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SunPower Announces Entry Into New Supplemental Indentures In Connection With Common Stock Reclassification

Stocks in this article: SPWRA SPWRB

SAN JOSE, Calif., Nov. 16, 2011 /PRNewswire/ -- SunPower Corp. (NASDAQ: SPWRA, SPWRB) today announced the execution of four new supplemental indentures, with Wells Fargo Bank, National Association, as trustee, to reflect the stockholder-approved reclassification of the company's Class A common stock and Class B common stock into a single class of common stock on a one-for-one basis as previously announced. A new supplemental indenture has been executed for each of the 1.25% Senior Convertible Debentures due 2027 with CUSIP number 867652 AA7, the 0.75% Senior Convertible Debentures due 2027 with CUSIP number 867652 AB5 and the 4.75% Senior Convertible Debentures due 2014 with CUSIP number 867652 AC3 (together, the "Convertible Debentures"). A supplemental indenture has also been executed for the 4.5% Senior Convertible Debentures due 2015 with CUSIP number 867652 AE9 (the "Cash Convertible Debentures").

The new supplemental indentures for the Convertible Debentures provide that the Convertible Debentures will be convertible into the new single class of common stock in the same amount as holders would have been entitled to receive had their debentures been converted into Class A common stock immediately prior to the company's common stock reclassification.

The new supplemental indenture covering the Cash Convertible Debentures provides that such series will be convertible into a cash amount based on the trading price of the new single class of common stock rather than the prior Class A common stock.

To implement the common stock reclassification, the company filed a Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on November 15, 2011, which became effective at 5 pm Eastern Standard Time today.  Upon the effectiveness of the Restated Certificate of Incorporation, each share of the company's outstanding Class A common stock and Class B common stock was automatically reclassified as, and become one share of, a new single class of common stock named "common stock" that has the same voting powers, preferences, rights and qualifications, limitations and restrictions as the prior Class A common stock.

Holders of Debentures need not take any action in connection with the common stock reclassification or in connection with the execution of the new supplemental indentures.

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