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): January 15, 2016

SolarCity Corporation

(Exact name of registrant as specified in its charter)

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))

On January 15, 2016, a subsidiary (“Borrower”) of SolarCity Corporation (“SolarCity”) entered into a credit facility (the “Credit Facility”) with a syndicate of banks including Bank of America, N.A., as administrative agent, collateral agent, mandated lead arranger and sole bookrunner, and KeyBank National Association as joint lead arranger.  The Credit Facility is financed against certain distributions from certain subsidiaries (each a “Borrower Subsidiary” and collectively, “Borrower Subsidiaries”) that have entered into partnerships with a tax equity investor.  The Credit Facility is a term facility backed by high quality, long-term customer receivables that allow SolarCity to deploy, aggregate and season a defined pool of assets.  The Credit Facility allows Borrower to borrow up to $117,000,000.

On January 22, 2016, Borrower entered into a first amendment and joinder agreement (the “Amendment”) to the Credit Facility to, among other things, add Silicon Valley Bank as a joint lead arranger and an additional lender and increase the maximum size of the loan commitment to $160,000,000.

Interest Rate.  Borrowings under the Credit Facility bear interest at a rate per annum equal to an applicable margin of 3.50% plus the LIBO rate for dollars deposited with a term equivalent to a three-month interest period.

Mandatory Prepayments.  The Credit Facility requires Borrower to prepay outstanding borrowings (i) using net cash flow from the distributions from the Borrower Subsidiaries, upon the occurrence of various sweep events until such sweep event is cured, excluding a sweep event caused by the bankruptcy of SolarCity; (ii) upon the incurrence or issuance of debt by any of Borrower, its managing member or the Borrower Subsidiaries (each a “Loan Party and collectively, the “Loan Parties”) or any of the related partnerships that is not otherwise permitted under the Credit Facility or upon the issuance of any capital stock by any Loan Party or any of the related partnerships, (iii) upon the receipt of equity contributions for the purpose of curing an event of default; (iv) upon the receipt of equity contributions for the purpose of addressing certain events that would have a material effect on distributions from the Borrower Subsidiaries; or (v) upon any refinancing of the distributions from a Borrower Subsidiary.  The amount of the prepayment shall be based on the amount of the borrowing affected by the events set forth in (i), (ii), (iii), (iv) or (v), as applicable.

Voluntary Prepayments.  Borrower is permitted to voluntarily prepay any outstanding amounts under the Credit Facility at any time without premium or penalty, other than customary “breakage” costs.

Final Maturity.  The entire principal amount is due on January 25, 2021.

Security.  All obligations under the Credit Facility are secured, subject to certain exceptions, by substantially all of the Loan Parties’ assets, including first-priority liens on the distributions from Borrower Subsidiaries and Borrower’s bank accounts into which such distributions are deposited, a first-priority pledge by Borrower’s managing member of all the membership interests in Borrower, a first-priority pledge by Borrower of all the membership interests held by Borrower in the Borrower Subsidiaries, a first-priority pledge by the Borrower Subsidiaries of all of the membership interests in the related partnerships, and certain related collateral.  The obligations under the Credit Facility are not secured by any lien on the solar systems.

Certain Other Provisions. The Credit Facility contains certain covenants that, among other things (and subject to certain exceptions), restrict the ability of the Loan Parties to: (i) grant liens; (ii) incur additional indebtedness; (iii) sell, transfer or otherwise dispose of assets; (iv) materially alter the business they conduct; (v) pay dividends on the equity interests of Borrower or any Borrower Subsidiary or redeem, repurchase or retire the equity interests of Borrower or any Borrower Subsidiary; (vi) make investments, acquisitions, loans and advances; (vii) consolidate, merge, liquidate or dissolve; (viii) effect certain amendments to organizational documents; (ix) change its fiscal year; (x) engage in transactions with affiliates; and (xi) agree to restrict the ability of the Borrower Subsidiaries to make distributions.

In addition to the foregoing negative covenants, the loan agreement governing the Credit Facility also contains certain customary representations and warranties, affirmative covenants, including special purpose entity covenants, and events of default.

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.