SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

Solarcity Corp – ‘S-3ASR’ on 10/15/14

On:  Wednesday, 10/15/14, at 8:04am ET   ·   Effective:  10/15/14   ·   Accession #:  1193125-14-371976   ·   File #:  333-199321

6 References:   By:  Tesla, Inc. – ‘10-K’ on 1/29/24 for 12/31/23 By:  Tesla, Inc. – ‘10-K’ on 1/31/23 for 12/31/22 By:  Tesla, Inc. – ‘10-K/A’ on 5/2/22 for 12/31/21 By:  Tesla, Inc. – ‘10-K’ on 2/7/22 for 12/31/21 By:  Tesla, Inc. – ‘10-K/A’ on 4/30/21 for 12/31/20 By:  Tesla, Inc. – ‘10-K’ on 2/8/21 for 12/31/20 

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/15/14  Solarcity Corp                    S-3ASR     10/15/14    6:943K                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-3ASR      Automatic Shelf Registration Statement for          HTML    359K 
                          Securities of a Well-Known Seasoned                    
                          Issuer                                                 
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML    297K 
 3: EX-5.1      Opinion re: Legality                                HTML     20K 
 4: EX-12.1     Statement re: Computation of Ratios                 HTML     23K 
 5: EX-23.2     Consent of Experts or Counsel                       HTML      6K 
 6: EX-25.1     Statement re: Eligibility of Trustee                HTML     35K 

Table of Contents

As filed with the Securities and Exchange Commission on October 15, 2014

Registration No.: 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SolarCity Corporation

(Exact name of registrant as specified in its charter)

3055 Clearview Way

San Mateo, California 94402

(650) 638-1028

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Lyndon R. Rive

Chief Executive Officer

SolarCity Corporation

3055 Clearview Way

San Mateo, California 94402

(650) 638-1028

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to public: From time to time after the effective date of the Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE

Table of Contents

PROSPECTUS

Solar Bonds

We are offering the opportunity for investors who meet certain eligibility requirements to purchase Solar Bonds that we will offer in one or more series (“Solar Bonds”) pursuant to our Solar Bond program. A Solar Bond is a senior unsecured corporate bond issued by SolarCity Corporation (“SolarCity”). SolarCity will be responsible for making all interest and principal payments on the Solar Bonds. We intend to fund interest payments on Solar Bonds with cash payments we receive based on long-term energy contracts for thousands of installed and operating solar energy systems. The Solar Bond program is designed to provide investors with a convenient method to purchase Solar Bonds of one or more series through our online platform (“Platform”) at solarbonds.solarcity.com. We may suspend, modify or terminate any offering of Solar Bonds pursuant to the Solar Bond program at any time.

Each Solar Bond will belong to a particular series, and its terms will be governed by an indenture, along with a form of Solar Bond and/or supplemental indenture applicable to that particular series. Unless otherwise specified in a prospectus supplement, the Solar Bonds will:

The following features are available to participants in the Solar Bond program through our Platform:

We may sell Solar Bonds of any series directly to the public, or to brokers, dealers or other financial intermediaries, either as principal for their own account or as an agent on behalf of their customers. We may offer a discount or commission to such brokers, dealers or other financial intermediaries (which we will specify in a prospectus supplement or other filing we make with the SEC). We will also specify the eligible investors for each series in the applicable prospectus supplement.

Unless specified in the applicable prospectus supplement, the Solar Bonds will not be listed on any securities exchange, made available for quotation on any quotation system, or rated by a rating agency at the time of issuance.

Investing in the Solar Bonds involves certain risks. Before buying any of the Solar Bonds, you should read the risks referenced under the caption “Risk Factors” beginning on page 20 of this prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

October 15, 2014

Table of Contents

CONTENTS

We are responsible only for the information contained in or incorporated by reference in this prospectus, in any prospectus supplement and in any related free-writing prospectus we prepare or authorize for use in connection with the offer and sale of the Solar Bonds. We have not authorized anyone to provide you with different or additional information. We do not take responsibility for any other information or representations that persons or entities other than us may give you. This prospectus, any prospectus supplement and any related free-writing prospectus are an offer to sell only Solar Bonds, but only under circumstances and in jurisdictions where it is lawful to do so. The information provided by or incorporated by reference in this prospectus and any prospectus supplement or other offering material may only be accurate on the date of the document containing the information. Our business, financial condition, results of operations and prospects may have changed since their respective dates.

i

Table of Contents

ABOUT THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENTS

We may use this prospectus, together with a prospectus supplement or any other offering material, to offer Solar Bonds from time to time under the Solar Bond program. Each time we issue Solar Bonds, we will file with the SEC a prospectus supplement to this prospectus (and will make the prospectus supplement available on our Platform), and this prospectus along with the applicable prospectus supplement must be downloaded by an investor prior to such investor purchasing Solar Bonds on our Platform. We may also provide you with other material relating to an offering of Solar Bonds. For each offering of a series of Solar Bonds, we will provide to you the specific description of the Solar Bonds being offered and the terms of the offering. We may also add, update or change information in this prospectus in connection with any offering of Solar Bonds. Information in the prospectus supplement or any other offering material that we have provided you will replace any inconsistent information in this prospectus. In those circumstances, you should not rely on the information in this prospectus.

You should read and consider all information contained in this prospectus, the applicable prospectus supplement or any other offering material. Except as otherwise indicated or otherwise required by the context, references in this prospectus to “we,” “us” or “our” refer to the combined business of SolarCity Corporation and its subsidiaries. References in this prospectus to “U.S. dollars” or “U.S. $” or “$” are to the currency of the United States of America.

1

Table of Contents

CAUTIONARY STATEMENT CONCERNING FORWARD - LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (or the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (or the Exchange Act). These statements may be made directly in this prospectus or may be incorporated into this prospectus by reference to other documents. You can identify these forward-looking statements by use of words such as “may,” “believe,” “will,” “could,” “anticipate,” “would,” “might,” “potentially,” “estimate,” “continue,” “strategy,” “plan,” “expect,” “continue,” “intend,” “project,” “goal,” and “target” and similar expressions or the negative of these terms or other comparable terminology that convey uncertainty of future events or outcomes are intended to identify forward-looking statements. You can also identify them by the fact that they do not relate strictly to historical or current facts.

These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those discussed in such statements and no assurance can be given that the results in any forward-looking statement will be achieved. Achievement of future results is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements in this prospectus.

In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we are identifying important risk factors that, individually or in the aggregate, could cause actual results and outcomes to differ materially from those contained in any forward-looking statements we made; any such statement is qualified by reference to the following cautionary statements. These factors include those appearing under the heading “Risk Factors” in this prospectus, the factors discussed below, the factors identified in our annual report on Form 10-K for the fiscal year ended December 31, 2013, as amended, and those discussed in our subsequent quarterly reports on Form 10-Q, including amendments, and current reports on Form 8-K, including, without limitation, the Current Report on Form 8-K filed on September 23, 2014 and the Risk Factors filed as Exhibit 99.2 thereto, and any other cautionary statements, written or oral, which may be made or referred to in connection with any such forward-looking statements. You should understand that it is not possible to predict or identify all risk factors. Consequently, you should not consider the following to be a complete discussion of all potential risks or uncertainties. Any forward-looking statement speaks only as of the date on which it is made, and we disclaim any obligation to subsequently update or revise any forward-looking statement to reflect events or circumstances after such date or to reflect the occurrence of anticipated or unanticipated events. Some of the factors that we believe could affect our results include:

2

Table of Contents

We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this prospectus may not in fact occur. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

3

Table of Contents

4

Table of Contents

5

Table of Contents

6

Table of Contents

7

Table of Contents

8

Table of Contents

9

Table of Contents

10

Table of Contents

11

Table of Contents

12

Table of Contents

13

Table of Contents

14

Table of Contents

15

Table of Contents

16

Table of Contents

17

Table of Contents

18

Table of Contents

19

Table of Contents

RISK FACTORS

Investment in the Solar Bonds involves risk. Before choosing to invest in the Solar Bonds, you should carefully consider the risks described in this section of this prospectus and under the caption “Risk Factors” in our most recent Annual Report on Form 10-K, as amended, and subsequent Quarterly Reports on Form 10-Q, including amendments, and Current Reports on Form 8-K, including, without limitation, the Current Report on Form 8-K filed on September 23, 2014 and the Risk Factors filed as Exhibit 99.2 thereto, which risks are incorporated herein by reference.

The Solar Bonds will not be an appropriate investment for you if you are not knowledgeable about significant features of the Solar Bonds, about our financial condition, operations and business or about financial matters in general. You should not purchase the Solar Bonds unless you understand, and know that you can bear, these risks. Although we discuss key risks in our risk factor descriptions, new risks may emerge in the future, which may prove to be important. Our subsequent filings with the Securities and Exchange Commission (or SEC) may contain amended and updated discussions of significant risks. We cannot predict future risks or estimate the extent to which they may affect our financial performance.

Risks Related to the Solar Bonds

The Solar Bonds are risky and speculative investments and the value of the Solar Bonds is dependent on our future operations.

The Solar Bonds are risky and speculative investments. The payment of interest and principal will depend in large part on our ability to successfully operate our business and effectively manage our financial condition, as well as conditions generally in the industry we operate. As a result, your right to receive payments on the Solar Bonds will be subject to risks associated with the results of our general operations. We urge you to carefully review the “Risk Factors” in our most recent Annual Report on Form 10-K, as amended, and our subsequent Quarterly Reports on Form 10-Q, including amendments, and our Current Reports on Form 8-K, including, without limitation, the Current Report on Form 8-K filed on September 23, 2014 and the Risk Factors filed as Exhibit 99.2 thereto, which risk factors are incorporated herein by reference.

You will have limited ability to exercise any remedies under the indenture upon an event of default, and will have no right to commence a bankruptcy proceeding with respect to SolarCity.

You will have limited ability to exercise remedies under the indenture for the Solar Bonds, including upon an Event of Default with respect to the Solar Bonds. In addition, the composition of investors of Solar Bonds may also limit your ability to exercise remedies under the indenture. These limitations include, among others:

20

Table of Contents

These limited rights and factors could materially adversely affect your investment in the Solar Bonds.

Some series of Solar Bonds may not be transferable, except as required by law.

Some series of Solar Bonds may not be transferable, except as required by law (such as a court order). This means that, absent a legal requirement to effect a transfer of a holder’s Solar Bonds, such holder would be prohibited from selling or otherwise transferring its Solar Bonds prior to maturity. We will specify in the applicable prospectus supplement the transfer restrictions for a particular series of Solar Bonds.

Even if a series of Solar Bonds permits transfers, an active trading market may not develop for the Solar Bonds and you may not be able to resell your Solar Bonds.

Even if a series of Solar Bonds permits transfers, an active trading market may not develop for the Solar Bonds and a holder may not be able to resell its Solar Bonds. We do not initially intend to list any series of Solar Bonds on any national securities exchange or include any series of Solar Bonds in any automated quotation system. Each issuance of a new series of Solar Bonds will be a new issuance of securities having no established trading market, and the aggregate principal amount of each such new series may be too small to support an active trading market. Moreover, because we do not intend to sell Solar Bonds through any underwriters, markets that may develop for unlisted securities sold in underwritten offerings may not develop with respect to any series of Solar Bonds since there is no underwriter to act as a market-maker for the Solar Bonds. This risk may be even more pronounced in non-DTC eligible offerings of Solar Bonds for which no CUSIP numbers are expected to be issued, which will materially hinder the development of an active trading market in those Solar Bonds.

Therefore, an active market for the Solar Bonds may not develop or be maintained, which could adversely affect the market price and liquidity of the Solar Bonds. In that case, Solar Bonds holders may not be able to sell their Solar Bonds at a particular time, at a favorable price, or at all. We cannot guarantee that the price of the Solar Bonds will not decline after your purchase. You should not submit a purchase order if you are seeking to profit by actively trading the Solar Bonds after issuance. We believe that many investors in the Solar Bonds plan to hold the Solar Bonds to maturity, and thus there may be a limited trading market for the Solar Bonds after issuance. The liquidity of any market for the Solar Bonds will depend on a number of factors, including but not limited to:

21

Table of Contents

We cannot assure you that an active market for any series of Solar Bonds will develop or will continue, if developed, and you may not be able to resell your Solar Bonds without incurring a loss.

SolarCity is not required to make an offer to repurchase your Solar Bonds upon a change of control of SolarCity, and there are no other types of investor protections upon a change of control.

SolarCity is not required to repurchase your Solar Bonds upon a change of control of SolarCity, nor will the indenture contain any other types of protections in the event of a SolarCity change of control. SolarCity could engage in many types of transactions, such as mergers, change of control transactions, acquisitions, refinancings or certain recapitalizations, that could substantially affect its capital structure, its management, its capital stock and the market value of the Solar Bonds. For these reasons, the limited change of control covenants in the indenture governing the Solar Bonds may not protect your investment in the Solar Bonds.

Our existing and future secured creditors will have a prior claim on our assets to the extent of the value of the assets securing their indebtedness.

The Solar Bonds will be our senior unsecured obligations and will be effectively subordinated to any of our existing and future secured debt, to the extent of the lesser of the value of the assets securing such debt and the obligations secured thereby. See “Description of Material Indebtedness” for more information.

Holders of Solar Bonds will participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as Solar Bonds, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the Solar Bonds. As a result, holders of Solar Bonds may receive less, ratably, than holders of secured indebtedness.

As of June 30, 2014, we had approximately $201.4 million, net of fees, of secured indebtedness outstanding that would have been effectively senior to the Solar Bonds to the extent of the security interest. The provisions of the indenture governing the Solar Bonds will not prohibit us from incurring additional secured indebtedness or other indebtedness in the future, and we expect from time to time to incur additional indebtedness. Consequently, in the event of our bankruptcy, liquidation, dissolution, reorganization or similar proceeding, the holders of any secured indebtedness will be entitled to proceed directly against the assets securing such indebtedness. Therefore, such assets will not be available for satisfaction of any amounts owed under our unsecured indebtedness, including the Solar Bonds, until such secured indebtedness is satisfied in full.

The Solar Bonds are issued by SolarCity and only represent obligations of SolarCity. Although subsidiaries of SolarCity are responsible for a substantial portion of our operations, hold a substantial portion of our assets, and generate a substantial portion of our revenue and cash flows, they will not have any other obligations under the Solar Bonds.

The Solar Bonds are issued by SolarCity and represent obligations exclusively of SolarCity. The Solar Bonds are not guaranteed by any of SolarCity’s existing or future subsidiaries. A substantial portion of our assets are held by subsidiaries of SolarCity, and a substantial portion of our revenues and operating cash flow are generated by such subsidiaries. Accordingly, SolarCity’s ability to service its debt, including the Solar Bonds will depend on the results of operations of its subsidiaries and upon the ability of such subsidiaries to provide SolarCity with cash, whether in the form of dividends, loans or otherwise, to pay amounts due on SolarCity’s obligations, including the Solar Bonds. SolarCity’s subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due with respect to the Solar Bonds or to make any funds available to make payments on the Solar Bonds. In addition, dividends, loans or other distributions to SolarCity from such subsidiaries may be subject to contractual and other restrictions and are subject to other business considerations. Moreover, SolarCity’s right to receive distributions from the liquidation of any assets of any of its subsidiaries upon their bankruptcy, liquidation or reorganization, and, therefore, the right of the holders of Solar Bonds to participate in those assets, will be subject to prior claims of creditors of the subsidiary, including trade creditors, and SolarCity’s secured creditors, and such subsidiary may not have sufficient assets remaining to make any payments to SolarCity as a shareholder or otherwise.

22

Table of Contents

Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Without giving effect to any issuance of Solar Bonds, our total consolidated indebtedness as of June 30, 2014 was $751.8 million. Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including the Solar Bonds, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness, including the Solar Bonds. We cannot assure you that we would be able to take any of these actions, that these actions would be successful and permit us to meet our scheduled debt service obligations or that these actions would be permitted under the terms of our existing or future debt agreements, including the Solar Bonds. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations.

If we cannot make scheduled payments on our debt, we will be in default and, as a result:

We may incur substantially more debt in the future.

SolarCity and its subsidiaries may incur substantial additional debt in the future. Neither SolarCity nor its subsidiaries will be restricted under the terms of the indenture governing the Solar Bonds from incurring additional debt, securing existing or future debt, or recapitalizing debt, any of which actions could have the effect of diminishing SolarCity’s ability to make payments on the Solar Bonds when due under the indenture.

SolarCity will make only limited covenants in the indenture governing the Solar Bonds, and these limited covenants may not adequately protect your investment.

The indenture governing the Solar Bonds will not:

23

Table of Contents

We are not planning to engage an underwriter or other agent to underwrite, place or facilitate the distribution of the Solar Bonds through our Platform.

We are not planning to engage an underwriter or other agent to facilitate the distribution of the Solar Bonds through our Platform. As a result, holders of Solar Bonds will not have the benefit of any third party due diligence or other types of “gatekeeper” actions typically taken by an underwriter in an underwritten public offering, including the receipt by the underwriters of “comfort letters” by the issuer’s accountants and legal opinions from outside counsel. The lack of an underwriter may make any offering of Solar Bonds riskier than if we were to engage an underwriter or similar agent that would undertake the types of procedures and documentation that are customary for offerings distributed in an underwritten or firm commitment fashion.

The Solar Bonds will not contain any cross-default or similar provisions. If SolarCity defaults on any of its debt obligations, your ability to collect on the Solar Bonds may be substantially impaired.

The Solar Bonds will not contain cross-default provisions unless otherwise specified in the applicable prospectus supplement for a series of Solar Bonds. A cross-default provision would cause a default under SolarCity’s other debt to result in an Event of Default under the Solar Bonds. Because the Solar Bonds do not contain cross-default provisions, any default by SolarCity on any of SolarCity’s other debt obligations will not result in an Event of Default under the Solar Bonds. If SolarCity defaults on its other debt obligations owed to a third party and continues to satisfy its payment obligations on the Solar Bonds, the third party may exercise its rights to seize SolarCity’s assets or pursue other legal action against SolarCity before Solar Bonds holders would have the right to pursue any legal or protective actions.

The Solar Bonds are not rated, and we may not be able to obtain a favorable rating for the Solar Bonds.

The Solar Bonds will not be initially rated, and we may be unable to obtain a favorable rating for the Solar Bonds. Unrated securities usually trade at a discount to similar rated securities. As a result, the Solar Bonds may trade at prices that are lower than they might otherwise trade if rated by a rating agency. It is possible that one or more rating agencies might independently determine to assign a rating to the Solar Bonds. In addition, we may elect to issue other securities for which we may seek to obtain a rating, including future series of Solar Bonds. If any ratings are assigned to the Solar Bonds in the future or if we issue other securities with a rating, such ratings, if they are lower than market expectations or are subsequently lowered or withdrawn, could materially adversely affect the market for or the market value of the Solar Bonds.

We will retain broad discretion in using the proceeds from this offering and may spend a substantial portion in ways you do not agree with.

We intend to use the proceeds from this offering of the Solar Bonds for working capital and other general corporate purposes, including the financing of additional solar installations and/or financing potential acquisitions and strategic transactions, unless otherwise indicated in the applicable prospectus supplement. While, as of the date

24

Table of Contents

of this registration statement, we have not entered into any undisclosed definitive agreements or commitments with respect to any material acquisitions or investments, as part of our strategic initiatives, we expect to continue to make investments in, or acquire, businesses, companies, products or technologies or enter into strategic transactions or other arrangements. Pending these uses, we intend to invest the proceeds from this offering in investment grade, short-term fixed income instruments which include corporate, financial institution, federal agency or U.S. government obligations. Notwithstanding our current intent, there are no covenants in the indenture for the Solar Bonds requiring us to use the proceeds in this manner. Accordingly, our management will have significant discretion as to the use of the proceeds of the offering, and you will not have the opportunity, as part of your investment decision, to influence the application of the proceeds. The proceeds from this offering may be applied to uses that investors disagree with and ultimately do not improve our operating results.

If the terms of a particular series of Solar Bonds include a right by SolarCity to redeem the Solar Bonds at SolarCity’s option, any such redemption may adversely affect your return on the Solar Bonds, and you will have reinvestment risks.

SolarCity may elect to provide that a particular series of Solar Bonds may be redeemable by SolarCity prior to maturity to the extent specified in the applicable prospectus supplement. Any redemption by SolarCity of a particular series of Solar Bonds at a time when prevailing interest rates are lower than the interest rate paid on your Solar Bonds, may result in your being unable to reinvest the redemption proceeds in a comparable debt instrument at an effective interest rate or yield as high as the interest rates or yield on your Solar Bonds being redeemed.

The Solar Bonds will be eligible to be held in book-entry form and, therefore, you may need to rely on the procedures and the relevant clearing systems to exercise your rights and remedies.

The Solar Bonds will be eligible to be held in book-entry form, either through SolarCity or another transfer agent or registrar. In the future, the Solar Bonds may be held in book-entry form through a depositary specified in the applicable prospectus supplement. In such a case, owners of the book-entry interests would not be considered owners or holders of Solar Bonds. Instead, either the depositary or its nominee would be the sole holder of the Solar Bonds. Payments of principal, interest and other amounts owing on or in respect of the Solar Bonds in global form would be made to the paying agent, and the paying agent would then distribute the funds in the manner set forth in the applicable prospectus supplement. Unlike holders of the Solar Bonds themselves, owners of book-entry interests would not have the direct right to act upon solicitations for consents or requests for waivers or other actions from holders of the Solar Bonds. Instead, if you own a book-entry interest, you would be permitted to act only to the extent you have received appropriate proxies to do so from the applicable depositary or, if applicable, a participant. We cannot assure you that procedures implemented for the granting of such proxies would be sufficient to enable you to vote on any requested actions on a timely basis.

Risks Related to our Platform

Our Platform is a new method for us to distribute our securities and it has a limited operating history. As a platform in its early stage of development, our Platform faces increased risks, uncertainties, expenses and difficulties.

Our Platform is a new method for us to distribute our securities through electronic means. If our Platform is to be successful, investors that visit our Platform must be satisfied with the performance and security of our Platform. If we are unable to successfully implement the launch of our Platform or unable to develop enhancements or new features for our Platform, our ability to successfully distribute our securities through our Platform would be harmed.

As use of our Platform increases, we will need to increase our facilities, personnel and infrastructure in order to accommodate the anticipated greater servicing obligations and demands on our Platform. We may need to add new hardware or update our software or our Platform, expand customer support services, address changes in technology or address evolving cyber-security threats. We may also need to add new employees to maintain the operations of our Platform as well as to satisfy its servicing obligations on the Solar Bonds sold through our Platform. If we are unable to increase the capacity of our Platform and maintain the necessary infrastructure to operate our Platform, you may experience delays in receipt of payments on your Solar Bonds and periodic downtime of our Platform.

25

Table of Contents

If the security of investors’ or prospective investors’ confidential information stored in our systems is breached or otherwise subjected to unauthorized access, your secure information may be stolen, we may be exposed to liability and our reputation may be harmed.

Our Platform stores investors’ and prospective investors’ tax and financial information and other personally-identifiable sensitive data. Any accidental or willful security breaches or other unauthorized access to or improper use of such information could cause your secure information to be stolen and used for criminal purposes. Security breaches or unauthorized access to secure information could also expose us to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity. If our security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in the relevant software are exposed and exploited, and, as a result, any unauthorized person obtains access to any investor’s or prospective investor’s data, our relationships with investors and prospective investors will be severely damaged, and we could incur significant liability. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until they are launched against a target, our third-party hosting facilities may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, many states have enacted laws requiring companies to notify individuals of data security breaches involving their personal data. These mandatory disclosures regarding a security breach are costly to implement and often lead to widespread negative publicity, which may cause our investors and prospective investors to lose confidence in the effectiveness of our data security measures.

Our Platform may be vulnerable to computer viruses, physical or electronic break-ins and similar disruptions.

Our Platform may be vulnerable to computer viruses, physical or electronic break-ins and similar disruptions. If a “hacker” were able to infiltrate our Platform, you would be subject to the increased risk of fraud or identity theft and may experience losses on, or delays in the recoupment of amounts owed on, a fraudulently induced purchase of a Solar Bond. Additionally, if a hacker were able to access our secure files, he or she might be able to gain access to your personal information. While we have taken steps to prevent such activity from affecting our Platform, if we are unable to prevent such activity, the value of your investment in the Solar Bonds could be adversely affected, and you could experience other harm unrelated to your investment.

Funds held in the bank account SolarCity maintains for Solar Bonds investors could be viewed by a bankruptcy court as being available to creditors of SolarCity, rather than holders of Solar Bonds.

SolarCity will maintain and act as record-keeper of a pooled account to hold the funds “for the benefit of” prospective investors, referred to as an FBO account. While the use of an FBO account is designed to reduce the risk that, in the event of a SolarCity bankruptcy, the funds held in the FBO account will be available to creditors of SolarCity other than the holders of Solar Bonds, there can be no assurance that a bankruptcy court will enforce the rights of the holders of Solar Bonds in funds held in FBO accounts. In addition, even if a bankruptcy court finds that funds in the FBO accounts are the property of the holders of Solar Bonds, the holders of Solar Bonds, or the parties authorized to enforce their rights under the indenture and security documents, will still need to take action in bankruptcy court (due to the bankruptcy court’s extensive jurisdiction over property owned or in the possession of the debtor) to receive payment of the funds from the FBO accounts.

Once you submit a purchase order, you may not revoke it following the day in which you place your order.

Purchase orders for Solar Bonds will generally be processed on the business day following the submission of the order, and you are only permitted to cancel orders prior to 11:59 P.M. (Pacific Time) on the day your order is placed (or, if the order is placed on a Friday, prior to 11:59 P.M. (Pacific Time) on the immediately following Sunday). Therefore, even if circumstances arise after your purchase order has been processed that make you want to reduce the amount of Solar Bonds you originally agreed to purchase, you may nonetheless be bound.

26

Table of Contents

We reserve the right to reject any purchase orders for Solar Bonds.

We reserve the right, in our sole discretion, to reject, in whole or in part, any purchase order for Solar Bonds:

We reserve the right to reject any purchase order in order to allow us to comply with all applicable laws and regulations and to preserve the integrity of our Platform. Other conditions for valid purchase orders, including eligibility of prospective investors, may vary depending on the type of investor or the terms of a particular series of Solar Bonds. As a result of these varying requirements, a purchase order for one particular investor may be rejected while an identical purchase order from a different investor may be accepted. See the section entitled “Description of our Platform” in this prospectus.

Submitting purchase orders through broker-dealers may require prospective investors to comply with additional procedures required by their broker-dealer.

Prospective investors may choose to submit purchase orders with respect to any offering of Solar Bonds through their own broker-dealer. Different brokerage firms may have different deadlines for accepting instructions from their customers. Accordingly, you should consult the brokerage firm through which you wish to submit a purchase order with respect to such deadlines. Purchase orders that are submitted indirectly through other persons rather than directly on our Platform may be subject to additional risks or delays arising from such other persons’ systems or operations, or delays or failures in communications, including delays caused by internet usage.

We may experience difficulties with our Platform, which may disrupt the ability of prospective investors to place purchase orders for Solar Bonds.

If numerous prospective investors try to access our Platform and submit purchase orders for Solar Bonds simultaneously, we may experience a delay in receiving and/or processing purchase orders. You should be aware that Platform capacity limits may prevent your last-minute purchase orders from being received by our Platform. Our Platform will also be subject to potential communications and internet delays and failures beyond our control. We cannot guarantee you that your submitted purchase order will be received, processed and accepted during the offer period.

It may be difficult and costly for us to protect our intellectual property rights in our Platform, or to continue to develop or obtain new technologies, which could adversely affect our ability to operate competitively.

We developed our Platform and own or license the proprietary technology that makes operation of our Platform possible. The technology owned by us consists of various processes, know-how, and other information that may not be patentable or even proprietary. Our ability to maintain our Platform depends, in part, upon this technology. Despite our intent to vigorously protect any proprietary interests in such technology, we may not be able to protect this technology effectively, which would allow competitors to duplicate their products and adversely affect our ability to compete. A third party may attempt to reverse engineer or otherwise obtain and use the technology without our consent. In addition, our Platform may infringe upon claims of third-party patents and we may face intellectual property challenges from such other parties. We may not be successful in defending against any such challenges or in obtaining licenses to avoid or resolve any intellectual property disputes. Furthermore, the technology may become obsolete, and there is no guarantee that we will be able to successfully develop, obtain or use new technologies to adapt our Platform to compete with other lending platforms. If we cannot protect the technology embodied in and used by our Platform from intellectual property challenges, or if our Platform becomes obsolete, its ability to maintain our Platform and perform its servicing obligations could be adversely affected and, in such event, its ability to continue to make payments on the Solar Bonds could be materially impaired.

27

Table of Contents

We rely on third parties to process transactions. If we are unable to continue utilizing these services, our ability to make payments on the Solar Bonds may be adversely affected.

Because we are not a bank, we cannot belong to or directly access the Automated Clearing House (ACH) payment network. As a result, we currently rely on an FDIC-insured depository institution to process our transactions. If we cannot continue to obtain such services from this institution or elsewhere, or if we cannot transition to another processor quickly, our ability to process payments will suffer and your ability to receive principal and interest payments on the Solar Bonds will be delayed or impaired.

If we fail to operate our Platform as anticipated, we may not be able to issue securities in sufficient volume pursuant to our Platform.

For our Platform to be successful, we must attract investors to our Platform to purchase our Solar Bonds, many of whom have not previously purchased securities directly from an issuer using an electronic platform owned and operated by that same issuer. If we are not able to attract sufficient purchase commitments from investors, we will not be able to increase our transaction volumes, which could impact the success of our Platform. We believe that successfully developing and maintaining awareness of our Platform and the strength of our SolarCity brand is critical to achieving widespread acceptance of our Platform and attracting new investors. Successful promotion of our Platform will depend largely on the effectiveness of marketing efforts and the investor experience on our Platform. Any promotional activities by us with respect to our Platform may not result in increased investment through our Platform. If we fail to successfully promote and maintain our Platform, or operate our Platform, we may lose investor interest and confidence, which would impair our ability to successfully operate our Platform.

We are subject to extensive federal, state and local regulations in respect to our operation of our Platform.

We have not previously operated an electronic platform to sell our securities directly to investors. Our operation of our Platform will subject us to a variety of new federal, state and local regulations, non-compliance with which could have a negative impact on our ability to operate or maintain our Platform. These regulations include, but are not limited to:

If we fail to comply with these regulations, we may be subject to significant fines and penalties and our ability to effectively operate and sell Solar Bonds pursuant to our Platform will be negatively impacted.

Any significant disruption in service on our Platform or the computer systems supporting our Platform could adversely affect our reputation and ability to operate our Platform.

The satisfactory performance, reliability and availability of our Platform and the network infrastructure underlying our Platform are important to our Platform’s operations, level of customer service, reputation and ability to attract new investors. We will need to rely on third parties for hosting the system hardware needed to operate our Platform. This hardware will be hosted in a separate hosting facility and those third parties cannot guarantee that access to our Platform will be uninterrupted, error-free or secure. The operation of our Platform depends on these providers’ ability to protect the relevant systems in such facilities against damage or interruption from natural disasters, power or telecommunications failures, air quality, temperature, humidity or other environmental concerns,

28

Table of Contents

computer viruses or other attempts to harm them, criminal acts and similar events. If our arrangement with hosting services providers is terminated, or there is a lapse of service or damage to their hosting facilities, we could experience interruptions in the operations of our Platform, and both could experience delays and additional expense in arranging replacement facilities. Any interruptions or delays in the functioning of and accessibility of our Platform could harm our relationships with our investors and the reputation and brand of our Platform. Additionally, in the event of damage or interruption, our insurance policies may not be sufficient for us to adequately compensate us for any losses that we may incur as a result of any such interruption of our Platform. Our disaster recovery plan has not been tested under actual disaster conditions, and we may not have sufficient capacity to recover all data and services in the event of an outage at the hosting facilities. These factors could prevent us from processing or posting payments on the Solar Bonds, damage the reputation of our Platform, subject us to liability and cause investors to abandon our Platform, any of which could adversely affect our Platform operations.

Additional Risks Related to our Business

In addition to the risks identified under the caption “Risk Factors” in our most recent Annual Report on Form 10-K, as amended, and subsequent Quarterly Reports on Form 10-Q, including amendments, and Current Reports on Form 8-K, including, without limitation, the Current Report on Form 8-K filed on September 23, 2014 and the Risk Factors filed as Exhibit 99.2 thereto, which risks are incorporated herein by reference.

29

Table of Contents

RATIO OF EARNINGS TO FIXED CHARGES

The table below sets forth the ratio of earnings to fixed charges of SolarCity and its consolidated subsidiaries on a historical basis for each of the periods indicated:

For the purpose of computing this ratio, earnings represent pretax income from continuing operations before fixed charges, adjusted to exclude distributed income of equity investees. Fixed charges represent interest expense including capitalized interest, one-third of total rental expense, and amortization of discount and loan expense related to long-term debt.

30

Table of Contents

USE OF PROCEEDS

We intend to use the proceeds from this offering of the Solar Bonds for working capital and other general corporate purposes, including the financing of additional solar installations and/or financing potential acquisitions and strategic transactions, unless otherwise indicated in the applicable prospectus supplement. We intend to temporarily invest the proceeds in short-term investments until they are used for their stated purposes. We have not determined the amount of proceeds to be used specifically for such purposes. As a result, management will retain broad discretion over the allocation of the proceeds.

31

Table of Contents

DESCRIPTION OF THE SOLAR BONDS

You should carefully review the information in this prospectus. The prospectus supplement for each offering of Solar Bonds will contain the specific information and terms for that offering. As such, you should carefully review the information contained in the prospectus supplement prior to making a decision to purchase any series of Solar Bonds. The prospectus supplement may also add or modify information contained in this prospectus. It is important for you to consider the information contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus in making your investment decision with respect to any series of Solar Bonds.

As used in this section, references to the “Company,” “SolarCity” and “Issuer” refer only to SolarCity Corporation and not to any of its subsidiaries, unless otherwise expressly stated or the context otherwise requires;

General

The Solar Bonds will be issued under an Indenture among the Company and the Trustee (the “Indenture”). The Indenture will be subject to, and governed by, the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Indenture will not limit the amount of additional indebtedness ranking equally and ratably with the Solar Bonds that SolarCity may incur. In addition, SolarCity may increase the amount it is allowed to issue under the Solar Bond program without the consent of any holders of any particular series of Solar Bonds.

The Indenture will provide that the Solar Bonds of any series may be issued at various times, may have differing maturity dates and may bear interest at differing rates. The prospectus supplement relating to each series of Solar Bonds will specify the following terms:

Interest

Each Solar Bond will bear interest from its issue date at the rates specified in the applicable prospectus supplement. Interest payments will be made in arrears on the interest payment dates specified in the applicable prospectus supplement. Interest will be paid to the person in whose name a Solar Bond is registered on the close of business on the regular record date specified in the applicable prospectus supplement. However, SolarCity generally expects that interest on a series of Solar Bonds will be payable semiannually in arrears on February 15 and August 15 of each year to the holders of record on February 1 and August 1 of that year, unless otherwise specified in the applicable prospectus supplement for such series of Solar Bonds.

The amount of the first interest payment payable to any Solar Bond holder will vary depending on when during the offering period the Solar Bonds were purchased and issued. The first interest payment will be equal to (A) the amount of interest payable in a full interest payment period, multiplied by (B) the number of days in the interest payment period in which the Solar Bonds were outstanding, divided by the total number of days in a full interest payment period. Interest on the Solar Bonds (including the first interest payment) will be computed on the basis of a 360-day year of twelve 30-day months.

32

Table of Contents

SolarCity will cause the paying agent for the Solar Bonds, or the “Paying Agent” (which will initially be Solar City) to pay any accrued and unpaid interest to the person in whose name the Solar Bond is registered at the close of business on the regular record date (which we currently expect will be the first day of the month of February and August) relating to such interest payment date. If interest is due at maturity but on a day that is not an interest payment date, SolarCity will pay the interest to the person entitled to receive the principal amount.

For the purpose of determining the holder at the close of business on a regular record date, the close of business will mean 2:00 P.M., Pacific Time, on that day. If any interest payment date other than the maturity date for any Solar Bonds would otherwise be a day that is not a business day, such interest payment date will be postponed to the next succeeding business day.

Payments on Solar Bonds.

The Paying Agent will make payments on the Solar Bonds in the following manner:

Payments will be deemed made to any holder when such holder’s Solar Bonds Account is credited with the amount of such payment (whether or not such amounts have been withdrawn by the holder from the FBO account). We will be required to deposit into the FBO account an amount of cash equal to any amounts credited to a holder’s Solar Bond Account. The Company will not be permitted to remove or withdraw any funds from the FBO account, except in connection with the purchase of Solar Bonds by holders or prospective holders.

Ranking

A series of Solar Bonds will:

In the event of a bankruptcy, liquidation, reorganization or other winding up of SolarCity, some of SolarCity’s assets (including interests in subsidiaries) may be available to pay obligations on the Solar Bonds only after the holder of any secured debt has been repaid in full from those assets. There may not be sufficient assets

33

Table of Contents

remaining to pay amounts due on any or all of the Solar Bonds then outstanding. The Indenture will not prohibit SolarCity from incurring additional indebtedness, including secured indebtedness, nor will it prohibit any of SolarCity’s subsidiaries from incurring additional indebtedness or other liabilities that would be structurally senior to the Solar Bonds.

Currency; Form and Denomination; Paying Agent

The Solar Bonds of each series will be issued in United States dollars in minimum denominations of $1,000, unless otherwise specified in the applicable prospectus supplement for such series.

SolarCity will act as the initial paying agent for the Solar Bonds.

No Security

Solar Bonds will be our senior unsecured obligations, and will not be secured by any collateral.

Events of Default and Remedies

The occurrence of any of the following events will result in an “Event of Default” with respect to the Solar Bonds of any series:

A default or an Event of Default with respect to any series of Solar Bonds will not automatically trigger a default or an Event of Default with respect to any other series of Solar Bonds.

Notice of a Default

The Indenture provides that the Trustee will deliver notices to all holders of the Solar Bonds of the applicable series of any default known to the Trustee within 90 days after the occurrence of any default with respect to any or all series unless that default has been cured or waived. However, the Indenture provides that the Trustee may withhold notice of a default with respect to the Solar Bonds of any or all series, except a default in payment of principal, premium, if any, or interest, if any, if the Trustee in good faith determines it is in the interest of the holders to do so. As used in this paragraph, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default.

Remedies Upon an Event of Default

Upon an Event of Default resulting from the failure to timely and fully pay interest, principal (including any redemption discount) or premium (if any) in accordance with the terms of the Indenture, the holders of Solar Bonds of any series to which an Event of Default relates may, subject to certain conditions, direct the Trustee to take legal action against SolarCity to recover any money owed but not paid to them.

34

Table of Contents

In addition, upon any Event of Default with respect to a series, the trustee or the holders of at least 25% in aggregate principal amount of the Solar Bonds of that series then outstanding may declare accrued and unpaid interest, if any, principal (including any redemption discount) and premium, if any, on all the Solar Bonds of that series to be due and payable immediately.

Upon an Event of Default that relates to certain events of bankruptcy, insolvency or reorganization of SolarCity, all accrued and unpaid interest, if any, principal (including any redemption discount) and premium, if any, on all the Solar Bonds will become due and payable immediately.

Continued Accrual of Interest following Acceleration

Until the principal on any accelerated Solar Bonds is fully repaid, interest will continue to accrue on that series of Solar Bonds at the stated interest rate, based on the amount of principal then outstanding. Once the principal on the accelerated Solar Bonds is fully repaid, no further interest will continue to accrue on that series of Solar Bonds, and SolarCity will owe the holders of that series of bonds no further payments (other than any previously accrued but unpaid interest).

Rescinding an Acceleration

Upon specified conditions set forth in the Indenture, the holders of a majority in principal amount of the Solar Bonds of any series then outstanding may rescind and annul an acceleration of the Solar Bonds of that series and its consequences.

No Right to Initiate Bankruptcy Proceedings

In no event will the holders of any series of Solar Bonds or the Trustee have any right or ability, either individually or as a group, to initiate the filing of an involuntary bankruptcy proceeding against SolarCity.

Duties of Trustee

Subject to the provisions of the Trust Indenture Act requiring the Trustee, during the continuance of an Event of Default under the Indenture, to act with the requisite standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the holders of Solar Bonds of any series unless those holders have offered the Trustee indemnity reasonably satisfactory to the Trustee against the costs, fees and expenses and liabilities which might be incurred in compliance with such request or direction. Subject to the foregoing, holders of a majority in principal amount of the outstanding Solar Bonds of any series issued under the Indenture have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee under the Indenture with respect to that series. Prior to an Event of Default, the Trustee is required to perform only those duties expressly set forth in the Indenture. The Indenture requires the annual filing by SolarCity with the Trustee of a certificate which states whether or not SolarCity is in default under the terms of the Indenture.

Subject to the exception described below as related to payment defaults, no holder of any Solar Bonds of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or Trustee, or for any other remedy under the Indenture, unless:

35

Table of Contents

Notwithstanding any other provision of the Indenture, the holder of a Solar Bond will have the right, which is absolute and unconditional, to receive payment of the principal of and premium, if any, and interest, if any, on that Solar Bond on the respective due dates for those payments, and to institute suit for the enforcement of those payments, and this right shall not be impaired without the consent of the holder.

Following the declaration of an Event of Default, the Trustee will automatically become the Security Registrar and Paying Agent and processes for payments to holders and the duties of the Registrar and Paying Agent shall be governed by the Indenture.

Optional Redemption

Unless otherwise specified in the applicable prospectus supplement, the Solar Bonds will not be redeemable, either by SolarCity or by the holders thereof, prior to their maturity.

No Protection in the Event of a Change of Control; No Obligation to Repurchase

Unless we indicate otherwise in a prospectus supplement with respect to a particular series of Solar Bonds, the Solar Bonds will not contain any provisions that may afford holders of the Solar Bonds protection in the event SolarCity undergoes a change of control or in the event of a highly leveraged transaction (whether or not such transaction results in a change of control of SolarCity). In particular, SolarCity is not obligated to repurchase your Solar Bonds upon a change of control of SolarCity.

Modifications and Amendments

Modifications and Amendments Without Consent of Holders

SolarCity may enter into a supplemental indenture with the Trustee at any time, without the consent of any holder of Solar Bonds of the relevant series for the purpose of:

36

Table of Contents

Modifications and Amendments with Consent of Holders

SolarCity and the Trustee may enter into one or more supplemental indentures for the purpose of making any amendment or modification to the Solar Bonds of a series or the Indenture or modifying in any manner the rights of any holder of Solar Bonds with consent of the holder(s) representing at least a majority in aggregate principal amount of Solar Bonds affected by the proposed modification at the time outstanding. However, no such supplemental indenture may, without the affirmative consent or affirmative vote of the holder of each Solar Bond affected thereby:

37

Table of Contents

Discharge, Defeasance and Covenant Defeasance

Unless otherwise provided in the applicable prospectus supplement, upon SolarCity’s direction, the Indenture shall cease to be of further effect with respect to any series of Solar Bonds issued under the Indenture specified by SolarCity, subject to the survival of specified provisions of the Indenture when:

Unless otherwise provided in the applicable prospectus supplement, SolarCity may elect with respect to any series of Solar Bonds either:

The defeasance or covenant defeasance described above shall only be effective if, among other things:

38

Table of Contents

The applicable prospectus supplement may further describe the provisions, if any, permitting or restricting satisfaction and discharge, defeasance or covenant defeasance with respect to the Solar Bonds of a particular series.

No Personal Liability of Incorporators, Stockholders, Officers, Directors

The Indenture provides that no recourse shall be had under any obligation, covenant or agreement of SolarCity in the Indenture or in any of the Solar Bonds or because of the creation of any indebtedness represented thereby, against any of SolarCity’s incorporators, stockholders, officers or directors, past, present or future, or of any predecessor or successor entity thereof under any law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise. Each holder, by accepting the Solar Bonds, waives and releases all such liability.

Concerning the Trustee

U.S. Bank National Association will act as Trustee under the Indenture.

The Trust Indenture Act limits the rights of a trustee, if the trustee becomes a creditor of SolarCity, to obtain payment of claims or to realize on property received by it in respect of those claims, as security or otherwise. Any trustee is permitted to engage in other transactions with SolarCity and its subsidiaries from time to time. However, if a trustee acquires any conflicting interest it must eliminate the conflict upon the occurrence of an Event of Default under the Indenture or resign as trustee.

The Trustee has not reviewed this offering document on behalf of any holder and makes no representations or warranties with regards to the information contained herein. Additionally, the Trustee makes no representations or warranties with regards to the operation of the Platform or for the characterization of any FBO account.

Unclaimed Funds

All funds deposited with the Trustee or any paying agent for the payment of principal, interest, premium or additional amounts in respect of the Solar Bonds that remain unclaimed for one year after the date upon which the principal of, premium, if any, or interest on such Solar Bonds shall have become due and payable will be repaid to SolarCity. Thereafter, any right of any holder of Solar Bonds to such funds shall be enforceable only against SolarCity, and the Trustee and paying agents will have no liability therefor.

Form of Note; Transfer and Exchange

We expect that all non-DTC eligible Solar Bonds of a particular series will be represented by a single global note that SolarCity will maintain as part of its books and records, which note will be periodically amended from time to time. No physical certificate will be issued to you as a holder of a Solar Bond, and SolarCity will, in its capacity as transfer agent and registrar (or any such agent that SolarCity engages will, in such capacity), maintain a record as to the ownership interest of each holder of a Solar Bond (including upon transfer, if permitted, of such Solar Bond). We expect that all DTC eligible Solar Bonds of a particular series will be represented by global securities. We expect that these global securities will be deposited with a depositary and registered in the name of a registrar, in each case, as specified in the prospectus supplement for such series.

39

Table of Contents

Some series of Solar Bonds may not be transferable, except as required by law. This means that, absent a legal requirement to effect a transfer of a holder’s Solar Bonds (such as a court order), such holder would be prohibited from selling or otherwise transferring its Solar Bonds prior to maturity. We will specify in the applicable prospectus supplement the transfer restrictions for a particular series of Solar Bonds.

If a particular series of Solar Bonds permits transfer, the transfer agent and registrar for the Notes, which initially will be SolarCity, will not be obligated to recognize any purported transfer of a Solar Bond, except a transfer through a permitted trading system or other permitted means of transfer, or except as may be required by applicable law or court order. However, unless otherwise specified in a prospectus supplement, the Solar Bonds will not be listed on any securities exchange. Each issuance of a new series of Solar Bonds will be a new issuance of securities having no established trading market, and the aggregate principal amount of each such new series may be too small to support an active trading market. Moreover, because we do not intend to sell Solar Bonds through any underwriters, markets that may develop for unlisted securities sold in underwritten offerings may not develop with respect to any series of Solar Bonds since there is no underwriter to act as a market-maker for the Solar Bonds. Therefore, investors must be prepared to hold their Solar Bonds to maturity.

Governing Law

The Indenture will be governed by and construed in accordance with the laws of the State of New York.

40

Table of Contents

DESCRIPTION OF MATERIAL INDEBTEDNESS

Vehicle Loans

SolarCity has entered into various vehicle loan agreements with various financial institutions. The vehicle loans are secured by the vehicles financed and mature between March 2015 and December 2018. Total vehicle loans outstanding as of June 30, 2014 and December 31, 2013 was $11.3 million and $6.5 million, respectively, of which $8.4 million and $4.7 million, respectively, are included in the condensed consolidated balance sheets under long-term debt, net of current portion. For the total amount outstanding as of June 30, 2014, the interest rates ranged between 0.00% and 7.49%.

Term Loans with various subsidiaries of SolarCity

On June 7, 2013, a subsidiary of SolarCity entered into an agreement with a syndicate of banks for a term loan of $100.0 million. On January 6, 2014, the agreement was amended to increase the maximum term loan availability to $158.0 million. Each tranche of the term loan bears interest at an annual rate of LIBOR plus 3.25%. As of June 30, 2014, the interest rates ranged between 3.40% and 3.60%. The term loan is secured by the assets and cash flows of the subsidiary and is non-recourse to SolarCity’s other assets. The term loan matures on June 7, 2015. Through June 30, 2014, SolarCity had borrowed an aggregate of $135.9 million under the term loan. Of the amount borrowed, $132.1 million, net of fees, and $85.5 million, net of fees, were outstanding as of June 30, 2014 and December 31, 2013, respectively, of which $0.0 million and $81.3 million, respectively, are included in the condensed consolidated balance sheets under long-term debt, net of current portion. SolarCity was in compliance with all debt covenants as of June 30, 2014.

On February 4, 2014, a subsidiary of SolarCity entered into an agreement with a syndicate of banks for a term loan of $100.0 million. On February 20, 2014, this agreement was amended to increase the maximum term loan availability to $220.0 million. On March 20, 2014, this agreement was further amended to increase the maximum term loan availability to $250.0 million. The term loan bears interest at an annual rate of LIBOR plus 3.25% or, at SolarCity’s option, 3.25% plus the higher of:

As of June 30, 2014, the interest rates ranged between 3.40% and 3.48%. The term loan is secured by the assets and cash flows of the subsidiary and is non-recourse to SolarCity’s other assets. The term loan matures on December 31, 2016. Through June 30, 2014, SolarCity had borrowed an aggregate of $45.6 million, net of fees, under the term loan. Of the amount borrowed, $44.5 million, net of fees, was outstanding as of June 30, 2014, which is included in the condensed consolidated balance sheets under long-term debt, net of current portion. SolarCity was in compliance with all debt covenants as of June 30, 2014.

On May 23, 2014, a subsidiary of SolarCity entered into an agreement with a syndicate of banks for a term loan of $125.0 million. The term loan bears interest at an annual rate of 3.00% to 4.00%, depending on the cumulative period the term loan has been outstanding, plus LIBOR or, at SolarCity’s option, plus the highest of

41

Table of Contents

As of June 30, 2014, the interest rate was 3.15%. The term loan is secured by certain assets and cash flows of the subsidiary and is non-recourse to SolarCity’s other assets or cash flows. The term loan matures on May 23, 2016. Through June 30, 2014, SolarCity had borrowed an aggregate of $8.5 million under the term loan. Of the amount borrowed, $8.2 million, net of fees, was outstanding as of June 30, 2014, which is included in the condensed consolidated balance sheets under long-term debt, net of current portion. SolarCity was in compliance with all debt covenants as of June 30, 2014

Credit Facility for SolarStrong

On November 21, 2011, a subsidiary of SolarCity entered into an agreement with a bank, for a credit facility of up to $350 million. The credit facility is used to partially fund SolarCity’s SolarStrong initiative, which is a five-year plan to build solar energy systems for privatized U.S. military housing communities across the country. The credit facility is drawn-down in tranches, with the interest rates determined when amounts are drawn-down. As of June 30, 2014, the interest rates ranged between 6.78% and 7.27%. The credit facility is secured by the assets of the SolarStrong initiative and is non-recourse to SolarCity’s other assets. The credit facility matures in 2032. As of June 30, 2014 and December 31, 2013, $5.3 million, net of fees, and $5.4 million, net of fees, respectively, were outstanding under the credit facility, of which $5.2 million, net of fees, and $5.3 million, net of fees, respectively, are included in the condensed consolidated balance sheets under long-term debt, net of current portion. SolarCity was in compliance with all debt covenants as of June 30, 2014.

Revolving Credit Facility

In September 2012, SolarCity entered into a revolving credit agreement with a syndicate of banks to obtain funding for working capital, letters of credit and funding for general corporate needs. The committed amount under the revolving credit facility was increased from $75.0 million to $160.5 million on November 1, 2013 and then from $160.5 million to $200.0 million on December 13, 2013. Borrowed funds bear interest at an annual rate of 3.25% plus LIBOR or, at SolarCity’s option, 2.25% plus the higher of:

As of June 30, 2014, the interest rates ranged between 3.40% and 5.50%. The fee for letters of credit is 3.875% per annum, and the fee for undrawn commitments is 0.375% per annum. The revolving credit facility is secured by certain of SolarCity’s machinery and equipment, accounts receivable, inventory and other assets. The revolving credit facility matures on December 31, 2016. As of June 30, 2014 and December 31, 2013, $190.1 million, net of fees, and $138.5 million, net of fees, respectively, were outstanding under the revolving credit facility, all of which are included in the condensed consolidated balance sheets under long-term debt, net of current portion. In each of June, July, September and October 2014, the revolving credit facility was amended to increase certain thresholds, including those relating to permitted investment amounts by SolarCity, and to make certain changes in connection with SolarCity’s acquisition of Silevo, Inc., issuance of consumer loans in connection with SolarCity’s MyPower, and issuance of Solar Bonds, among other things.

Pursuant to the terms of the revolving credit facility, we are obligated to (i) maintain an interest coverage ratio of 1.5-to-1 as of the end of each fiscal quarter and (ii) maintain at least $50 million of unencumbered liquidity as of the end of each month. The interest coverage ratio is measured by dividing (a) an amount equal to the excess of (i) our trailing 12-month consolidated gross profit over (ii) twenty percent of our trailing 12-month consolidated general and administrative expenses by (b) our unconsolidated trailing 12-month cash interest charges. Unencumbered liquidity is defined as the average daily cash and cash equivalents of SolarCity and our non-excluded subsidiaries.

SolarCity was in compliance with all debt covenants as of June 30, 2014.

42

Table of Contents

Convertible Senior Notes

October 2013

In October 2013, SolarCity issued $230.0 million in aggregate principal of 2.75% convertible senior notes due on November 1, 2018 through a public offering. The convertible senior notes bear interest at a fixed rate of 2.75% per annum.

Each $1,000 of principal of the convertible senior notes is initially convertible into 16.2165 shares of SolarCity’s common stock, which is equivalent to an initial conversion price of $61.67 per share, subject to adjustment upon the occurrence of specified events. Holders of the convertible senior notes may convert their convertible senior notes at their option at any time on or prior to the second scheduled trading day preceding maturity. If certain corporate events occur prior to the maturity date, SolarCity would increase the conversion rate for a holder who elects to convert its convertible senior notes in connection with such a corporate event in certain circumstances.

September and October 2014

In September 2014, SolarCity issued $500.00 million in aggregate principal of 1.625% convertible senior notes due 2019 through a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. In October 2014, the initial purchasers exercised their option to acquire an additional $66.00 million in aggregate principal of 1.625% convertible senior notes due 2019 issued by SolarCity through a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The convertible senior notes bear interest at a fixed rate of 1.625% per annum.

The initial conversion rate for the notes is 11.9720 shares of common stock per $1,000 principal amount of notes (which is equivalent to an initial conversion price of approximately $83.53 per share). The notes will be convertible at the option of the note holders on or prior to the second scheduled trading day preceding maturity. Conversions of the notes will be settled in shares of SolarCity’s common stock other than for any costs paid for fractional shares. If certain corporate events occur prior to the maturity date, SolarCity would increase the conversion rate for a holder who elects to convert its convertible senior notes in connection with such a corporate event in certain circumstances.

Solar Asset-backed Notes

In November 2013, SolarCity pooled and transferred qualifying solar energy systems and the associated customer contracts into a special purpose entity, or SPE, and issued $54.4 million in aggregate principal of Solar Asset-backed Notes, Series 2013-1 with a scheduled maturity date of December 2026, backed by these solar assets to certain investors. The SPE is wholly-owned by SolarCity and is consolidated in SolarCity’s financial statements. Accordingly, SolarCity did not recognize a gain or loss on transfer of these solar assets. The Solar Asset-backed Notes were issued at a discount of 0.05%. The Solar Asset-backed Notes bear interest at a fixed rate of 4.80% per annum and have a final maturity date of November 20, 2038. The cash generated by these solar assets are used to service the monthly principal and interest payments on the Solar Asset-backed Notes and satisfy the SPE’s expenses, and any remaining cash is distributed to a wholly-owned subsidiary of SolarCity. SolarCity recognizes revenue earned from the associated customer contracts in accordance with SolarCity’s revenue recognition policy. The assets and cash generated by the qualifying solar energy systems are not available to the other creditors of SolarCity, and the creditors of the SPE, including the Solar Asset-backed Note holders, have no recourse to SolarCity’s other assets. SolarCity has contracted with the SPE to provide operations and maintenance services for the qualifying solar energy systems. In April 2014, SolarCity pooled and transferred qualifying solar energy systems and the associated customer contracts into a SPE and issued $70.2 million in aggregate principal of Solar Asset-backed Notes, Series 2014-1, backed by these solar assets to certain investors. The SPE is wholly owned by SolarCity and is consolidated in SolarCity’s financial statements. Accordingly, SolarCity did not recognize a gain or loss on the transfer of these solar assets. The Solar Asset-backed Notes were issued at a discount of 0.01%. The Solar Asset-backed Notes bear interest at a fixed rate of 4.59% per annum and have a final maturity date of April 20, 2044. The cash flows generated by these solar assets are used to service the monthly principal and interest payments on the Solar Asset-backed Notes and satisfy the SPE’s expenses, and any remaining cash is distributed to a subsidiary of SolarCity.

43

Table of Contents

SolarCity recognizes revenue earned from the associated customer contracts in accordance with SolarCity’s revenue recognition policy. The assets and cash flows generated by the qualifying solar energy systems are not available to the other creditors of SolarCity, and the creditors of the SPE, including the Solar Asset-backed Note holders, have no recourse to SolarCity’s other assets. SolarCity contracted with the SPE to provide operations and maintenance services for the qualifying solar energy systems.

In connection with the pooling of the assets that were transferred to the SPE in November 2013, SolarCity terminated a lease pass-through arrangement with an investor. The lease pass-through arrangement had been accounted for as a borrowing and any amounts outstanding from the arrangement were reported as lease pass-through financing obligation. The balance that was then outstanding under this arrangement recorded as a component of lease pass-through financing obligation was $56.4 million. SolarCity paid the investor an aggregate amount of $40.2 million and the balance is to be paid over time. The balance will be paid using the net cash flows generated by the same assets previously leased under the master lease arrangement, after payment of the principal and interest on the Solar Asset-backed Notes and expenses related to the assets and the notes, including asset management fees, custodial fees and trustee fees, and was contractually documented as a right to participate in future cash flows of the SPE. This right to participate in future residual cash flows generated by the assets of the SPE has been disclosed as a component of other liabilities and deferred credits for the noncurrent portion and as a component of accrued and other current liabilities for the current portion under the caption “participation interest.” The arrangement was terminated in furtherance of our financial strategy of monetizing our solar assets at the lowest cost of capital. SolarCity accounted for this right to participate in residual cash flows generated by the assets of the SPE as a liability because the investor has no voting or management rights in the SPE, the right would terminate upon the investor achieving a specified return and the investor has the option to put the right to SolarCity on a specified date for the amount necessary for the investor to achieve the specified return that would require SolarCity to settle the participation interest on a net basis in cash. In addition, under the terms of the right to receive residual cash flows generated by the assets of the SPE, SolarCity has the option to purchase the participation interest from the investor for the amount necessary for the investor to achieve the specified return.

As of June 30, 2014 and December 31, 2013, $120.9 million and $52.9 million, respectively, of all Solar Asset-backed Notes were outstanding, of which $115.0 million and $49.8 million, respectively, are included in the condensed consolidated balance sheets as non-current. As of June 30, 2014, the solar assets securitizing the Solar Asset-backed Notes had a carrying amount of $146.6 million and are included in our condensed consolidated balance sheets under solar energy systems, leased and to be leased – net. SolarCity was in compliance with all Solar Asset-backed Note covenants under these agreements as of June 30, 2014.

In July 2014, SolarCity pooled and transferred qualifying solar energy systems and the associated customer contracts into a SPE and issued two classes of Solar Asset-backed Notes: $160 million in aggregate principal of Series 2014-2, Class A and $41.5 million in aggregate principal of Series 2014-2, Class B. Each series of Solar Asset-backed Notes are backed by these solar assets and the rights of the SPE under a master lease with respect to such solar assets to certain investors. The SPE is wholly-owned by SolarCity and is consolidated in SolarCity’s financial statements. Accordingly, SolarCity did not recognize a gain or loss on transfer of these solar assets. The Series 2014-2, Class A Solar Asset-backed Notes bear interest at a fixed rate of 4.026% per annum, which represents a credit spread of 1.8% over the benchmark rate, and an anticipated repayment date of July 20, 2022. The Series 2014-2, Class B Solar Asset-backed Notes bear interest at a fixed rate of 5.45% per annum, which represents a credit spread of 3.224% over the benchmark rate, and an anticipated repayment date of July 20, 2022. The rent paid by the lessee of these solar assets is used (and, following the expiration of the master lease, the cash generated by these solar assets will be used) to service the monthly principal and interest payments on the Solar Asset-backed Notes and satisfy the SPE’s expenses, and any remaining cash is distributed to a wholly-owned subsidiary of SolarCity. SolarCity recognizes rent received under the associated master lease as a financial obligation and revenue earned from the associated customer contracts in accordance with SolarCity’s revenue recognition policy. The assets and cash generated by the master lease and the qualifying solar energy systems, are not available to the other creditors of SolarCity, and the creditors of the SPE, including the Solar Asset-backed Note holders, have no recourse to SolarCity’s other assets. SolarCity has contracted with the SPE to provide operations and maintenance services for the qualifying solar energy systems.

44

Table of Contents

Unused Borrowing Capacity

As of June 30, 2014, we had $327.5 million of unused borrowing capacity available under our debt agreements that could be drawn down without violating any covenants, as summarized in the following table (in thousands):

Additionally, as of June 30, 2014, we had a further $344.0 million of available financing under our Credit Facility for SolarStrong, referenced above.

45

Table of Contents

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of certain material U.S. federal income tax consequences expected to result from the purchase, ownership and disposition of the Solar Bonds by investors who acquire the Solar Bonds at original issuance for their “issue price” within the meaning of section 1273 of the Internal Revenue Code of 1286, as amended (“Code”) (the first price at which a substantial amount of the Solar Bonds are sold to investors for cash other than bond houses, brokers or similar persons or organizations acting in the capacity as underwriters, placement agents or wholesalers) and who hold the Solar Bonds as “capital assets” within the meaning of section 1221 of the Code (generally, property held for investment). This summary is based upon current provisions of the Code, applicable Treasury regulations, judicial authority and administrative interpretations and practice. Future legislation, Treasury regulations, administrative interpretations and practice and court decisions may affect the tax consequences described in this summary, possibly on a retroactive basis. We have not requested, and do not plan to request, any rulings from the Internal Revenue Service (the “IRS”) concerning the tax consequences described in this summary, and the statements set forth herein are not binding on the IRS or a court. Thus, we cannot assure you that the tax consequences described in this summary will not be challenged by the IRS or sustained by a court if so challenged.

The U.S. federal income tax treatment of a holder of a Solar Bond may vary depending upon such holder’s particular situation. Certain holders (including, but not limited to, banks and other financial institutions, real estate investment trusts, regulated investment companies, former citizens or permanent residents of the United States, controlled foreign corporations, passive foreign investment companies, individual retirement and other tax-deferred accounts, insurance companies, persons who mark-to-market the Solar Bonds for U.S. federal income tax purposes, partnerships or other pass-through entities or investors therein, brokers, dealers in securities or currencies, traders in securities, governmental organizations, tax-exempt entities, U.S. holders (as defined below) that have a functional currency other than the U.S. dollar, holders subject to the alternative minimum tax, and persons holding Solar Bonds as part of a “straddle,” “hedge,” “conversion transaction,” or other integrated transaction) may be subject to special tax rules not discussed below. This summary addresses only certain U.S. federal income tax consequences of the purchase, ownership and disposition of the Solar Bonds, and does not address any state, local or non-U.S. tax consequences, or any tax consequences under the estate, gift, or alternative minimum tax provisions of the Code.

PROSPECTIVE INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH REGARD TO THE PARTICULAR CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE SOLAR BONDS, INCLUDING THE APPLICATION AND EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX LAWS AND TAX TREATIES.

As used herein, the term “U.S. holder” means a beneficial owner of a Solar Bond that is or is treated for U.S. federal income tax purposes as:

As used herein, the term “non-U.S. holder” means any beneficial owner of a Solar Bond (other than a partnership or other pass-through entity) that is not a U.S. holder. If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) holds a Solar Bond, the tax treatment of a partner in the partnership with respect to the Solar Bond generally will depend upon the status of the partner and the activities of the partnership. If you are a partnership or a partner in a partnership holding a Solar Bond, you should consult your tax advisor regarding the tax consequences of the partnership’s purchase, ownership and disposition of a Solar Bond.

46

Table of Contents

Stated Interest

Unless the applicable prospectus supplement provides otherwise, interest payments on the Solar Bonds will constitute “qualified stated interest” as that term is defined in the immediately succeeding paragraph. Accordingly, interest on the Solar Bonds will be subject to tax to a U.S. holder as ordinary income at the time it accrues or is received, in accordance with the U.S. holder’s regular method of accounting for U.S. federal income tax purposes.

Original Issue Discount

Other than short-term Solar Bonds, discussed below, if we issue Solar Bonds at a discount from their stated redemption price at maturity, and the discount is equal to or more than the product of one-fourth of one percent (0.25%) of the stated redemption price at maturity of the Solar Bonds multiplied by the number of full years to their maturity, or in the case of amortizing Solar Bonds, their weighted average maturity, or the “de minimis amount,” the Solar Bonds will be “Original Issue Discount Solar Bonds.” The difference between the issue price and the stated redemption price at maturity of the Solar Bonds will be the “original issue discount,” or “OID.” As mentioned above, the “issue price” of the Solar Bonds will be the first price at which a substantial amount of the Solar Bonds are sold to the public. The “stated redemption price at maturity” will include all payments under the Solar Bonds other than payments of qualified stated interest. The term “qualified stated interest” generally means stated interest that is unconditionally payable in cash or property, other than debt instruments issued by the Issuer at least annually during the entire term of a Solar Bond at a single fixed interest rate or, subject to certain conditions, based on one or more interest indices.

If you invest in a Solar Bond that is issued at a discount that is less than the de minimis amount, or “de minimis OID”, you must include the de minimis OID in income as stated principal payments are made on the Solar Bond, unless you make the election described below to treat all interest as original issue discount. The amount includible in income with respect to each such payment can be determined by multiplying the total amount of a Solar Bond’s de minimis OID by a fraction, the numerator of which is the amount of the principal payment made and the denominator of which is the stated principal amount of the Solar Bond.

If you invest in an Original Issue Discount Solar Bond, you generally will be subject to the special tax accounting rules for original issue discount obligations provided by the Code and certain U.S. Treasury regulations. You should be aware that, as described in greater detail below, if you invest in an Original Issue Discount Solar Bond, you generally will be required to include original issue discount in ordinary gross income for U.S. federal income tax purposes as it accrues, although you may not yet have received the cash attributable to that income. In general, and regardless of whether you use the cash or the accrual method of tax accounting, if you are the holder of an Original Issue Discount Solar Bond with a maturity greater than one year, you will be required to include OID in income using a “constant-yield method.” As a result of this constant yield method of including OID income, the amounts you will be required to include in your gross income if you invest in an Original Issue Discount Solar Bond denominated in U.S. dollars generally will be lesser in the early years and greater in the later years than amounts that would be includible on a straight-line basis.

The amount of OID included in ordinary gross income is the sum of the “daily portions” of OID on that Solar Bond for all days during the taxable year that you own the Solar Bond. The daily portions of OID on an Original Issue Discount Solar Bond are determined by allocating to each day in any accrual period a ratable portion of the OID allocable to that period. If you are the initial holder of the Solar Bond, the amount of OID on an Original Issue Discount Solar Bond allocable to each accrual period is determined by: (i) multiplying the “adjusted issue price”, as defined below, of the Solar Bond at the beginning of the accrual period by a fraction, the numerator of which is the annual yield to maturity, as defined below, of the Solar Bond and the denominator of which is the number of accrual periods in a year. The “adjusted issue price” of an Original Issue Discount Solar Bond at the beginning of any accrual period will generally be the sum of its issue price, including any accrued interest, and the amount of OID allocable to all prior accrual periods, reduced by the amount of all payments other than any qualified stated interest payments on the Solar Bond in all prior accrual periods. All payments on an Original Issue Discount Solar Bond, other than qualified stated interest, will generally be viewed first as payments of previously accrued

47

Table of Contents

OID, to the extent of the previously accrued discount, with payments considered made from the earliest accrual periods first, and then as a payment of principal. The “annual yield to maturity” of a Solar Bond is the discount rate, appropriately adjusted to reflect the length of accrual periods that causes the present value on the issue date of all payments on the Solar Bond to equal the issue price.

Floating rate Solar Bonds generally will be treated as “variable rate debt instruments” under the OID Regulations. Accordingly, the stated interest on a Floating Rate Solar Bond generally will be treated as “qualified stated interest” and such a Solar Bond will not have OID solely as a result of the fact that it provides for interest at a variable rate. Both the “annual yield to maturity” and the qualified stated interest will be determined for these purposes as though the Solar Bond will bear interest in all periods at a fixed rate generally equal to the rate that would be applicable to interest payments on the Solar Bond on its date of issue or, in the case of some floating rate Solar Bonds, the rate that reflects the yield that is reasonably expected for the Solar Bond. Additional rules may apply if interest on a floating rate Solar Bond is based on more than one interest index. If a floating rate Solar Bond does not qualify as a “variable rate debt instrument,” the Solar Bond will be subject to special rules that govern the tax treatment of debt obligations that provide for contingent payments. We will provide a detailed description of the tax considerations relevant to U.S. holders of any such Solar Bonds in the applicable prospectus supplement.

Certain Original Issue Discount Solar Bonds may be redeemed prior to maturity, either at the option of the Issuer or at the option of the holder, or may have special repayment or interest rate reset features as indicated in the applicable prospectus supplement. Original Issue Discount Solar Bonds containing these features may be subject to rules that differ from the general rules discussed above. If you purchase Original Issue Discount Solar Bonds with these features, you should carefully examine the applicable prospectus supplement and consult your tax adviser about their treatment since the tax consequences of OID will depend, in part, on the particular terms and features of the Solar Bonds.

You generally may make an irrevocable election to include in income your entire return on a Solar Bond, under the constant yield method described above. If you purchase Solar Bonds at a premium or market discount and if you make this election, you will also be deemed to have made the election, discussed below under “Premium” and “Market Discount,” respectively, to amortize premium or to accrue market discount currently on a constant yield basis in respect of all other premium or market discount bonds that you hold.

Short-Term Solar Bonds

The rules described above will also generally apply to Original Issue Discount Solar Bonds with maturities of one year or less, or “short-term Solar Bonds”, but with some modifications. First, the OID rules treat none of the interest on a short-term Solar Bond as qualified stated interest, but treat a short-term Solar Bond as having OID. Thus, all short-term Solar Bonds will be Original Issue Discount Solar Bonds. Except as noted below, if you are a cash-basis holder of a short-term Solar Bond and you do not identify the short-term Solar Bond as part of a hedging transaction you will generally not be required to accrue OID currently, but you will be required to treat any gain realized on a sale, exchange or retirement of the Solar Bond as ordinary income to the extent such gain does not exceed the OID accrued with respect to the Solar Bond during the period you held the Solar Bond. You may not be allowed to deduct all of the interest paid or accrued on any indebtedness incurred or maintained to purchase or carry a short-term Solar Bond until the maturity of the Solar Bond or its earlier disposition in a taxable transaction. Notwithstanding the foregoing, if you are a cash-basis U.S. holder of a short-term note, you may elect to accrue OID on a current basis, in which case the limitation on the deductibility of interest described above will not apply. A U.S. holder using the accrual method of tax accounting and some cash method holders, including banks, securities dealers, certain types of pass-through entities, regulated investment companies and certain trust funds, generally will be required to include OID on a short-term Solar Bond in gross income on a current basis. OID will be treated as accruing for these purposes on a ratable basis or, at the election of the holder, on a constant yield basis based on daily compounding. Second, regardless of whether you are a cash-basis or accrual-basis holder, if you are the holder of a short-term Solar Bond you may elect to accrue any “acquisition discount” with respect to the Solar Bond on a current basis. Acquisition discount is the excess of the remaining redemption amount of the Solar Bond at the time of acquisition over the purchase price. Acquisition discount will be treated as accruing ratably or, at the election of the holder, under a constant yield method based on daily compounding. If you elect to accrue acquisition discount, the OID rules will not apply Finally, the market discount rules described below will not apply to short-term Solar Bonds.

48

Table of Contents

Premium

If you purchase a Solar Bond at a cost greater than the Solar Bond’s remaining redemption amount, you will be considered to have purchased the Solar Bond at a premium, and you may elect to amortize the premium as an offset to interest income, using a constant yield method, over the remaining term of the Solar Bond. If you make this election, it generally will apply to all debt instruments that you hold at the time of the election, as well as any debt instruments that you subsequently acquire. In addition, you may not revoke the election without the consent of the IRS. If you elect to amortize the premium, you will be required to reduce your tax basis in the Solar Bond by the amount of the premium amortized during your holding period. Original Issue Discount Solar Bonds purchased at a premium will not be subject to the OID rules described above. If you do not elect to amortize premium, the amount of premium will be included in your tax basis in the Solar Bond. Therefore, if you do not elect to amortize premium and you hold the Solar Bond to maturity, you generally will be required to treat the premium as capital loss when the Solar Bond matures.

Market Discount

If you purchase a Solar Bond at a price that is lower than the Solar Bond’s remaining redemption amount, or in the case of an Original Issue Discount Solar Bond, the Solar Bond’s adjusted issue price, by 0.25% or more of the remaining redemption amount, or adjusted issue price, multiplied by the number of remaining whole years to maturity, the Solar Bond will be considered to bear “market discount” in your hands. In this case, any gain that you realize on the disposition of the Solar Bond generally will be treated as ordinary interest income to the extent of the market discount that accrued on the Solar Bond during your holding period. In addition, you may be required to defer the deduction of a portion of the interest paid on any indebtedness that you incurred or continued to purchase or carry the Solar Bond. In general, market discount will be treated as accruing ratably over the term of the Solar Bond, or, at your election, under a constant yield method. You may elect to include market discount in gross income currently as it accrues, on either a ratable or constant yield basis, in lieu of treating a portion of any gain realized on a sale of the Solar Bond as ordinary income. If you elect to include market discount on a current basis, the interest deduction deferral rule described above will not apply. If you do make such an election, it will apply to all market discount debt instruments that you acquire on or after the first day of the taxable year to which such election applies and is revocable only with the consent of the IRS.

Medicare Surtax

Certain U.S. holders who are individuals, estates, or trusts are subject to a 3.8% Medicare surtax on the lesser of (1) the U.S. holder’s “net investment income” for the relevant taxable year and (2) the excess of the U.S. holder’s modified gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individual’s circumstances). A U.S. holder’s net investment income will generally include its gross interest income and its net gains from the disposition of the Solar Bonds, unless such interest payments or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). Prospective investors should consult their own tax advisors regarding the effect, if any, of this surtax on their investment in the Solar Bonds.

Sale, exchange, retirement or other taxable disposition of the Solar Bonds

In general, a U.S. holder will recognize capital gain or loss on the sale, exchange, retirement or other taxable disposition of a Solar Bond in an amount equal to the difference between:

A U.S. holder’s tax basis in a Solar Bond generally will equal the price paid for the Solar Bond (reduced by any cash payments received on the Solar Bond other than stated interest). Gain recognized by a non-corporate U.S. holder

49

Table of Contents

from the sale of a capital asset that has been held for more than one year may be eligible for reduced rates of U.S. federal income tax, whereas gain recognized by a non-corporate U.S. holder from the sale of a capital asset that has been held for one year or less generally will be subject to U.S. federal income tax at ordinary income tax rates. Gain recognized by a corporate U.S. holder from the sale of a capital asset will be subject to U.S. federal income tax at ordinary income tax rates, regardless of the corporation’s holding period. The deductibility of capital loss is subject to limitations.

Backup withholding and information reporting

Generally, we must report to the IRS the amount of payments of interest on and the proceeds of the sale or other disposition of the Solar Bonds, the name and address of the recipient, and the amount, if any, of tax withheld. These information reporting requirements apply even if no tax was required to be withheld, but they do not apply to U.S. holders that are exempt from the information reporting rules, such as corporations. In general, backup withholding (currently at a rate of 28%) will apply to payments received by a U.S. holder with respect to the Solar Bonds unless the U.S. holder is (i) a corporation or other exempt recipient and, when required, establishes an exemption or (ii) provides its correct taxpayer identification number, certifies that it is not currently subject to backup withholding and otherwise complies with the applicable requirements of the backup withholding rules. A U.S. holder that does not provide us with its correct taxpayer identification number may be subject to penalties imposed by the IRS.

Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules from a payment to a U.S. holder may be refunded or credited against the U.S. holder’s U.S. federal income tax liability, provided that the required information is furnished to the IRS in a timely manner.

50

Table of Contents

DESCRIPTION OF OUR PLATFORM

Overview

You will be able to purchase Solar Bonds directly from SolarCity through our Platform. The Solar Bonds will be issued in different series, with the maturity, interest rate and other terms of the series set forth in the prospectus and prospectus supplement for such series. Solar Bonds will be offered on our Platform only after a prospectus with respect to that series has been filed with the SEC.

You can obtain the prospectus and prospectus supplement on our Platform. This prospectus describes in general terms the Solar Bonds and the Solar Bond program, while the prospectus supplement for each series will describe features of the Solar Bonds unique to that series, including the pricing terms for such series. When you review the prospectus and prospectus supplement for a particular series of Solar Bonds on our Platform, you will see both the prospectus and prospectus supplement together, along with a plain English Q&A that is included in the front of the prospectus.

Any interested investor who accesses our Platform will be able to view the information on our Platform, including the information about the Solar Bonds. However, only if you have established an account through our Platform will you be able to purchase Solar Bonds. Prior to your purchasing of any Solar Bonds for a particular series, you must follow the steps outlined below.

Our Platform contains information about SolarCity, including links to our most recent annual report on Form 10-K, as amended, and subsequently filed Forms 10-Q, including amendments, and 8-K including, without limitation, the Current Report on Form 8-K filed on September 23, 2014 and the Risk Factors filed as Exhibit 99.2 thereto, as filed on the SEC’s EDGAR database. Our Platform also contains additional information about the Solar Bonds Program.

The initial URL for our Platform can be found at solarbonds.solarcity.com.

Establishing an Account

The first step to being able to purchase Solar Bonds under our Platform is for you to set up an account (a “Solar Bond Account”). In order to set up a Solar Bond Account, you need to do the following:

As part of these terms and conditions, you will be required to certify to us, among other things, that:

51

Table of Contents

By registering to purchase Solar Bonds, you will be deemed to represent and warrant to us, among other things, that:

You must agree to receive all notifications required by law or regulation or provided for by our Platform or the Indenture electronically at your last electronic address you provided to us. If you want to submit your purchase orders through your broker, you will not be able to submit purchase orders directly through our Platform.

After you have successfully registered with our Platform, you will receive a confirmation of your successful registration and may view available Solar Bond offerings. Please note that you are not obligated to submit a purchase order for any series of Solar Bonds in any offering simply because you have registered on our Platform.

The Solar Bonds may not be a suitable investment for you, even if you qualify to purchase Solar Bonds. Moreover, even if you qualify to purchase Solar Bonds in an offering and place a purchase order, you may not receive an allocation of Solar Bonds in our offering for a number of reasons described in this prospectus.

If you have difficulty opening an account or otherwise using our Platform, you may call a number listed on our Platform to speak with one of our customer service representatives. Customer service representatives will help you with technical and technology issues related to your use of our Platform. However, customer service representatives will not provide you with any investment advice, nor will they provide you with any information as to the Solar Bonds or any series of Solar Bonds, how much to invest in Solar Bonds, or the merits of investing or not investing in Solar Bonds.

Once you have created your account, you may transfer funds from your bank account into your investor account, as described in more detail below. See “Description of our Platform—Structure of Investor Accounts and Treatment of Your Balances.” You cannot purchase Solar Bonds until you have funds on deposit in your investor account.

How to Purchase Solar Bonds

Once you have opened an account, you can submit purchase orders by:

52

Table of Contents

You will not be able to purchase a Solar Bond unless you have completed all of the above steps.

In order for you to complete a purchase order for Solar Bonds, you must first have funds on deposit in your investor account sufficient to cover your purchase. Once you submit a purchase order to our Platform, your purchase order will constitute an offer to purchase Solar Bonds of the applicable series.

For purposes of the electronic order process at our Platform, the time as maintained on our Platform will constitute the official time of a purchase order. Purchase orders submitted on our Platform must be received before the termination of the offering period for the applicable series as specified in the applicable prospectus supplement and our Platform.

Platform Operation

Although our Platform has been subjected to testing to confirm its functionality and ability to handle numerous purchase orders and prospective investors, we cannot predict the response of our Platform to any particular issuance of Solar Bonds pursuant to this prospectus. You should be aware that if a large number of investors try to access our Platform at the same time and submit their purchase orders simultaneously, there may be a delay in receiving and/or processing your purchase order. You should also be aware that general communications and internet delays or failures unrelated to our Platform, as well as Platform capacity limits or failures may prevent purchase orders from being received on a timely basis by our Platform. We cannot guarantee you that any of your submitted purchase orders will be received, processed and accepted during the offering process.

In order for you to complete a purchase, you must have funds on deposit in your investor account in at least the amount of the purchase order. Orders are typically processed on the business day following the order. As a result, you may cancel orders placed Monday through Thursday prior to 11:59 PM (Pacific Time) on the day the order is placed, and you may cancel orders placed Friday through Sunday anytime before 11:59 PM (Pacific Time) on Sunday. You may not withdraw the amount of your purchase order from your account, unless the listing is withdrawn or cancelled. Once a purchase order is accepted and processed, it is irrevocable. See “Description of our Platform—Structure of Investor Accounts and Treatment of Your Balances” for more information.

Prior to submitting a purchase order, you will be required to acknowledge receipt of the offering documents for the series of Solar Bonds that you wish to purchase. In the case of an entity investor or financial intermediary, the prospective investor will be required to make representations regarding the authority of the signatory to enter into the agreement and make representations on behalf of the entity (and, in the case of a financial intermediary only, representations regarding compliance with the terms of the agreement that the financial intermediary has entered into with SolarCity).

Currently, the minimum purchase order that you may submit for any particular offering of Solar Bonds is $1,000, and there is no maximum purchase order that may be submitted, subject to availability. We may change the minimum or maximum purchase amount from time to time.

Structure of Investor Accounts and Treatment of Your Balances

SolarCity maintains and acts as the recordkeeper of a pooled account at Wells Fargo Bank to hold the funds for your and other investors’ benefit. This account is referred to as the “FBO account.” In order to submit purchase orders on any Solar Bond offerings, you must have sufficient funds in the FBO account. You can transfer funds into the FBO account by authorizing an electronic transfer using the Automated Clearing House, or ACH, network from the prospective investor’s designated and verified bank account to the FBO account, or by wire transfer of funds to the FBO account. All payments to fund purchases of Solar Bonds are made by deposit or wire transfer into the FBO account. Upon your request, we will transfer prospective investor funds in the FBO account to your designated and verified bank account by ACH or wire transfer, so long as your funds are not already committed to the future purchase of Solar Bonds.

53

Table of Contents

We will maintain records for you (which we refer to as a “Solar Bond Account”) detailing the amount of funds that are available to you for the purchase or Solar Bonds or for withdrawal. These Solar Bond Accounts allow SolarCity to track and report for each prospective investor the funds the prospective investor has transferred into and out of the FBO account, the funds the prospective investor has committed to purchase Solar Bonds, and the interest and principal payments that the prospective investor has received on outstanding Solar Bonds that it owns. You have no direct relationship with the bank holding the FBO Account by virtue of having a Solar Bond account or purchasing Solar Bonds on our Platform.

The FBO account is FDIC-insured on a “pass through” basis to the individual prospective investors, subject to applicable limits. This means that your balance is protected by FDIC insurance up to the aggregate per person limit established by the FDIC. Other funds you have on deposit with the same institution where the FBO account is maintained may count against the FDIC insurance limits. SolarCity will always maintain the FBO account with an FDIC member financial institution. Your funds may stay in the FBO account indefinitely and do not earn interest. SolarCity never commingles its assets with the assets in the FBO account.

54

Table of Contents

PLAN OF DISTRIBUTION

SolarCity will offer the Solar Bonds to eligible investors at 100% of their principal amount, unless otherwise specified in the prospectus supplement for the applicable series of Solar Bonds. The Solar Bonds will be offered only by SolarCity through solarbonds.solarcity.com (the “Platform”). Unless otherwise specified in the prospectus supplement for the applicable series of Solar Bonds, there will not be any underwriters or underwriting discounts or commissions paid on the Solar Bonds. Consequently, you may not receive the benefits typically negotiated by an underwriter or similar financial intermediary on behalf of purchasers of Solar Bonds in an underwritten or similarly negotiated offering.

We may sell Solar Bonds directly to the public at the offering price shown in the applicable prospectus supplement, or to brokers, dealers, financial intermediaries or similar parties (collectively, “intermediaries”), either as principal for their own account or as an agent on behalf of their customers. We may offer certain series of Solar Bonds at a discount or pay commissions to certain intermediaries, which we will describe in the applicable prospectus supplement. See “—Commissions and Discounts.”

Opening and Placing an Order for Solar Bonds Using our Platform

The specific details for opening and placing an order for Solar Bonds on our Platform are set forth above in the section “Description of our Platform.”

Date, Time and Location of Offering; Offering Restrictions; Financial Intermediary

SolarCity will offer and sell the Solar Bonds through our Platform at the time and for the period specified in the prospectus supplement for the applicable series.

In general, our Solar Bond offerings will be open to all registered prospective investors through their Solar Bond Accounts. However, offerings of certain series of Solar Bonds may be restricted to persons meeting certain qualifications, including but not limited to certain types of intermediaries. Any such restrictions and the manner of qualifying under those restrictions will be specified in the applicable prospectus supplement for such series of Solar Bonds. Qualification to purchase Solar Bonds in a given offering does not transfer over to any other offering conducted on our Platform. Therefore, registered prospective investors are required to review and acknowledge the terms of each offering every time they wish to submit a purchase order for such offering.

Each prospective investor will be solely responsible for making necessary arrangements to access or causing its broker-dealer to access our Platform for purposes of submitting purchase orders in a timely manner and in compliance with the requirements described in this prospectus and other offering documents, including any prospectus supplement.

We have no duty or obligation to register any prospective investor, to provide or ensure access to our Platform to any prospective investor or to qualify any person or entity for any offering of any series of Solar Bonds. We will not be responsible or liable for a prospective investor’s failure to register to submit a purchase order or failure to qualify for an offering, proper operation of our Platform, or for any delays or interruptions related to our Platform, including any consequential, special or other damages, except as required by applicable law.

Interested prospective investors may also submit purchase orders through their broker. Brokers and other financial intermediaries that wish to submit orders, either for their own account or on behalf of their customers, must first qualify and register at our Platform and enter into an agreement specific to financial intermediaries providing, among other things, that the financial intermediary is responsible for certain legal obligations. Each broker that submits purchase orders through our Platform will be required to establish and enforce client suitability standards, including eligibility, account status and size, to evaluate whether an investment in the Solar Bonds is appropriate for any particular investor. Each broker will individually apply its own standards in making that determination, but in each case those standards will be implemented in accordance with the applicable requirements and guidelines of the Financial Industry Regulatory Authority (“FINRA”). Interested investors who submit purchase orders through their broker will not be able to purchase Solar Bonds directly on our Platform. You should contact your brokerage firm to better understand how you may submit purchase orders in an offering of Solar Bonds.

55

Table of Contents

ERISA Considerations

Solar Bonds may not be purchased by investors who qualify as an ERISA Plan. However, certain financial intermediaries may purchase Solar Bonds on behalf of ERISA plans so long as the amount of Solar Bonds of any series acquired on behalf of ERISA plans accounts for less than 25% of the Solar Bonds of such series purchased by such intermediary on behalf of all of its customers.

Commissions and Discounts

The Solar Bonds may be sold to intermediaries, either as principal for their own account or as an agent on behalf of their customers. Such parties may also purchase Solar Bonds with a view toward reselling such Solar Bonds in the secondary market. Such parties may charge their customers or secondary purchasers commissions or mark-ups in connection with the purchase of such Solar Bonds. In addition, in certain offerings of Solar Bonds, we may sell Solar Bonds at a discount to certain intermediaries who purchase on behalf of customers or with a view toward resale, or we may pay commissions to such intermediaries. In such event, we will disclose the amounts of such discounts or commissions in the prospectus supplement for the applicable series of Solar Bonds. An intermediary acting as either principal or agent may be deemed to be an “underwriter” within the meaning of the Securities Act, and any such discounts or commissions received by it may be considered underwriting compensation.

Sale of Additional Solar Bonds

Notwithstanding any fixed or maximum principal amount of Solar Bonds specified in a prospectus supplement, we reserve, in our sole discretion, the right to offer and sell additional Solar Bonds of any series after completion of the offering of Solar Bonds of such series, to be issued concurrently with the Solar Bonds sold in such offering, as part of the same series and having the same terms and public offering price of the Solar Bonds offered and sold in such offering.

Settlement and Payment

We expect that settlement of all Solar Bonds with respect to an offering of Solar Bonds of a given series will take place one business day after an investor places a purchase order. Settlement will be the same day that we process your order. Upon settlement, the investor account of each investor that successfully submitted a purchase order will be debited by the amount of the successful purchase order, and SolarCity will register the purchased Solar Bonds in the name of investor on SolarCity’s books and records.

Secondary Trading

The Solar Bonds, when first issued, will not have an established trading market. Even if such a market develops, the Solar Bonds may not be actively traded. No assurance can be given as to the liquidity of the trading market for the Solar Bonds.

Material Developments

During the course of any offering of any series of Solar Bonds, you should monitor your relevant e-mail accounts, telephone and facsimile for notifications related to that offering, which may include:

56

Table of Contents

57

Table of Contents

LEGAL MATTERS

Certain legal matters relating to this offering will be passed upon for us by K&L Gates LLP, Washington, D.C.

58

Table of Contents

EXPERTS

The consolidated financial statements of SolarCity Corporation as of December 31, 2013 and 2012 and for each of the three years in the period ended December 31, 2013, incorporated by reference in this prospectus and registration statement, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

59

Table of Contents

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We are incorporating by reference in this prospectus the following documents which we have previously filed with the SEC under the File Number 1-13991:

In addition, we incorporate by reference into this prospectus any reports or documents that we file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the applicable offering under this prospectus. If anything in a report or document we file after the date of this prospectus changes anything in (or incorporated by reference in) it, this prospectus will be deemed to be changed by that subsequently filed report or document beginning on the date the report or document is filed.

We will provide to each person to whom a copy of this prospectus is delivered a copy of any or all of the information that has been incorporated by reference in this prospectus, but not delivered with this prospectus. We will provide this information at no cost to the requestor upon written or oral request addressed to SolarCity Corporation, 3055 Clearview Way, San Mateo, CA 94402, Attention: Investor Relations (Telephone: (650) 963-5920; email: investors@solarcity.com)

INFORMATION WE FILE

We file annual, quarterly and current reports, proxy statements and other materials with the SEC. The public may read and copy any materials we file, including the registration statement and all exhibits thereto, with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers (including us) that file electronically with the SEC. The address of that website is www.sec.gov.

You may also inspect our SEC reports and other information at our web site at www.solarcity.com. We do not intend for information contained in our web site to be part of this prospectus, other than documents that we file with the SEC that are incorporated by reference in this prospectus.

60

Table of Contents

PART II

Item 14. Other Expenses Of Issuance And Distribution.

The fees and expenses to be paid in connection with the distribution of the securities being registered hereby are estimated as follows:

Item 15. Indemnification Of Officers And Directors.

Our certificate of incorporation contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:

Our certificate of incorporation also provides that if Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by Delaware law, as it now exists or may in the future be amended, against all expenses and liabilities reasonably incurred for their service for or on our behalf. Our bylaws provide that we shall advance the expenses incurred by a director or officer in advance of the final disposition of an action or proceeding. The bylaws also authorize us to indemnify any of our employees or agents and permit us to secure insurance on behalf of any officer, director, employee or agent for any liability arising out of his or her action in that capacity, whether or not Delaware law would otherwise permit indemnification.

We have entered into indemnification agreements with each of our directors and executive officers and certain other key employees. The form of agreement provides that we will indemnify each of our directors,

II-1

Table of Contents

executive officers and such other key employees against any and all expenses incurred by that director, executive officer or other key employee because of his or her status as one of our directors, executive officers or other key employees, to the fullest extent permitted by Delaware law, our certificate of incorporation and our bylaws (except in a proceeding initiated by such person without board approval). In addition, the form agreement provides that, to the fullest extent permitted by Delaware law, we will advance all expenses incurred by our directors, executive officers and other key employees for a legal proceeding.

Item 16. Exhibits.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(i)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

II-2

Table of Contents

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be a seller to the purchaser and will be considered to offer to sell such securities to such purchaser:

II-3

Table of Contents

II-4

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Mateo, State of California, on October 15, 2014.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lyndon R. Rive and Brad W. Buss, and each of them, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement, and any and all amendments thereto (including post-effective amendments), and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on October 15, 2014.

II-5

Table of Contents

II-6

Table of Contents

EXHIBIT INDEX

II-7

---

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-3ASR’ Filing		Date		Other Filings
		7/20/22
		11/1/18
		12/31/16
		5/23/16
		6/7/15
Filed on / Effective on:		10/15/14		424B5,  8-K,  FWP
		10/6/14		3,  4,  8-K
		9/23/14		8-K
		6/30/14		10-Q,  10-Q/A,  4
		5/23/14		4,  8-K
		3/31/14		10-Q,  10-Q/A
		3/20/14		3,  4,  8-K
		2/20/14
		2/4/14		4,  8-K
		1/6/14		4
		12/31/13		10-K,  10-K/A,  NT 10-K
		12/13/13		4
		11/1/13		8-K
		6/7/13		8-K
		12/31/12		10-K
		12/31/11
		11/21/11
		12/31/10
		12/31/09
		8/20/96
				List all Filings

---

6 Subsequent Filings that Reference this Filing

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/29/24 Tesla, Inc. 10-K 12/31/23 116:14M Workiva Inc Wde… FA01/FA 1/31/23 Tesla, Inc. 10-K 12/31/22 125:30M Donnelley … Solutions/FA 5/02/22 Tesla, Inc. 10-K/A 12/31/21 12:2.6M ActiveDisclosure/FA 2/07/22 Tesla, Inc. 10-K 12/31/21 131:28M Donnelley … Solutions/FA 4/30/21 Tesla, Inc. 10-K/A 12/31/20 12:2.3M ActiveDisclosure/FA 2/08/21 Tesla, Inc. 10-K 12/31/20 149:31M ActiveDisclosure/FA

↑Top

---

Filing Submission 0001193125-14-371976   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

---

---

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Thu., Apr. 18, 9:31:06.2pm ET