SunPower and AU Optronics form $1.2 billion joint venture to manufacture and sell solar-cell output

Client(s) SunPower Corporation

Jones Day advised SunPower Corporation in its agreement forming a $1.2 billion joint venture with AU Optronics Corp. ("AUO") a leading global manufacturer of thin-film transistor liquid-crystal displays (TFT-LCD) based in Taiwan, to manufacture and sell the output of solar cells. Pursuant to the terms of the Joint Venture Agreement, SunPower and AUO will jointly own 50% of the equity in Sunpower's 1.4 GW-scale Fab 3 facility currently being constructed in Malaysia. SunPower's joint venture with AUO represents a $1.2 billion joint venture, with both SunPower and AUO equally owning the joint venture and each contributing approximately $350 million of equity and procuring debt financing, including the RM1.0 billion Malaysian Government loan procured by SunPower.

The joint venture deploys SunPower's "Generation C" solar cell technology and process know-how, together with AUO's manufacturing expertise to install and operate the Fab 3 facility. The joint venture will manufacture and sell 100% of its output of solar cells (on a "cost-plus" basis) to SunPower and AUO exclusively, with SunPower receiving 95% to 80% of that output.