The bankruptcy court for SunEdison has a Sept. 9 objection deadline and a Sept. 15 hearing due on SunEdison’s Aug. 26 application for approval of a stalking horse bid process for certain solar equipment assets and for approval of an Asset Purchase Agreement with GCL-Poly Energy Holdings Ltd. as the stalking horse bid to beat at that auction.
On April 21, SunEdison and various subsidiaries commenced a Chapter 11 case at the U.S. Bankruptcy Court for the Southern District of New York. Since then, SunEdison has been marketing various assets.
SunEdison, SunEdison Products Singapore Pte. Ltd., MEMC Pasadena Inc. and Solaicx manufacture and develop various products related to renewable energy, including solar panels and solar components. This includes: the development and manufacturing of: granular polysilicon produced with the sellers’ proprietary high-pressure fluidized bed reactor technology; single crystalline ingots produced with the sellers’ proprietary Continuous Czochralski technology; multi-crystalline silicon ingots produced with the sellers’ proprietary directional solidification technology; wafers and photovoltaic solar cells using the sellers’ proprietary diamond coated wire wafering process and technology; and photovoltaic solar modules based on the sellers’ proprietary module technology, including the business of the crystalline ingots manufacturing facility controlled by the sellers and located in Portland, Oregon. This also includes Purchased Equity, which is 6,630,000 common shares, 5,000 KRW par value per share, of SMP Ltd., which common shares are owned by SunEdison Products Singapore and represent approximately 65.25% of the outstanding shares of capital stock of SMP.
The Stalking Horse Agreement contemplates the sale of these assets to GCL for a total of $150 million payable at the closing as follows: $100 million payable in cash to the sellers; $30 million (the “FBR Plant Escrow Amount”) paid into escrow and to be released to sellers within twelve months following the closing if certain conditions are satisfied; and $20 million (the “CCZ Plant Escrow Amount”) paid into escrow and to be released to sellers within twelve months following the closing if the certain conditions are satisfied.
These to-be-sold assets include, but are not limited to, certain contracts and leases of the sellers, all other equipment and personal property used or held primarily for use in connection with the Solar Materials Business, certain intellectual property of the sellers, the transfer of certain employees of the sellers, and the sellers’ rights to their equity interests in SMP.
The proposed auction schedule includes:
- Bid Deadline: Competing parties must submit a written offer by Oct. 13 at 4:00 p.m. (EST);
- Auction: If there is one or more competing bids, in addition to the Stalking Horse Agreement, there would be an auction on Oct. 18 at 10:00 a.m. (EST) at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, NY 10036, or on such other date or at such other location as shall be timely communicated to all parties entitled to attend the auction.
- Sale Hearing: The hearing to approve the sale would take place on Oct. 20 at 10:00 a.m. (EST) before Judge Stuart M. Bernstein, at the U.S. Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, NY 10004, or at such time thereafter as counsel may be heard.