UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 13, 2013 (December 13, 2013)
SunEdison, Inc.
(Exact name of Registrant as specified in its charter)
| | | | |
| Delaware | | 001-13828 | | 56-1505767 |
| (State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
501 Pearl Drive (City of O’Fallon)
St. Peters, Missouri 63376
(Address of principal executive offices) (Zip Code)
(636) 474-5000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On December 13, 2013, SunEdison, Inc., a Delaware corporation, issued a press release announcing that it priced $500 million aggregate principal amount of convertible senior notes due 2018, which has been increased from the $400 million proposed offering previously announced, and $500 million aggregate principal amount of convertible senior notes due 2021, which has been increased from the $400 million proposed offering previously announced, in a private placement. A copy of this press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.
The notes, and any shares of the Company’s common stock issuable upon conversion of the notes, have not been registered under the Securities Act of 1933, as amended, and may not be offered in the United States absent registration or an applicable exemption from registration requirements.
Item 9.01 Financial Statements and Exhibits.
| | |
Exhibit Number | | Description |
| |
| 99.1 | | Press Release issued December 13, 2013 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | |
| Dated: December 13, 2013 | | | | | | SunEdison, Inc. |
| | | |
| | | | | | /s/ Martin H. Truong |
| | | | | | Name: Martin H. Truong |
| | | | | | Title: Vice President, General Counsel and Corporate Secretary |
EXHIBIT INDEX
| | |
Exhibit Number | | Description |
| |
| 99.1 | | Press Release issued December 13, 2013 |
