Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Master Supply Agreement
On December 31, 2022, SunPower Corporation, a Delaware corporation (the
"Company" or "SunPower"), and Maxeon Solar Technologies, Ltd., a Singapore
public company limited by shares ("Maxeon"), entered into an Amendment No. 1 to
Master Supply Agreement (the "Amendment"), amending the Master Supply Agreement,
dated February 14, 2022, by and between the Company and Maxeon (the "2022 MSA"),
to, among other things, increase the minimum product volumes, update the pricing
of products for 2023, and extend the exclusive supply relationship between the
Company and Maxeon for certain products.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the full text of such agreement, a
copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
2024-2025 Master Supply Agreement
On December 31, 2022, SunPower and Maxeon entered into a Master Supply Agreement
(the "Master Supply Agreement"), pursuant to which, in 2024 and 2025, SunPower
will purchase from Maxeon, and Maxeon will sell to SunPower, certain designated
products for use in residential solar applications in the Territory (as defined
therein), with Maxeon exclusively selling certain designated residential
products to SunPower for a period of time, as described herein and in the Master
Supply Agreement.
The Master Supply Agreement will remain in effect until December 31, 2025,
subject to customary early termination provisions triggered by a breach of the
other party (with the right to cure depending on the breach) and insolvency
events affecting the other party.
Under the Master Supply Agreement, SunPower is required to purchase, and Maxeon
is required to supply, certain specified amounts of products during each
calendar quarter of the term. The parties will be subject to reciprocal
penalties for failing to purchase or supply, as applicable, the minimum product
volumes. For 2024 and 2025, the purchase price for the products will be fixed,
subject to adjustment as set forth in the Master Supply Agreement based on
changes to agreed upon commodity price indices.
The Master Supply Agreement also includes exclusivity provisions that, subject
to certain exceptions, will prohibit Maxeon from selling M-Series products to
anyone other than SunPower for use in residential solar applications and
SunPower from purchasing high efficiency modules from anyone other than Maxeon,
until December 31, 2024 and, if extended by SunPower, through December 31, 2025.
Additionally, the Master Supply Agreement contains reciprocal non-solicitation
provisions with respect to certain employees of each party, including those
employees who have access to certain confidential information.
The foregoing description of the Master Supply Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of such
agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on
Form 8-K and incorporated herein by reference.
Item 7.01. Regulation FD.
On January 5, 2023, the Company and Maxeon issued a joint press release
announcing the execution of the Amendment and the Master Supply Agreement. A
copy of the press release is furnished as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Information in Item 7.01 in this Current Report on Form 8-K, including Exhibit
99.1 hereto, shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except as
expressly set forth by specific reference in such filing.
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Item 9.01. Financial Statements and Exhibits.
(d)
Exhibit 10.1* Amendment No. 1 to Master Supply Agreement, dated as of December 31, 2022,
between the Company and Maxeon.
Exhibit 10.2* Master Supply Agreement, dated as of December 31, 2022, between the Company
and Maxeon.
Exhibit 99.1 Press Release, dated January 5, 2023 (furnished herewith).
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
*The exhibits and schedules attached to such agreements have been omitted
pursuant to Item 601(a)(5) of Regulation S-K.
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