SunEdison announced the pricing of its public offering of 650,000 shares of 6.75% Series A Perpetual Convertible Preferred Stock, par value $0.01 per share (the "Perpetual Convertible Preferred Stock"), at a price of $1,000 per share. The offering is expected to close on August 21, 2015, subject to customary closing conditions.
Dividends on the shares of the Perpetual Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by the Company's board of directors, or an authorized committee thereof, at the rate per annum of 6.75% on the liquidation preference of $1,000 per share of the Perpetual Convertible Preferred Stock. The dividends may be paid in cash, by delivery of shares of the Company's common stock or through any combination of cash and shares of the Company's common stock, as determined by the Company. Declared dividends will be payable quarterly on March 1, June 1, September 1 and December 1 of each year, commencing December 1, 2015. The Perpetual Convertible Preferred Stock has no maturity date, unless earlier converted or purchased. The Perpetual Convertible Preferred Stock will not be redeemable.
Holders of the Perpetual Convertible Preferred Stock will have the right to convert their shares of the Perpetual Convertible Preferred Stock into shares of common stock of the Company at any time. The initial conversion rate will be 56.7666 shares of common stock for each share of Perpetual Convertible Preferred Stock (subject to adjustment in certain circumstances), which is equal to an initial conversion price of approximately $17.62 per share of common stock. In addition, on or after September 6, 2020, the Company may cause all or any portion of the Perpetual Convertible Preferred Stock to be converted, at its option, into shares of common stock of the Company at the then-prevailing conversion rate, subject to certain conditions.
The Company estimates that the net proceeds from this offering will be approximately $626.1 million, after deducting the underwriters' discount and estimated offering expenses. The Company intends to use the net proceeds from this offering for general corporate purposes, including funding working capital and growth initiatives.
Goldman, Sachs & Co., BofA Merrill Lynch, Deutsche Bank Securities, Morgan Stanley, J.P. Morgan and Macquarie Capital are acting as joint book-running managers and MCS Capital Markets, an affiliate of KKR, is acting as co-manager for the offering.
