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EX-5.1 - EX-5.1 - SOLARCITY CORPscty-ex51_201505267.htm
EX-4.2 - EX-4.2 - SOLARCITY CORPscty-ex42_201505266.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 26, 2015

 

SolarCity Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-35758

 

02-0781046

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

3055 Clearview Way

San Mateo, California 94402

(Address of principal executive offices, including zip code)

(650) 638-1028

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 


 

Item 1.01

Entry Into a Material Definitive Agreement.

On May 26, 2015, SolarCity Corporation (the “Company) initiated the offer and sale of 2.00% Solar Bonds, Series 2015/15-1 (the “Series 2015/15-1 Bonds”) pursuant to the Company’s previously announced Solar Bond Program.  The Series 2015/15-1 Bonds will mature on the date, and bear interest at a rate, as set forth in the table below.  The Company will initially offer an aggregate principal amount of the Series 2015/15-1 Bonds up to the maximum principal amount set forth in the table below.  However, the Company may increase the maximum principal amount of the Series 2015/15-1 Bonds from time to time, in its sole discretion.

 

Title of Series of Solar Bonds

Maturity Date

Interest Rate

Initial Maximum
Principal Amount

2.00% Solar Bonds, Series 2015/15-1

May 26, 2016

2.00%

$1,500,000

 

The Series 2015/15-1 Bonds will be issued pursuant to an indenture, dated as of October 15, 2014 (the “Base Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, dated as of May 26, 2015, by and between the Company and the Trustee (the “Supplemental Indenture”).

The Series 2015/15-1 Bonds will be senior unsecured obligations of the Company.  In addition, the occurrence of certain events will result in an “Event of Default” with respect to the Series 2015/15-1 Bonds, which may result in the acceleration of the maturity of the Series 2015/15-1 Bonds.  For a description of (i) the ranking of the Series 2015/15-1 Bonds as compared to other indebtedness of the Company, (ii) the types of events that would give rise to an Event of Default, and (iii) the rights of the Trustee or holders upon the occurrence of an Event of Default, see “Item 1.01. Entry into a Material Definitive Agreement ‒ Solar Bonds Program” in our Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on October 15, 2014.  The description of these terms in such previously filed Form 8-K is specifically incorporated by reference herein.

The summary of the foregoing transactions is qualified in its entirety by reference to the text of the Base Indenture and the Supplemental Indenture, and the related Form of Solar Bond, which are included as Exhibits 4.1, 4.2 and 4.3 hereto and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits:

 

Exhibit No.

 

Description

4.1

 

Indenture, dated as of October 15, 2014, by and between the Company and the Trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Form S-3 (File No. 333-199321), filed with the Securities and Exchange Commission on October 15, 2014).

4.2

 

Sixty-Third Supplemental Indenture, dated as of May 26, 2015, by and between the Company and the Trustee, related to the Company’s 2.00% Solar Bonds, Series 2015/15-1.

4.3

 

Form of 2.00% Solar Bonds, Series 2015/14.2 (included in Exhibit 4.2 hereto).

5.1

 

Opinion of K&L Gates LLP, relating to the validity of the Series 2015/15-1 Bonds.

23.1

 

Consent of K&L Gates LLP (included in Exhibit 5.1).

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

SolarCity Corporation

 

 

 

 

 

 

 

By:

 

/s/ Brad W. Buss

 

 

 

 

 

Brad W. Buss

 Date: May 26, 2015

 

 

 

 

Chief Financial Officer

 

 

 


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

4.1

 

Indenture, dated as of October 15, 2014, by and between the Company and the Trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Form S-3 (File No. 333-199321), filed with the Securities and Exchange Commission on October 15, 2014).

4.2

 

Sixty-Third Supplemental Indenture, dated as of May 26, 2015, by and between the Company and the Trustee, related to the Company’s 2.00% Solar Bonds, Series 2015/15-1.

4.3

 

Form of 2.00% Solar Bonds, Series 2015/15-1 (included in Exhibit 4.2 hereto).

5.1

 

Opinion of K&L Gates LLP, relating to the validity of the Series 2015/15-1 Bonds.

23.1

 

Consent of K&L Gates LLP (included in Exhibit 5.1).