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Solyndra sold assets cheap for fast cash

- The Washington Times - Wednesday, February 8, 2012

Fast running out of money, solar-panel maker Solyndra LLC last summer sold off nearly $60 million worth of inventory for less than $20 million in cash to a newly formed corporate entity closely tied to the company's biggest investors, records show.

Backed by $535 million in federal loan guarantees but burning through the little cash it had left, Solyndra made its first sale in late July to a corporate entity that had been formed just a day earlier. Three more transactions followed over the next few weeks with the same buyer, Solyndra Solar II.

By the time the last sale took place on Aug. 29 — two days before the company announced plans to file for bankruptcy — Solyndra had sold off a total of $58.1 million worth of inventory for $17.5 million, according to documents Solyndra attorneys filed last month in U.S. Bankruptcy Court in Delaware.

The sales began at a time when Solyndra officials were trying hard to assure lawmakers and the public of the company's prospects amid increasing questions about the company's financial health. Inside the company, the sales transactions show, officials were moving fast to raise cash and buy Solyndra more time.

Todd Zywicki, bankruptcy professor at the George Mason University School of Law, said it's not unusual for troubled companies to sell off assets to improve liquidity. But he said the inventory sales figure cited by Solyndra — $58.1 million in inventory for $17.5 million in cash — seems unusual.

"The test under the bankruptcy code is whether the sale was for reasonably equivalent value and selling inventory at such a huge discount raises real concerns," he said. "If Solyndra Solar II is owned or controlled by any insiders or anything like that, then it becomes even more suspicious."

Solyndra Solar II was formed in Delaware by affiliates of Solyndra's debtor in possession lender — investors Argonaut Private Equity and Madrone Capital Partners — as well as other debt holders, bankruptcy and government records show. Another special-purpose entity, Solyndra Solar LLC, was formed to purchase the company's accounts receivable.

Argonaut is the investment arm of a foundation headed by billionaire Oklahoma businessman George Kaiser. Madrone Partners has ties to Wal-Mart's Walton family.

Steve Mitchell, an Argonaut executive who served on Solyndra's board, said in a telephone interview Tuesday that investors did not profit from overall sales of the accounts receivable and inventory. The plan was to give the company more time to turn around, he said.

"The inventory was purchased to give the company more time to turn the corner as Solyndra's revenues were ramping and its costs were coming down, unfortunately the macro solar and economic environment at the time proved too difficult," Mr. Mitchell said.

"The $58.12 million reported by Solyndra in its bankruptcy filing is the cost to produce the inventory purchased, with the DOE's consent, by Solyndra Solar II," he said, referring to the Energy Department, which awarded Solyndra's loan guarantees in 2009.

"Solyndra's expected sales proceeds for this inventory was $35 million," he said. "In the event Solyndra sold these solar panels at the expected price, Solyndra would recover 91 percent of the total sales proceeds."

To sell the inventory, Solyndra formed its own special entity called Solyndra Financing LLC, which, in addition to inventory, also sold off tens of millions of dollars in the company's accounts receivable to a separate entity called Solyndra Solar LLC.

Both Solyndra Solar and Solyndra Solar II were created to "raise additional capital and improve debtor's liquidity position" in the months before the company went bankrupt, attorneys said in filings.

'Certain inventories'

The formation of Solyndra Solar LLC and Solyndra Solar II LLC was first disclosed in bankruptcy filings last year, but records at the time did not reveal just how much inventory and accounts were being sold off.

In addition to the $58.1 million in inventory sold off to Solyndra Solar II for $17.5 million, the company also sold $59.1 million in accounts receivable to Solyndra Solar LLC for $46.4 million in cash, according to bankruptcy filings.

The bankruptcy filings don't say how bankruptcy attorneys arrived at the $58.1 million figure for the inventory. A bankruptcy attorney for Solyndra did not respond to email questions Tuesday.

"Certain inventories were sold to Solyndra Solar II on the dates listed for ...aggregate cash proceeds of approximately $17.5 million," the bankruptcy filing states, noting four sales transactions ranging from $5.8 million to $26.5 million for a total of $58.1 million.

The first accounts receivable sale took place on June 3 for $25.7 million. Five other sales followed until the last one for $722,220, which took place on Aug. 4.

Searching for cash

The inventory sale was reported because bankruptcy law mandates disclosure of property "transferred outside the ordinary course of business" going back two years before the date of the bankruptcy filing. The inventory and accounts receivable transactions were the only such sales reported by Solyndra.

Under the inventory deal, Solyndra Solar II would buy Solyndra's inventory and the solar company, in turn, agreed to market, sell and ship the inventory on behalf of Solyndra Solar LLC, bankruptcy records filed last year show.

"What this appears to be is an effort to bring cash into Solyndra on the eve of bankruptcy by converting accounts and inventory to cash," said Mr. Zywicki, who reviewed the bankruptcy filing on Tuesday at the request of The Washington Times.

"There's nothing inherently problematic about that as it is common to want to stockpile cash on the eve of a bankruptcy in order to have a sort of war chest going into the case," he said.

"It could be a problem, however, if there were particular creditors who were benefited by converting the accounts/inventory to cash for some reason or if those assets were converted to cash for less than reasonably equivalent value."

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