MEMC Electronic Materials, Inc. (NYSE: WFR) announced that it has agreed to sell $550 million in aggregate principal amount of its 7.750% senior notes due 2019 in a private offering. The notes will be unsecured and guaranteed by certain of MEMC's subsidiaries. The company plans to use the net proceeds of the offering for general corporate purposes, including working capital, capital expenditures, the construction of solar power projects, and acquisitions, investments, strategic transactions and joint ventures. The company intends to close the transaction on March 10, 2011.
The notes are being offered inside the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.
The notes have not been registered under the Securities Act or applicable 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 Securities Act and applicable state securities laws. This press release is being issued pursuant to Rule 135c under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy the notes or any other securities, and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
In connection with the offering, MEMC hasagreed to file a registration statement with the Securities and Exchange Commission relating to an offer to exchange the notes for publicly tradable notes having substantially identical terms, in accordance with published SEC interpretations.