed not earlier than ten days following the mailing of Schedule 14f-1 to the shareholders of the Company providing notice of the proposed change of a majority of the Company’s directors. Upon appointment of such directors, Timothy Nyman, Ronald Cohan and D. Paul Regan shall resign as directors of the Company.

Item 8.01 Other Events.
On March 31, 2011, Solar Power issued a press release announcing the execution of the Purchase Agreement. The full text of the press release is set forth as Exhibit 99.1 attached to this report.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

LDK Solar Finalizes Acquisition of 70% of Solar Power, Inc. for $33 Million

Today : Thursday 31 March 2011
Click Here for more Solar Power, Inc. Charts.

LDK Solar Co., Ltd. ("LDK Solar") (NYSE:LDK), a leading manufacturer of multicrystalline solar wafers and PV products, and Solar Power, Inc. (“SPI”) (OTCBB:SOPW), announced today that LDK Solar has finalized its acquisition of a 70% interest in SPI for approximately $33 million. LDK paid an initial $10 million in January and today announced it has finalized the transaction with a second payment of $23 million.

The transaction adds significant financial strength to SPI’s balance sheet, enabling the acceleration of the development of its project pipeline, which primarily consists of utility-scale power plants and commercial/industrial distributed generation systems. SPI’s growing development portfolio and pipeline, in turn, should provide LDK Solar with enhanced downstream benefit to its vertical integration model through module supply for large-scale projects.

“We are very pleased to have this transaction concluded,” said Xiaofeng Peng, Chairman and CEO for LDK Solar. “SPI provides a strong strategic complement to our downstream vertical integration opportunities and provides LDK Solar and SPI the opportunity to jointly explore opening manufacturing operations in the U.S. to further enhance SPI’s competitive advantage in North America.”

“We are happy to be part of the growing LDK global team,” said Steve Kircher CEO for SPI. “The strength of our newly combined vertical platform should provide us significant competitive advantages going forward,” Mr. Kircher concluded.

The terms of the investment are more particularly detailed in the Stock Purchase Agreement dated January 5, 2011, as filed in the Company’s report on Form 8-K with the Securities and Exchange Commission on January 6, 2011.



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