Energy Conversion Devices upsizes and prices offering of 4.7 Million shares of common stock

Rochester Hills, USA - Energy Conversion Devices, Inc., a global manufacturer of thin-film flexible solar laminate products for the building integrated and commercial rooftop markets, announced the pricing of its public offering of 4,714,975 shares of common stock at $72.00 per share, and the pricing of its $275.0 million aggregate principal amount of 3.00% convertible senior notes due in 2013.

The offering commenced on June 12, 2008 at 4,708,500 shares of common stock and $225.0 million aggregate principal amount of notes. ECD has also granted the underwriters of the offering of common stock an option to purchase up to an additional 190,500 shares of common stock and the underwriters of the offering of notes an option to purchase up to an additional $41.25 million aggregate principal amount of notes.

The notes will bear interest at a rate of 3.00% per year, payable on June 15 and December 15 of each year, commencing on December 15, 2008. The notes will mature on June 15, 2013. Holders of the notes may, under certain circumstances at their option, convert the principal amount of their notes into cash and, with respect to any amounts in excess of the principal amount, shares of ECD's common stock initially at a conversion rate of 10.8932 shares (equivalent to an initial conversion price of approximately $91.80 per share) per $1,000 principal amount of notes. The notes are also convertible on this basis at any time on or after March 15, 2013 and prior to the close of business on the business day immediately proceeding the maturity date.

Concurrently with the notes offering, ECD is offering 4,714,975 shares of common stock. Of these, 3,444,975 shares will be lent by ECD to Credit Suisse International, or CSI, an affiliate of Credit Suisse Securities (USA) LLC, pursuant to a share lending agreement among ECD, Credit Suisse Securities (USA) LLC and CSI. Under the agreement, CSI is entitled to offer and sell such shares in order to facilitate the establishment of hedge positions by investors in the notes and potentially other securities ECD may issue in the future. Up to 721,675 of the shares borrowed may be used to facilitate such transactions on a delayed basis. ECD will not receive any of the proceeds from the sale of shares pursuant to the share lending agreement but will receive a nominal lending fee. The completion of the lending of shares pursuant to the share lending agreement is conditioned on the completion of the convertible notes offering. ECD expects that delivery of the shares of common stock pursuant to the share lending agreement will be made concurrently with the closing of the note offering.

Closing of the public offerings of shares and notes is expected to occur on June 24, 2008, and will be subject to the satisfaction of various customary closing conditions. ECD intends to use the net proceeds from the offering of convertible notes and the underwritten equity offering for the expansion of its solar laminate production in connection with its plan to reach 1 GW of capacity by 2012 and for general corporate purposes.

Source: IWR Online, 19 Jun 2008