0001193125-13-424011.txt : 20131104 0001193125-13-424011.hdr.sgml : 20131104 20131104060903 ACCESSION NUMBER: 0001193125-13-424011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131104 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131104 DATE AS OF CHANGE: 20131104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOLARCITY CORP CENTRAL INDEX KEY: 0001408356 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 020781046 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35758 FILM NUMBER: 131187519 BUSINESS ADDRESS: STREET 1: 3055 CLEARVIEW WAY CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 650-638-1028 MAIL ADDRESS: STREET 1: 3055 CLEARVIEW WAY CITY: SAN MATEO STATE: CA ZIP: 94402 8-K 1 d622189d8k.htm FORM 8-K Form 8-K

 

 

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)

November 4, 2013

 

 

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):

 

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

 

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

 

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

 

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

 

 

 

Item 8.01. Other Events

On November 4, 2013, SolarCity Corporation (the “Company”) issued a press release announcing that its wholly-owned subsidiary, SolarCity LMC Series I, LLC, intends, subject to market and other conditions, to offer in a private placement $54,425,000 aggregate principal amount of Solar Asset Backed Notes, Series 2013-1 with a scheduled maturity date of December 2026. The offering will be made only to persons who are both (i) qualified institutional buyers as defined in Rule 144A under the Securities Act of 1933, as amended, and (ii) qualified purchasers as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder, for purposes of Section 3(c)(7) of such Act.

A copy of the Company’s press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit
No.

   

Description

99.1    Press Release, dated November 4, 2013, issued by the Company.

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/ Lyndon R. Rive

 

Lyndon R. Rive

Chief Executive Officer

Date: November 4, 2013

EXHIBIT INDEX

 

Exhibit
No.

   

Description

99.1    Press Release, dated November 4, 2013, issued by the Company.
 EX-99.1 2 d622189dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

SolarCity Announces Proposed Securitization

SAN MATEO, Calif., Nov. 4, 2013—SolarCity® (Nasdaq: SCTY) today announced that its wholly-owned subsidiary, SolarCity LMC Series I, LLC, intends, subject to market and other conditions, to offer in a private placement $54,425,000 aggregate principal amount of Solar Asset Backed Notes, Series 2013-1 with a scheduled maturity date of December 2026. The offering will be made only to persons who are both (i) qualified institutional buyers as defined in Rule 144A under the Securities Act of 1933, as amended, and (ii) qualified purchasers as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder, for purposes of Section 3(c)(7) of such Act.

These notes will be secured by a pool of photovoltaic systems and related leases and power purchase agreements and ancillary rights and agreements that will be owned by SolarCity LMC Series I, LLC. These notes will represent obligations solely of SolarCity LMC Series I, LLC, and will not be insured or guaranteed by SolarCity Corporation or any other affiliate thereof, or by any other person or entity.

The securities to be offered will not be registered under the Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, and there shall not be any offer or sale of these securities in any state in which such offer, solicitation or sale would be unlawful.

 

Media Contact   

Jonathan Bass

(650) 963-5156

press@solarcity.com