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SolarCity Announces Proposed Convertible Senior Notes Offering and Related Share Lending Agreement

  SolarCity Announces Proposed Convertible Senior Notes Offering and Related
  Share Lending Agreement

Business Wire

SAN MATEO, Calif. -- June 18, 2013

SolarCity Corporation (Nasdaq: SCTY) (“SolarCity” or the “Company”) today
announced that it intends to offer and sell, subject to market and other
conditions, $175 million aggregate principal amount (or up to an aggregate of
$201.25 million aggregate principal amount if the underwriters of such
offering exercise their over-allotment option in full) of its Convertible
Senior Notes due 2018 (the “Notes”) in a registered public offering (the
“Notes Offering”).

The Notes will be convertible into shares of the Company’s common stock, par
value $0.0001 per share (the “Common Stock”). The interest rate, conversion
rate and other terms of the Notes will be determined at the time of pricing of
the offering.

The Company intends to use the net proceeds received from the Notes Offering
for general corporate purposes, which includes working capital, capital
expenditures, potential acquisitions and strategic transactions.

Concurrently with the Notes Offering, the Company intends to lend to Goldman
Sachs Financial Markets, L.P. (“GSFM”), an affiliate of Goldman, Sachs & Co.,
under a share lending agreement it expects to enter into with GSFM, up to
2,800,000 shares of Common Stock (the “Borrowed Shares”), which Borrowed
Shares the Company intends to offer through Goldman, Sachs & Co., Credit
Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated in a registered public offering (the “Borrowed Shares Offering”).
The Company is entering into the share lending agreement to facilitate the
Notes Offering. The Company will not receive any proceeds from the Borrowed
Shares Offering, but the Company will receive a nominal lending fee from GSFM
for the use of the Borrowed Shares, which the Company intends to use for
general corporate purposes.

The Borrowed Shares Offering is contingent upon the successful completion of
the Notes Offering, and the Notes Offering is contingent upon the successful
completion of the Borrowed Shares Offering.

Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC and Merrill Lynch,
Pierce, Fenner & Smith Incorporated will act as underwriters for the Notes
Offering and the Borrowed Shares Offering.

Each of the Notes Offering and the Borrowed Shares Offering may be made only
by means of a prospectus. When available, copies of the prospectuses for each
of the Notes Offering and the Borrowed Shares Offering may be obtained from
Goldman, Sachs & Co., via telephone: (866) 471-2526; facsimile: (212)
902-9316; email: prospectus-ny@ny.email.gs.com; or standard mail at Goldman,
Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, NY
10282-2198; from Credit Suisse Securities (USA) LLC, Attention: Prospectus
Department, One Madison Avenue, New York, New York 10010 (email address:
newyork.prospectus@credit-suisse.com), or by telephone at 1-800-221-1037; or
from BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn: Prospectus
Department or by emailing dg.prospectus_requests@baml.com.

This news release does not constitute an offer to sell or a solicitation of an
offer to buy any of the Notes, the Borrowed Shares or any other securities,
nor will there be any sale of the Notes, the Borrowed Shares or any other
securities in any state or jurisdiction in which such an offer, solicitation
or sale is not permitted. A registration statement relating to these
securities has been filed with the Securities and Exchange Commission but has
not yet become effective. These securities may not be sold nor may offers to
buy be accepted prior to the time the registration statement becomes
effective.

Cautionary Note Regarding Forward-Looking Statements

This news release includes “forward-looking statements” within the meaning of
the securities laws. The statements in this news release regarding SolarCity’s
current expectations and beliefs as to the consummation of the Notes Offering
and the Borrowed Shares Offering, as well as other statements that are not
historical facts, are forward-looking statements. Forward-looking statements
are estimates and projections reflecting management’s judgment based on
currently available information and involve a number of risks and
uncertainties that could cause actual results to differ materially from those
suggested by the forward-looking statements. All information set forth in this
release is as of June 18, 2013. SolarCity does not intend, and undertakes no
duty, to update this information to reflect future events or circumstances.
Risk factors and uncertainties that may cause actual results to differ
materially from expected results include, among others, our ability to
successfully complete the proposed Notes Offering and Borrowed Shares
Offering. Information about certain other potential factors that could affect
our business and financial results and cause actual results to differ
materially from those expressed or implied in any forward-looking statements
are included from time to time in our filings with the Securities and Exchange
Commission, including Part I, Item 1A “Risk Factors” of our Annual Report on
Form 10-K for the year ended December 31, 2012 and Part II, Item 1A “Risk
Factors” of our Quarterly Report on Form 10-Q for the quarter ended March 31,
2013.

Contact:

SolarCity Corporation
Investor Relations Contact
Aaron Chew, 650-963-5920
investors@solarcity.com
Media Contact
Jonathan Bass, 650-963-5156
press@solarcity.com
 
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