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 27, 2016
SolarCity Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35758 |
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02-0781046 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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 June 27, 2016, SolarCity Corporation (“SolarCity” or the “Company”) issued a press release announcing that SolarCity’s Board of Directors has formed a special committee of independent directors to evaluate the June 20, 2016 proposal from Tesla Motors, Inc. to acquire all of the outstanding shares of SolarCity common stock.
A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits:
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Exhibit No. |
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Description |
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99.1 |
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Press Release, dated June 27, 2016, issued by the Company |
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.
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SolarCity Corporation |
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By: |
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/s/ Tanguy Serra |
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Tanguy Serra |
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Date: June 27, 2016 |
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President and Chief Financial Officer |
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Exhibit No. |
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Description |
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99.1 |
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Press Release, dated June 27, 2016, issued by the Company. |
Exhibit 99.1
FOR IMMEDIATE RELEASE
SolarCity Announces Formation of Special Committee to Evaluate Tesla Proposal
SAN MATEO, Calif., June 27, 2016 – SolarCity Corp. (NASDAQ: SCTY), America’s #1 solar power provider, today announced that SolarCity’s Board of Directors has formed a special committee of independent directors to evaluate the June 20, 2016, proposal from Tesla Motors, Inc. (NASDAQ: TSLA) (the “Proposal”) to acquire all of the outstanding shares of SolarCity common stock.
The Board has granted the special committee the exclusive authority to evaluate SolarCity’s long-term business plan and stand-alone opportunities for value creation against a broad range of strategic alternatives.
The special committee is composed of Donald R. Kendall, Jr. and Nancy E. Pfund. Mr. Kendall will serve as chair of the special committee. The special committee has retained Skadden, Arps, Slate, Meagher & Flom LLP as its legal counsel and Lazard as its financial advisor to assist in its review.
SolarCity does not intend to comment on or disclose further developments regarding the special committee’s evaluation unless and until it deems further disclosure is appropriate or required.
About SolarCity
SolarCity (NASDAQ: SCTY) provides clean energy. The company has disrupted the century-old energy industry by providing solar power to homeowners, businesses and government organizations for less than they spend on utility bills. SolarCity gives customers control of their energy costs to protect them from rising rates. The company makes solar energy easy by taking care of everything from design and permitting to monitoring and maintenance. Visit the company online at www.solarcity.com and follow the company on Facebook & Twitter.
This release contains forward-looking statements including, but not limited to, statements regarding strategic alternatives. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved, if at all. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward looking statements. You should read the section entitled "Risk Factors" in SolarCity's quarterly report on Form 10-Q, which has been filed with the Securities and Exchange Commission and identifies certain of these and additional risks and uncertainties. SolarCity does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
Media Contacts
Jonathan Bass
650-963-5156
press@solarcity.com
Joele Frank, Wilkinson Brimmer Katcher
Joele Frank
(212) 355-4449
or
Eric Brielmann / Jed Repko
(415) 869-3950