provide specified support services to SSI, for a fee, related to corporate functions such as risk management, communications, corporate administration, finance, accounting, audit, legal,
information technology, human resources, compliance, employee benefits and stock compensation administration, while SSI will also provide us with certain information technology support services. The terms of these arrangements between SSI and us
have not yet been finalized. We expect to use proceeds we receive from SSI in connection with the contribution to SSI of the subsidiaries and assets described below to fund growth initiatives related to the Solar Energy business, to repay existing
indebtedness and for general corporate purposes.
Completion of the proposed IPO and related transactions are subject to numerous
conditions, including market conditions, approval by our board of directors of the final terms of the proposed IPO and receipt of all regulatory approvals, including the effectiveness of the registration statement filed with the SEC. As a result, we
cannot assure you that the proposed IPO will occur on favorable terms, or at all. We have not yet determined, among other items, the number of shares of SSI common stock that will be sold in the proposed IPO, the valuation of such shares, the terms
of new agreements between SSI and us, the terms of any potential new bank or other financings that may be entered into by SSI or us or how we will use the cash payments we expect to receive from SSI in connection with the proposed IPO and related
transactions. As a result, even if the proposed IPO does occur, we can make no assurances about the financial impact it and the related transactions may have on us.
We currently operate our Semiconductor Materials business through a number of wholly-owned subsidiaries and our 80% joint venture in South
Korea known as MEMC Korea Company and, for accounting purposes, consolidate their results of operations with the results of operation of our Solar Energy business. Prior to completion of the proposed IPO, we will contribute all of the capital
stock of such subsidiaries and all of the assets used in our Semiconductor Materials business to SSI.
Although we have not yet determined
the amount of interest of SSI that will be sold to the public in connection with the proposed IPO, we expect that will we continue to consolidate SSIs results of operations with our Solar Energy business for accounting purposes upon the
completion of the proposed IPO and will likely continue to do so long as we have a controlling financial interest in the outstanding common stock of SSI. The minority interest in SSI that we do not own following the completion of the proposed IPO
will be reflected in our consolidated balance sheet as a non-controlling interest and such minority interests proportionate share of SSIs operating income or losses will be reflected in our consolidated statements of
operations as net income (loss) attributable to non-controlling interest. At this time, we have not made any determination regarding whether we will dispose of our remaining interests in SSI or, if we do dispose of those remaining
interests, the manner or timing of any disposition following completion of the proposed IPO.
This prospectus supplement is not an offer
to sell, or solicitation of offers to buy, any securities of SSI. If the proposed IPO is made, such offers will be made only by a prospectus filed with the SEC.
We recently filed a Current Report on Form 8-K with the SEC that includes the audited combined financial statements of SSI as of and for the
years ended December 31, 2012 and 2011 and the unaudited combined financial statements of SSI as of and for the six months ended June 30, 2013 and for the six months ended June 30, 2012. This information is incorporated by reference in the
accompanying prospectus. See Incorporation of Certain Documents by Reference in the accompanying prospectus.
Refinancing of Revolving
We are currently seeking to refinance our existing revolving credit facility with a new revolving credit facility.
Borrowings under the new revolving credit facility will be available to support letters of credit and to fund capital expenditures, permitted acquisitions and general corporate purposes. The new revolving credit facility is expected to mature on the
earlier of the fifth anniversary of its effective date or 91 days prior to the