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Solarcity Corp – IPO: ‘S-1’ on 10/5/12 – ‘CORRESP’

On:  Friday, 10/5/12, at 4:08pm ET   ·   Private-to-Public:  Document  –  Release Delayed to:  1/15/13   ·   Accession #:  1193125-12-416770   ·   File #:  333-184317

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

10/05/12  Solarcity Corp                    S-1¶                  34:34M                                    Donnelley … Solutions/FA

Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)               HTML   2.21M 
34: CORRESP   ¶ Comment-Response or Other Letter to the SEC         HTML      8K 
 2: EX-3.3      Amended and Restated Certificate of Incorporation   HTML    109K 
                of the Registrant                                                
 3: EX-3.4      Amended and Restated Bylaws of the Registrant       HTML    111K 
 4: EX-4.2      Form of Warrant to Purchase Series E Preferred      HTML     55K 
                Stock                                                            
 5: EX-4.3      Form of Warrant to Purchase Series F Preferred      HTML     97K 
                Stock                                                            
 6: EX-4.4      Seventh Amended and Restated Investor's Rights      HTML    156K 
                Agreement                                                        
 7: EX-10.1     Form of Indemnification Agreement for Directors     HTML     92K 
                and Executive Officers                                           
25: EX-10.10    Credit Agreement                                    HTML   1.25M 
 8: EX-10.2     2007 Stock Plan and Form of Agreements Used         HTML    206K 
                Thereunder                                                       
 9: EX-10.3     2012 Equity Incentive Plan and Form of Agreements   HTML    148K 
                Used Thereunder                                                  
10: EX-10.4     2012 Employee Stock Purchase Plan and Form of       HTML     85K 
                Agreements Used Thereunder                                       
11: EX-10.5     Office Lease Agreement                              HTML    286K 
12: EX-10.5A    First Amendment to Lease                            HTML     27K 
13: EX-10.5B    Second Amendment to Lease                           HTML     39K 
14: EX-10.6     Term Loan Agreement                                 HTML    220K 
15: EX-10.6A    First Amendment to Term Loan Agreement              HTML     33K 
16: EX-10.6B    Second Amendment to Term Loan Agreement             HTML     19K 
17: EX-10.6C    Third Amendment to Term Loan Agreement              HTML     27K 
18: EX-10.6D    Fourth Amendment and Waiver to Term Loan Agreement  HTML     22K 
19: EX-10.7     Revolving Credit Agreement                          HTML    362K 
20: EX-10.7A    First Amendment to Revolving Credit Agreement       HTML     19K 
21: EX-10.7B    Second Amendment to Revolving Credit Agreement      HTML     28K 
22: EX-10.7C    Third Amendment and Waiver to Revolving Credit      HTML     25K 
                Agreement                                                        
23: EX-10.8     Credit Agreement                                    HTML    413K 
24: EX-10.9     Offer Letter                                        HTML     29K 
26: EX-21.1     List of Subsidiaries                                HTML     17K 
27: EX-23.1     Consent of Independent Registered Public            HTML     12K 
                Accounting Firm                                                  
28: EX-99.1     Draft Registration Statement on Form S-1            HTML   1.69M 
                Confidentially Filed on April 26, 2012                           
29: EX-99.2     Draft Registration Statement on Form S-1            HTML   2.02M 
                Confidentially Filed on June 21, 2012                            
30: EX-99.3     Draft Registration Statement on Form S-1            HTML   2.05M 
                Confidentially Filed on July 20, 2012                            
31: EX-99.4     Draft Registration Statement on Form S-1            HTML   2.15M 
                Confidentially Filed on August 15, 2012                          
32: EX-99.5     Draft Registration Statement on Form S-1            HTML   2.16M 
                Confidentially Filed on August 30, 2012                          
33: EX-99.6     Draft Registration Statement on Form S-1            HTML   2.17M 
                Confidentially Filed on Sept 19, 2012                            


Delayed-Release ‘CORRESP’   —   Comment-Response or Other Letter to the SEC


This is an HTML Document rendered as filed.  [ Alternative Formats ]



  SEC Letter  

October 5, 2012

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Attention: Jay Ingram
   Nudrat Salik
   Rufus Decker

 

  Re: SolarCity Corporation – Registration Statement on Form S-1 (the “Registration Statement”)

Ladies and Gentlemen:

On behalf of SolarCity Corporation, a Delaware corporation (the “Company”), pursuant to the Securities Act of 1933, as amended (the “Act”), and Regulation S-T promulgated thereunder, we hereby transmit for filing via EDGAR the Company’s Registration Statement with copies of exhibits thereto for the purpose of registering the offer and sale of shares of the Company’s Common Stock. Manually executed signature pages and consents have been signed prior to the time of this electronic filing and will be retained by the Company for five years.

Pursuant to Rule 457(o) of Regulation C, the Company has computed the fee due on the basis of the maximum aggregate offering price. Pursuant to Rule 13(e) of Regulation S-T, a wire transfer in the amount of $27,450.50 was submitted to the Commission’s lock-box in connection with this filing.

Pursuant to Rule 461(a) of Regulation C, on behalf of the Company and the managing underwriters named in the section “Underwriting” of the prospectus included within the Registration Statement, the Company and such managing underwriters inform the staff of the Securities and Exchange Commission that the Company and such managing underwriters may orally request acceleration of the effective date of the Registration Statement, and that the Company and such underwriters are aware of their respective obligations under the Act.


Securities and Exchange Commission

October 5, 2012

Page 2

 

Please direct any questions with respect to the Registration Statement to the undersigned at (650) 320-4658 or sbernard@wsgr.com, or to Seth R. Weissman, the Company’s Vice President, General Counsel and Secretary, at (650) 963-5826 or sweissman@solarcity.com.

Very truly yours,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Steven V. Bernard

Steven V. Bernard

 

cc: Lyndon Rive, SolarCity Corporation
   Robert D. Kelly, SolarCity Corporation
   Seth R. Weissman, SolarCity Corporation
   Thomas J. Ivey, Skadden, Arps, Slate, Meagher & Flom LLP

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-1’ Filing    Date    Other Filings
Filed on:10/5/12CORRESP
 List all Filings 


7 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
11/30/12  SEC                               UPLOAD10/04/17    1:163K Solarcity Corp.
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Filing Submission 0001193125-12-416770   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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