SunPower Announces Stalking Horse Asset Purchase Agreement with Complete Solaria to Sell Blue Raven Solar, New Homes, and its Non-Installing Dealer Network

Files voluntary Chapter 11 petitions to effectuate the proposed transaction

Intends to operate Blue Raven Solar and New Homes through the Chapter 11 process

Pursues value-maximizing sale transactions for remaining assets

August 5, 2024 – SunPower Corp. (NASDAQ:SPWR), (the “Company” or “SunPower”), a leading residential solar technology and energy services provider, today announced it has entered into an asset purchase agreement (the “APA”) with Complete Solaria, Inc. (NASDAQ:CSLR) (“Complete Solaria”) to serve as the Stalking Horse Buyer for the assets associated with SunPower’s Blue Raven Solar business, New Homes business, and non-installing Dealer network (the “Assets”). Concurrently, the Company and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (“Chapter 11”) in the United States Bankruptcy Court for the District of Delaware (the “Court”), which will provide other interested parties the opportunity to submit competing bids for the Company’s assets.

Under the terms of the APA, subject to Court approval, Complete Solaria will acquire the Assets and assume certain related liabilities for $45 million in cash. The Company has asked the Court for approval to complete the transaction mid to late September. Additionally, SunPower intends to continue a sale process for its remaining assets and effectuate any resulting sale transactions pursuant to Section 363 of the U.S. Bankruptcy Code.

“For nearly 40 years, SunPower has made solar energy more accessible to Americans, driven by our mission to change the way our world is powered. We are confident Complete Solaria’s CEO, T.J. Rodgers, will carry forward our vision to shape the future of residential solar as a pioneer in this space,” said Tom Werner, Executive Chairman at SunPower. “In light of the challenges SunPower has faced, the proposed transaction offers a significant opportunity for key parts of our business to continue our legacy under new ownership. We are working to secure long-term solutions for the remaining areas of our business, while maintaining our focus on supporting our valued employees, customers, dealers, builders, and partners.”

“Solar energy utility generation costs are now 2.4 cents per kilowatt hour (kWh) versus 3.6 cents per kWh for coal, the cheapest fossil fuel source,” said T.J. Rodgers, CEO, Complete Solaria. “Thus the move to zero‑emission solar energy is accelerating, along with distributed solar power generation, as homeowners can now generate their own power for 8-10 cents per kWh, below the price of utility power in most states. We look to welcome Blue Raven Solar, the SunPower New Homes Division, and a portion of SunPower’s Dealer network into the Complete Solaria portfolio. This acquisition will strengthen our position in the market and put more muscle behind our commitment to driving the future of clean, reliable energy.”

SunPower has requested Court approval to access the necessary prepetition cash collateral to fund business operations and administrative expenses during the Chapter 11 cases. To support its operations during the court-supervised process, the Company is filing a variety of customary motions seeking, among other things, authorization to meet its obligations to its employees. The Company expects to receive Court approval for these requests. Following an expeditious sale process, the Company plans to liquidate any remaining assets and undergo an orderly and efficient winddown of its operations.

Additional information regarding the Company’s Chapter 11 process is available at http://dm.epiq11.com/SunPower. Stakeholders with questions may call the Company’s Claims Agent Epiq Restructuring Administration at (888) 410-9433 or +1 (971) 298-7638 if calling from outside the U.S. or email SunPowerinfo@epiqglobal.com.

Advisors
Kirkland & Ellis LLP and Richards, Layton & Finger, P.A. are serving as legal counsel to SunPower. Alvarez & Marsal North America, LLC is serving as transition officer and financial advisor to the Company, with Moelis & Company serving as the investment banker and C Street Advisory Group serving as its strategic communications advisor.

DLA Piper LLP (US) and Arnold & Porter Kaye Scholer LLP are serving as legal counsel to Complete Solaria, with Ayna.AI LLC serving as its advisor.

About SunPower
SunPower (NASDAQ:SPWR) is a leading solar, storage and energy services provider in North America. SunPower offers solar + storage solutions designed and warranted by one company that gives customers control over electricity consumption and resiliency during power outages while providing cost savings to homeowners. For more information, visitwww.sunpower.com.