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): June 20, 2016

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 8.01 Other Events. 

On June 20, 2016, Tesla Motors, Inc. (“Tesla Motors”) delivered a proposal to the Board of Directors of SolarCity Corporation (“SolarCity” or the “Company”) outlining a potential acquisition of SolarCity by Tesla Motors.  Subject to completing due diligence and other customary conditions, Tesla Motors has proposed to acquire SolarCity for an exchange ratio of 0.122x to 0.131x for each outstanding share of SolarCity common stock.  The Tesla Motors proposal is attached as Exhibit 99.1 hereto and is incorporated herein by reference.  The Company intends to carefully evaluate the proposal.

On June 21, 2016, Lyndon Rive, co-founder and Chief Executive Officer of SolarCity, sent a message to SolarCity’s employees discussing the proposal.  Mr. Rive’s email to employees is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1	Tesla Motors Proposal Letter
99.2	Lyndon Rive Email to Employees, dated June 21, 2016

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 Rive
		Lyndon Rive
Date: June 21, 2016		Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Tesla Motors Proposal Letter
99.2	Lyndon Rive Email to Employees, dated June 21, 2016

EX-99.1

Exhibit 99.1

[Tesla Motors Letterhead]

June 20, 2016

Mr. Lyndon R. Rive
Chief Executive Officer
SolarCity Corporation
3055 Clearview Way
San Mateo, CA 94402

Dear Lyndon:

We are pleased to submit to you and the SolarCity board of directors a proposal to acquire all of the outstanding shares of common stock of SolarCity in exchange for Tesla common shares. Subject to completing due diligence, we propose an exchange ratio of 0.122x to 0.131x shares of Tesla common stock for each share of SolarCity common stock. This proposal represents a value of $26.50 to $28.50 per share, or a premium of approximately 21% to 30% over the closing price of SolarCity’s shares, based on today’s closing price of SolarCity’s shares and the 5-day volume weighted average price of Tesla shares. We believe that our proposal offers fair and compelling value for SolarCity and its stockholders, while also giving SolarCity’s stockholders the opportunity to receive Tesla common stock at a premium exchange ratio and the opportunity to participate in the success of the combined company through their ongoing ownership of Tesla stock.

The board of directors of Tesla is excited at the prospect of a potential combination of SolarCity’s business with Tesla. We believe that the possibilities for product, service and operational synergies would be substantial, and that a combination would allow our companies to build on our respective core competencies and remain at the forefront of delivering innovative approaches for sustainable transportation and energy. We believe that a combination would generate significant benefits for stockholders, customers and employees of both Tesla and SolarCity.

We are committed to a possible transaction that is fair to SolarCity’s and Tesla’s respective stockholders. To help ensure that, Tesla is prepared to make the consummation of a combination of our companies subject to the approval of a majority of disinterested stockholders of both SolarCity and Tesla voting on the transaction. In addition, as a result of their overlapping directorships, Elon Musk and Antonio Gracias have recused themselves from voting on this proposal at the Tesla board meeting at which it was approved, and will recuse themselves from voting on this proposal at the SolarCity board as well. We believe that any transaction should be the result of full and fair deliberation and negotiation by both of our boards and the fully-informed consideration of our respective stockholders.

Our proposal is subject to the satisfactory completion of due diligence, the negotiation of mutually agreeable definitive transaction documents, and final approval by the Tesla board. While a transaction would be further subject to customary and usual closing conditions, we believe that Tesla is well positioned to negotiate and complete the transaction in an expedited manner. We do not anticipate significant regulatory or other obstacles in consummating a mutually beneficial transaction promptly.

In light of Elon Musk’s SEC disclosure obligations in his individual capacity as a stockholder of SolarCity this proposal will be publicly disclosed, but Tesla’s intention is to proceed only on a friendly basis.

We look forward to discussing a potential transaction with you, and hope to expeditiously enter into a definitive agreement.

Sincerely,

The Board of Directors of Tesla Motors, Inc.

EX-99.2

Exhibit 99.2

Email from Lyndon Rive to Employees of SolarCity Corporation – June 21, 2016

Team,

I have some important news to share. I wanted to let everyone know that Tesla has made an offer to acquire SolarCity.

I’m really excited about this. There are tremendous synergies between these two companies; Tesla detailed some of them today in this blog post. (https://www.teslamotors.com/blog)

You should know that the board and the shareholders will be considering this, and so while I am personally excited, I will be recusing myself from the decision-making process. Ultimately, the shareholders will decide.

I know you will have questions about Tesla’s offer, and we’ll try to answer them as best we can, as soon as we can, but there is not a lot we can say right now. In the meantime, it’s important we remain focused on continuing to make progress toward our company goals. Our mission to advance the adoption of renewable energy remains as important as ever.

There will be a lot of outside interest in Tesla’s offer, and it’s very important that we do not discuss this with anyone outside of the company, or mention it on social media or any other public forums.

If you receive any questions from the media about this, do not try to answer them, please direct them to Jonathan Bass at press@solarcity.com.