SAN JOSE, Calif., May 22, 2013 /PRNewswire/ -- SunPower Corp. (NASDAQ: SPWR) today announced that it proposed to offer $300 million aggregate principal amount of senior convertible debentures, subject to market conditions and other factors. The debentures will mature in June 2018. The interest rate, conversion rate, offering price and other terms will be determined by negotiations between SunPower and the initial purchasers of the debentures. The debentures will be convertible into shares of SunPower's common stock, par value $0.001 per share. Total Gas & Power USA, SAS, a subsidiary of Total S.A. that owns approximately 65% of SunPower's common stock, has agreed to purchase, and the initial purchasers have agreed to sell to Total Gas & Power USA, SAS, $200 million aggregate principal amount of the debentures (assuming that the full $300 million aggregate principal amount is sold). SunPower intends to use the proceeds from the offering for general corporate purposes, which may include redeeming or repurchasing some of its outstanding debentures and working capital. The debentures are being offered in a private placement only to qualified institutional buyers, as defined in Rule 144A under the Securities Act of 1933 (the "Act"), and to Total Gas & Power USA, SAS, which is an institutional accredited investor under Regulation D under the Act. The debentures have not been registered under the Act or any other state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Act and applicable state securities law. This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy the debentures. This press release is being issued pursuant to and in accordance with Rule 135c under the Act. Any offers of the debentures will be made only by means of a confidential offering memorandum. The debentures being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the applicable private offering memorandum.