Attached files

file filename
EX-5.1 - EX-5.1 - SOLARCITY CORPscty-ex51_11.htm
EX-4.5 - EX-4.5 - SOLARCITY CORPscty-ex45_9.htm
EX-4.4 - EX-4.4 - SOLARCITY CORPscty-ex44_8.htm
EX-4.6 - EX-4.6 - SOLARCITY CORPscty-ex46_10.htm
EX-4.3 - EX-4.3 - SOLARCITY CORPscty-ex43_7.htm
EX-4.2 - EX-4.2 - SOLARCITY CORPscty-ex42_6.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): August 17, 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.

SolarCity Corporation (the “Company”) is conducting an offering of the five series of Solar Bonds identified in the table below (the “Offered Series”).  The offering is being made pursuant to the previously announced Solar Bond Program and the distribution agreement entered into by and between the Company and Incapital LLC on March 9, 2015.  The Company is offering an aggregate principal amount of each Offered Series up to the maximum principal amount set forth in the table below.  In addition, the Solar Bonds of each Offered Series will mature on the date and bear interest at a rate, as set forth in the table below.

 

Title of Series of Solar Bonds

 

CUSIP

 

Maturity Date

 

Interest
Rate

 

 

Maximum Principal Amount

 

1.60% Solar Bonds, Series 2015/C83-1

 

83417KDL9

 

 

August 27, 2016

 

1.60

%

 

$

5,000,000

 

2.65% Solar Bonds, Series 2015/C84-3

 

83417KDM7

 

 

August 27, 2018

 

2.65

%

 

$

5,000,000

 

3.60% Solar Bonds, Series 2015/C85-5

 

83417KDN5

 

 

August 27, 2020

 

3.60

%

 

$

5,000,000

 

4.70% Solar Bonds, Series 2015/C86-10

 

83417KDP0

 

 

August 27, 2025

 

4.70

%

 

$

5,000,000

 

5.45% Solar Bonds, Series 2015/C87-15

 

83417KDQ8

 

 

August 27, 2030

 

5.45

%

 

$

5,000,000

 

 

The Solar Bonds in each Offered Series 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 August 17, 2015, by and between the Company and the Trustee, related to such Offered Series (each, a “Supplemental Indenture” and together with the Base Indenture, the “Indenture”).

The Solar Bonds of each Offered Series are senior unsecured obligations of the Company.  In addition, the occurrence of certain events will result in an “Event of Default” with respect to each Offered Series, which may result in the acceleration of the maturity of such Offered Series.  For a description of (i) the ranking of the Offered Series 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 Solar Bonds offering discussed above is qualified in its entirety by reference to the text of the Base Indenture and each Supplemental Indenture, and the related forms of Solar Bonds, which are included as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10 and 4.11 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

 

One Hundred-and-Seventh Supplemental Indenture, dated as of August 17, 2015, by and between the Company and the Trustee, related to the Company’s 1.60% Solar Bonds, Series 2015/C83-1.

4.3

 

One Hundred-and-Eighth Supplemental Indenture, dated as of August 17, 2015, by and between the Company and the Trustee, related to the Company’s 2.65% Solar Bonds, Series 2015/C84-3.

4.4

 

One Hundred-and-Ninth Supplemental Indenture, dated as of August 17, 2015, by and between the Company and the Trustee, related to the Company’s 3.60% Solar Bonds, Series 2015/C85-5.

4.5

 

One Hundred-and-Tenth Supplemental Indenture, dated as of August 17, 2015, by and between the Company and the Trustee, related to the Company’s 4.70% Solar Bonds, Series 2015/C86-10.

4.6

 

'One Hundred-and-Eleventh Supplemental Indenture, dated as of August 17, 2015, by and between the Company and the Trustee, related to the Company’s 5.45% Solar Bonds, Series 2015/C87-15.

4.7

 

Form of 1.60% Solar Bonds, Series 2015/C83-1 (included in Exhibit 4.2 hereto).

4.8

 

Form of 2.65% Solar Bonds, Series 2015/C84-3 (included in Exhibit 4.3 hereto).

4.9

 

Form of 3.60% Solar Bonds, Series 2015/C85-5 (included in Exhibit 4.4 hereto).

4.10

 

Form of 4.70% Solar Bonds, Series 2015/C86-10 (included in Exhibit 4.5 hereto).

4.11

 

Form of 5.45% Solar Bonds, Series 2015/C87-15 (included in Exhibit 4.6 hereto).

5.1

 

Opinion of K&L Gates LLP, relating to the validity of the Offered Series.

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: August 17, 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

 

One Hundred-and-Seventh Supplemental Indenture, dated as of August 17, 2015, by and between the Company and the Trustee, related to the Company’s 1.60% Solar Bonds, Series 2015/C83-1.

4.3

 

One Hundred-and-Eighth Supplemental Indenture, dated as of August 17, 2015, by and between the Company and the Trustee, related to the Company’s 2.65% Solar Bonds, Series 2015/C84-3.

4.4

 

One Hundred-and-Ninth Supplemental Indenture, dated as of August 17, 2015, by and between the Company and the Trustee, related to the Company’s 3.60% Solar Bonds, Series 2015/C85-5.

4.5

 

One Hundred-and-Tenth Supplemental Indenture, dated as of August 17, 2015, by and between the Company and the Trustee, related to the Company’s 4.70% Solar Bonds, Series 2015/C86-10.

4.6

 

'One Hundred-and-Eleventh Supplemental Indenture, dated as of August 17, 2015, by and between the Company and the Trustee, related to the Company’s 5.45% Solar Bonds, Series 2015/C87-15.

4.7

 

Form of 1.60% Solar Bonds, Series 2015/C83-1 (included in Exhibit 4.2 hereto).

4.8

 

Form of 2.65% Solar Bonds, Series 2015/C84-3 (included in Exhibit 4.3 hereto).

4.9

 

Form of 3.60% Solar Bonds, Series 2015/C85-5 (included in Exhibit 4.4 hereto).

4.10

 

Form of 4.70% Solar Bonds, Series 2015/C86-10 (included in Exhibit 4.5 hereto).

4.11

 

Form of 5.45% Solar Bonds, Series 2015/C87-15 (included in Exhibit 4.6 hereto).

5.1

 

Opinion of K&L Gates LLP, relating to the validity of the Offered Series.

23.1

 

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