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Solarcity Corp – ‘8-K’ for 3/19/15

On:  Thursday, 3/19/15, at 5:03pm ET   ·   For:  3/19/15   ·   Accession #:  1564590-15-1843   ·   File #:  1-35758

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

 3/19/15  Solarcity Corp                    8-K:1,9     3/19/15    7:737K                                   ActiveDisclosure/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     46K 
 2: EX-4.2      EX-4.2 12th Indenture Supplement and Note           HTML     94K 
 3: EX-4.3      EX-4.3 13th Indenture Supplement and Note           HTML     92K 
 4: EX-4.4      EX-4.4 14th Indenture Supplement and Note           HTML     95K 
 5: EX-4.5      EX-4.5 15th Indenture Supplement and Note           HTML     92K 
 6: EX-4.6      EX-4.6 16th Indenture Supplement and Note           HTML     93K 
 7: EX-5.1      EX-5.1 Legality Opinion                             HTML     31K 


8-K   —   Current Report


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 19, 2015

 

SolarCity Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-35758

 

02-0781046

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer

Identification No.)

3055 Clearview Way

San Mateo, California 94402

(Address of principal executive offices, including zip code)

(650) 638-1028

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o

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

o

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

o

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

o

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

 

 

 

 

 


 

Item 1.01

Entry Into a Material Definitive Agreement.

On March 19, 2015, SolarCity Corporation (the “Company”) issued the following new series of Solar Bonds (the “Offered Series”) through Incapital LLC (the “Distribution Agent”) pursuant to the previously announced Solar Bond Program and the distribution agreement entered into by and between the Company and the Distribution Agent on March 9, 2015. The offering period for the Offered Series began on March 9, 2015 and closed on March 16, 2015.  The principal amount of Solar Bonds sold by the Company in each Offered Series is set forth in the table below.  In addition, the Solar Bonds of each Offered Series will mature on the date and bear interest at a rate, as set forth in the table below.

 

Title of Series of Solar Bonds

 

CUSIP

 

Maturity Date

 

Interest
Rate

 

Principal Amount Issued

 

1.60% Solar Bonds, Series 2015/C1-1

 

83417KAA6

 

 

March 19, 2016

 

1.60

%

 

$

171,000

 

2.60% Solar Bonds, Series 2015/C2-3

 

83417KAB4

 

 

March 19, 2018

 

2.60

%

 

$

105,000

 

3.60% Solar Bonds, Series 2015/C3-5

 

83417KAC2

 

 

March 19, 2020

 

3.60

%

 

$

2,800,000

 

4.70% Solar Bonds, Series 2015/C4-10

 

83417KAD0

 

 

March 19, 2025

 

4.70

%

 

$

394,000

 

5.45% Solar Bonds, Series 2015/C5-15

 

83417KAE8

 

 

March 19, 2030

 

5.45

%

 

$

252,000

 

The Solar Bonds in each Offered Series were issued pursuant to an indenture, dated as of October 15, 2014 (the “Base Indenture), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, dated as of March 19, 2015, by and between the Company and the Trustee, related to such Offered Series (each, a “Supplemental Indenture and together with the Base Indenture, the Indenture).

The Solar Bonds of each Offered Series are senior unsecured obligations of the Company.  In addition, the occurrence of certain events will result in an “Event of Default” with respect to each Offered Series, which may result in the acceleration of the maturity of such Offered Series.  For a description of (i) the ranking of the Offered Series as compared to other indebtedness of the Company, (ii) the types of events that would give rise to an Event of Default, and (iii) the rights of the Trustee or holders upon the occurrence of an Event of Default, see “Item 1.01. Entry into a Material Definitive Agreement ‒ Solar Bonds Program” in our Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on October 15, 2014.  The description of these terms in such previously filed Form 8-K is specifically incorporated by reference herein.

The summary of the Solar Bonds offering discussed above is qualified in its entirety by reference to the text of the Base Indenture and each Supplemental Indenture, and the related forms of Solar Bonds, which are included as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10 and 4.11 hereto and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits:

 

Exhibit No.

 

Description

  4.1

 

Indenture, dated as of October 15, 2014, by and between the Company and the Trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Form S-3 (File No. 333-199321), filed with the Securities and Exchange Commission on October 15, 2014).

  4.2

 

Twelfth Supplemental Indenture, dated as of March 19, 2015, by and between the Company and the Trustee, related to the Company’s 1.60% Solar Bonds, Series 2015/C1-1.

  4.3

 

Thirteenth Supplemental Indenture, dated as of March 19, 2015, by and between the Company and the Trustee, related to the Company’s 2.60% Solar Bonds, Series 2015/C2-3.

  4.4

 

Fourteenth Supplemental Indenture, dated as of March 19, 2015, by and between the Company and the Trustee, related to the Company’s 3.60% Solar Bonds, Series 2015/C3-5.

  4.5

 

Fifteenth Supplemental Indenture, dated as of March 19, 2015, by and between the Company and the Trustee, related to the Company’s 4.70% Solar Bonds, Series 2015/C4-10.

  4.6

 

Sixteenth Supplemental Indenture, dated as of March 19, 2015, by and between the Company and the Trustee, related to the Company’s 5.45% Solar Bonds, Series 2015/C5-15.

  4.7

 

Form of 1.60% Solar Bonds, Series 2015/C1-1 (included in Exhibit 4.2 hereto).

  4.8

 

Form of 2.60% Solar Bonds, Series 2015/C2-3 (included in Exhibit 4.3 hereto).

  4.9

 

Form of 3.60% Solar Bonds, Series 2015/C3-5 (included in Exhibit 4.4 hereto).

  4.10

 

Form of 4.70% Solar Bonds, Series 2015/C4-10 (included in Exhibit 4.5 hereto).

  4.11

 

Form of 5.45% Solar Bonds, Series 2015/C5-15 (included in Exhibit 4.6 hereto).

  5.1

 

Opinion of K&L Gates LLP, relating to the validity of the Offered Series.

23.1

 

Consent of K&L Gates LLP (included in Exhibit 5.1).

 

 

 

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

SolarCity Corporation

 

 

 

 

 

 

 

By:

 

/s/ Brad W. Buss

 

 

 

 

 

Brad W. Buss

Date: March 19, 2015

 

 

 

 

Chief Financial Officer

 

 

 

 


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

  4.1

 

Indenture, dated as of October 15, 2014, by and between the Company and the Trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Form S-3 (File No. 333-199321), filed with the Securities and Exchange Commission on October 15, 2014).

  4.2

 

Twelfth Supplemental Indenture, dated as of March 19, 2015, by and between the Company and the Trustee, related to the Company’s 1.60% Solar Bonds, Series 2015/C1-1.

  4.3

 

Thirteenth Supplemental Indenture, dated as of March 19, 2015, by and between the Company and the Trustee, related to the Company’s 2.60% Solar Bonds, Series 2015/C2-3.

  4.4

 

Fourteenth Supplemental Indenture, dated as of March 19, 2015, by and between the Company and the Trustee, related to the Company’s 3.60% Solar Bonds, Series 2015/C3-5.

  4.5

 

Fifteenth Supplemental Indenture, dated as of March 19, 2015, by and between the Company and the Trustee, related to the Company’s 4.70% Solar Bonds, Series 2015/C4-10.

  4.6

 

Sixteenth Supplemental Indenture, dated as of March 19, 2015, by and between the Company and the Trustee, related to the Company’s 5.45% Solar Bonds, Series 2015/C5-15.

  4.7

 

Form of 1.60% Solar Bonds, Series 2015/C1-1 (included in Exhibit 4.2 hereto).

  4.8

 

Form of 2.60% Solar Bonds, Series 2015/C2-3 (included in Exhibit 4.3 hereto).

  4.9

 

Form of 3.60% Solar Bonds, Series 2015/C3-5 (included in Exhibit 4.4 hereto).

  4.10

 

Form of 4.70% Solar Bonds, Series 2015/C4-10 (included in Exhibit 4.5 hereto).

  4.11

 

Form of 5.45% Solar Bonds, Series 2015/C5-15 (included in Exhibit 4.6 hereto).

  5.1

 

Opinion of K&L Gates LLP, relating to the validity of the Offered Series.

23.1

 

Consent of K&L Gates LLP (included in Exhibit 5.1).

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
3/19/30
3/19/25
3/19/20
3/19/18
3/19/16
Filed on / For Period End:3/19/15
3/16/15424B5
3/9/154,  424B5,  8-K,  FWP
10/15/14424B5,  8-K,  FWP,  S-3ASR
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