- Current report filing (8-K)
16 July 2011 - 6:24AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 14, 2011
Date of Report (date of earliest event reported)
EVERGREEN SOLAR, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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000-31687
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04-3242254
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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138 Bartlett Street
Marlboro, Massachusetts 01752
(Address of principal executive offices)
(508) 357-2221
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events.
On July 14, 2011, the Board of Directors of Evergreen Solar, Inc. (the Company) determined that in light of its current liquidity and capital resources, it will not make the interest
payments due on July 15, 2011 to the holders of its 4.0% Senior Convertible Notes due 2013 (the Senior Convertible Notes) and its 4.0% Convertible Subordinated Additional Cash Notes due 2020 (the Senior Subordinated
Notes and, collectively with the Senior Convertible Notes, the Senior Notes) under their respective indentures. The amount of interest due is $4,076,120 with respect to the Senior Convertible Notes and $90,444 with respect to the
Senior Subordinated Notes. Under each indenture, the failure to pay interest, if continued for 30 days, will constitute an Event of Default. Accordingly, if the Company has not made these interest payments by August 15, 2011, U.S. Bank National
Association, as Trustee of the Senior Notes, or the holders of at least 25% in principal amount of each class of the outstanding Senior Notes, will then have the right to provide an acceleration notice to the Company declaring the principal and
unpaid interest on all the applicable Senior Notes due and payable. The Companys total outstanding obligations, including accrued but unpaid interest, as of July 15, 2011, under the indenture governing the Senior Convertible Notes are
$207,882,120 and under the indenture governing the Senior Subordinated Notes are $5,590,444. In addition, if the Company fails to make these interest payments before the expiration of the grace period on August 15, 2011, the Senior Notes are
accelerated and if such acceleration has not been rescinded within 30 calendar days, such events shall result in an event of default under the indenture governing its 13% Convertible Senior Secured Notes due 2015 (the Senior Secured
Notes). This would then allow U.S. Bank National Association, as Trustee of the Senior Secured Notes, or the holders of at least 25% in principal amount of the outstanding Senior Secured Notes to provide an acceleration notice to the Company
declaring the principal and unpaid interest on all the Senior Secured Notes due and payable. As of July 15, 2011, there was $170,362,500 outstanding under the indenture governing the Senior Secured Notes, including both principal and accrued
but unpaid interest.
As previously disclosed, the Company is continuing to aggressively pursue opportunities to address its excess debt and
debt service requirements in the near term, including a significant restructuring of its existing debt, and is in discussions with holders of its debt in connection therewith, in order to significantly deleverage and better position it to execute
its strategy of developing and supplying the lowest cost industry standard sized wafers to the worlds leading solar panel manufacturers.
Safe Harbor Statement
This Current
Report on Form 8-K includes statements regarding expectations, beliefs, strategies, goals, outlook and other non-historical matters. Forward-looking statements include but are not limited to statements about events of default under the
Companys indentures and the Companys restructuring efforts. These forward-looking statements are neither promises nor guarantees and are subject to a number of risks and uncertainties that could cause actual results to differ materially
from the Companys current expectations. Factors that could cause or contribute to such differences include the risk that the Company does not complete any restructuring or fails to make its interest payments before the grace period expires.
Further discussions of these and other potential risk factors may be found in the Companys public filings with the SEC (www.sec.gov), including its Form 10-K for the fiscal year ended December 31, 2010 and its Form 10-Q for the period
ended April 2, 2011. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to update any forward-looking statements, except as may be required by law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Evergreen Solar, Inc.
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By:
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/s/ Christian M. Ehrbar
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Name:
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Christian M. Ehrbar
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Title:
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Vice President, General Counsel and Corporate Secretary
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Dated: July 15, 2011
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