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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/30/15 Solarcity Corp 10-Q 6/30/15 87:18M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 1.01M
2: EX-10.10K Material Contract HTML 82K
3: EX-10.16E Material Contract HTML 36K
4: EX-10.19 Material Contract HTML 948K
5: EX-10.19A Material Contract HTML 45K
6: EX-10.19B Material Contract HTML 1.00M
7: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 32K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 29K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 29K
60: R1 Document and Entity Information HTML 47K
47: R2 Condensed Consolidated Balance Sheets HTML 171K
58: R3 Condensed Consolidated Balance Sheets HTML 100K
(Parenthetical)
62: R4 Condensed Consolidated Statements of Operations HTML 108K
(Unaudited)
81: R5 Condensed Consolidated Statements of Cash Flows HTML 161K
49: R6 Organization HTML 32K
57: R7 Summary of Significant Accounting Policies and HTML 193K
Procedures
43: R8 Goodwill and Intangible Assets HTML 319K
33: R9 Selected Balance Sheet Components HTML 163K
82: R10 Indebtedness HTML 398K
64: R11 VIE Arrangements HTML 250K
63: R12 Financing Obligations HTML 35K
69: R13 Redeemable Noncontrolling Interests in HTML 43K
Subsidiaries
70: R14 Equity HTML 85K
67: R15 Equity Award Plans HTML 266K
71: R16 Income Taxes HTML 37K
59: R17 Related Party Transactions HTML 102K
61: R18 Commitments and Contingencies HTML 52K
66: R19 Basic and Diluted Net Loss Per Share HTML 120K
87: R20 Subsequent Events HTML 30K
77: R21 Summary of Significant Accounting Policies and HTML 227K
Procedures (Policies)
53: R22 Summary of Significant Accounting Policies and HTML 166K
Procedures (Tables)
65: R23 Goodwill and Intangible Assets (Tables) HTML 318K
55: R24 Selected Balance Sheet Components (Tables) HTML 163K
25: R25 Indebtedness (Tables) HTML 358K
78: R26 VIE Arrangements (Tables) HTML 246K
84: R27 Redeemable Noncontrolling Interests in HTML 40K
Subsidiaries (Tables)
37: R28 Equity (Tables) HTML 79K
36: R29 Equity Award Plans (Tables) HTML 266K
40: R30 Related Party Transactions (Tables) HTML 99K
41: R31 Basic and Diluted Net Loss Per Share (Tables) HTML 121K
44: R32 Organization - Additional Information (Detail) HTML 29K
23: R33 Summary of Significant Accounting Policies and HTML 94K
Procedures - Additional Information (Detail)
75: R34 Summary of Significant Accounting Policies and HTML 52K
Procedures - Assets and Liabilities Carried at
Fair Value on Recurring Basis (Detail)
51: R35 Summary of Significant Accounting Policies and HTML 32K
Procedures - Summary of the Activity of the Level
3 Contingent Consideration (Detail)
54: R36 Summary of Significant Accounting Policies and HTML 40K
Procedures - Schedule of Estimated Fair Values and
Carrying Values (Detail)
28: R37 Summary of Significant Accounting Policies and HTML 35K
Procedures - Summary of MyPower Deferred Revenue
Activity (Detail)
86: R38 Summary of Significant Accounting Policies and HTML 34K
Procedures - Summary of MyPower Deferred Cost
Activity (Detail)
17: R39 Summary of Significant Accounting Policies and HTML 30K
Procedures - Summary of MyPower Deferred Cost
Activity (Parenthetical) (Detail)
45: R40 Summary of Significant Accounting Policies and HTML 35K
Procedures - Schedule of Changes in Accrued
Warranty Balance (Detail)
80: R41 Goodwill and Intangible Assets - Summary of HTML 68K
Intangible Assets (Detail)
27: R42 Goodwill and Intangible Assets - Amortization HTML 40K
Expense for Identifiable Purchased Intangible
Assets (Detail)
35: R43 Goodwill and Intangible Assets - Additional HTML 32K
Information (Detail)
39: R44 Goodwill and Intangible Assets - Summary of HTML 52K
Expected Future Amortization Expense for
Intangible Assets (Detail)
48: R45 Selected Balance Sheet Components - Components of HTML 101K
Condensed Consolidated Balance Sheet (Detail)
22: R46 Selected Balance Sheet Components - Components of HTML 35K
Condensed Consolidated Balance Sheet
(Parenthetical) (Detail)
32: R47 Indebtedness - Summary of Debt (Detail) HTML 135K
19: R48 Indebtedness - Additional Information (Detail) HTML 248K
79: R49 VIE Arrangements - Summary of Number of Current HTML 51K
VIE Funds by Classification of Investor, the
Carrying Value, Total Investor Contributions
Received and Undrawn Investor Contributions
(Detail)
26: R50 VIE Arrangements - Additional Information (Detail) HTML 42K
76: R51 VIE Arrangements - Carrying Values of Assets and HTML 112K
Liabilities of Subsidiary in Consolidated Balance
Sheets (Detail)
29: R52 Financing Obligations - Additional Information HTML 32K
(Detail)
46: R53 Redeemable Noncontrolling Interests in HTML 46K
Subsidiaries - Activity of Redeemable
Noncontrolling Interests in Subsidiaries (Detail)
18: R54 Equity - Schedule of Changes in Total HTML 54K
Stockholders' Equity and Noncontrolling Interests
(Detail)
21: R55 Equity Award Plans - Additional Information HTML 75K
(Detail)
38: R56 Equity Award Plans - Summary of Stock Option HTML 79K
Activity (Detail)
24: R57 Equity Award Plans - Summary of Stock Option HTML 30K
Activity (Parenthetical) (Detail)
83: R58 Equity Award Plans - Summary of Fair Value of HTML 39K
Stock Options Granted Using Weighted-Average
Assumptions (Detail)
50: R59 Equity Award Plans - Summary of RSU Activity HTML 54K
(Detail)
68: R60 Equity Award Plans - Summary of Stock-Based HTML 40K
Compensation Expense Capitalized (Detail)
31: R61 Equity Award Plans - Summary of Stock-Based HTML 41K
Compensation Expense Recognized (Detail)
34: R62 Income Taxes - Additional Information (Detail) HTML 35K
74: R63 Related Party Transactions - Components of Related HTML 39K
Party Transactions (Detail)
72: R64 Related Party Transactions - Summary of Related HTML 43K
Party Balances (Detail)
52: R65 Commitments and Contingencies - Additional HTML 70K
Information (Detail)
73: R66 Basic and Diluted Net Loss per Share - Computation HTML 54K
of Company's Basic and Diluted Net Loss Per Share
(Detail)
30: R67 Basic and Diluted Net Loss per Share - Schedule of HTML 39K
Weighted-Average Outstanding Shares of Common
Stock Equivalents Excluded from Computation of
Diluted Net Loss Per Share (Detail)
56: R68 Subsequent Events - Additional Information HTML 36K
(Detail)
85: XML IDEA XML File -- Filing Summary XML 151K
20: EXCEL IDEA Workbook of Financial Reports XLSX 98K
11: EX-101.INS XBRL Instance -- scty-20150630 XML 4.72M
13: EX-101.CAL XBRL Calculations -- scty-20150630_cal XML 215K
14: EX-101.DEF XBRL Definitions -- scty-20150630_def XML 739K
15: EX-101.LAB XBRL Labels -- scty-20150630_lab XML 1.37M
16: EX-101.PRE XBRL Presentations -- scty-20150630_pre XML 1.08M
12: EX-101.SCH XBRL Schema -- scty-20150630 XSD 208K
42: ZIP XBRL Zipped Folder -- 0001564590-15-005816-xbrl Zip 230K
Exhibit 10.19a
CONFIDENTIAL TREATMENT REQUESTED
Certain portions of this document have been omitted pursuant to a request for Confidential Treatment and, where applicable, have been marked with “[***]” to indicate where omissions have been made. The confidential material has been filed separately with the Securities and Exchange Commission.
MAJORITY GROUP AGENT ACTION NO. 1
This MAJORITY GROUP AGENT ACTION NO. 1, dated as of May 18, 2015 (this “Consent”), is entered into among the undersigned in connection with that certain Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Loan Agreement”), by and among Megalodon Solar, LLC (the “Borrower”), SolarCity Corporation, a Delaware corporation, solely in its capacity as limited guarantor, the lenders from time to time party thereto, the group agents from time to time party thereto (collectively, the “Group Agents”), Bank of America, N.A., as the administrative agent (the “Administrative Agent”) and as the collateral agent, Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. As used in this Consent, capitalized terms which are not defined herein shall have the meanings ascribed to such terms in the Loan Agreement.
W I T N E S S E T H
WHEREAS, under the terms of Section 2.13(a) of the Loan Agreement, the Borrower shall have ten (10) Business Days from the initial Borrowing Date to enter into one or more Interest Rate Hedge Agreements in respect of the initial Borrowing;
WHEREAS, under the terms of Section 5.19(b) of the Loan Agreement, the Borrower has ten (10) Business Days from the Closing Date to obtain the [***] Tax Equity Required Consent (the “[***] Consent”) and fifteen (15) Business Days from the Closing Date to deliver an opinion of Wilson Sonsini Goodrich & Rosati in respect of the [***] Tax Equity Required Consent (“[***] WSGR Opinion”);
WHEREAS, the Borrower has requested that the Majority Group Agents consent to extend such deadline of the Interest Rate Hedge Agreements to June 19, 2015;
WHEREAS, the Borrower has requested that the Group Agents representing each of Bank of America, N.A., in its capacity as Committed Lender, Credit Suisse AG, Cayman Islands Branch, in its capacity as Committed Lender, and GIFS Capital Company LLC, in its capacity as Conduit Lender, consent to extend (i) such deadline of the [***] Consent to May 29, 2015 and (ii) such deadline of the [***] WSGR Opinion to June 5, 2015; and
WHEREAS, the Administrative Agent and the Majority Group Agents (including the Group Agents representing each of Bank of America, N.A. and Credit Suisse AG, Cayman
-1-Majority Group Agent Action No. 1
[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
Islands Branch, each in their capacity as Committed Lenders) are willing to grant such consents subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Consent.
(a)Pursuant to Section 9.14(a) of the Loan Agreement, the Majority Group Agents hereby agree (i) to extend the deadline under Section 2.13(a) of the Loan Agreement, with respect to the initial Borrowing only, to June 19, 2015 and (ii) that, notwithstanding anything in the Loan Agreement to the contrary, entering into any Interest Rate Protection Agreement shall not constitute a condition to any Borrowing prior to June 19, 2015 nor shall failure to enter into such Interest Rate Protection Agreements in connection with any such Borrowing constitute a Default or Event of Default; provided, that the Borrower shall enter into such Interest Rate Protection Agreements by June 19, 2015 with respect to any Borrowing made on or prior to such date.
(b)Pursuant to Section 9.14(a)(vii) of the Loan Agreement, the Group Agents representing each of Bank of America, N.A., in its capacity as Committed Lender, Credit Suisse AG, Cayman Islands Branch, in its capacity as Committed Lender, and GIFS Capital Company LLC, in its capacity as Conduit Lender, hereby agree to extend (i) the deadline of the [***] Consent to May 29, 2015 and (ii) the deadline of the [***] WSGR Opinion to June 5, 2015.
2.Miscellaneous.
(a)The consents provided in Section 1 hereof shall be applicable solely with respect to those matters expressly provided therein, and no other amendments, waivers or consents are given herein or may be otherwise construed or implied. This Consent shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto.
(b)Each of the Loan Agreement and the other Financing Documents is and shall remain unchanged and in full force and effect, and, except as expressly set forth herein, nothing contained in this Consent shall, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent or any of the other Secured Parties, or shall alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in each of the Loan Agreement and any other Financing Document.
(c)Incorporation by Reference. Sections 10.5 (Entire Agreement), 10.6 (Governing Law), 10.7 (Severability), 10.8 (Headings), 10.11 (Waiver of Jury Trial), 10.12 (Consent to Jurisdiction), 10.14 (Successors and Assigns) and 10.16 (Binding Effect; Counterparts) of the Loan Agreement are hereby incorporated by reference herein, mutatis mutandis.
-2-Majority Group Agent Action 1
[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
(d)Financing Document. This Consent shall be deemed to be a Financing Document.
(e)Acknowledgement. Each party hereto acknowledges that the terms of this Consent shall not constitute a course of dealing among the parties hereto.
[Signature Pages Follow]
-3-Majority Group Agent Action 1
[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by their duly authorized officers as of the day and year first above written.
MEGALODON SOLAR, LLC,
as Borrower
By: /s/ Brad Buss
Name: Brad Buss
Title: Treasurer
Majority Group Agent Action No 1
[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
BANK OF AMERICA, N.A., as a Group Agent
By: /s/ Sheikh Omer-Farooq
Name: Sheikh Omer-Farooq
Title: Director
Majority Group Agent Action No 1
[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
CREDIT SUISSE AG, NEW YORK BRANCH, as a Group Agent
By: /s/ Erin McCutcheon
Name: Erin McCutcheon
Title: Vice President
By: /s/ Patrick J. Hart
Name: Patrick J. Hart
Title: Vice President
Majority Group Agent Action No 1
[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
DEUTSCHE BANK AG, NEW YORK BRANCH, as a Group Agent
By: /s/ Vinod Mukani
Name: Vinod Mukani
Title: Director
By: /s/ Vanessa Lamort de Gail
Name: Vanessa Lamort de Gail
Title: Director
Majority Group Agent Action No 1
[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
Acknowledged:
bank of america, n.a., as
Administrative Agent
By: /s/ Darleen R. Parmelee
Name: Darleen R. Parmelee
Title: Vice President
Majority Group Agent Action No 1
[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 7/30/15 | |||
| For Period end: | 6/30/15 | |||
| 6/19/15 | ||||
| 6/5/15 | 8-K | |||
| 5/29/15 | ||||
| 5/18/15 | 4, 424B5, 8-K | |||
| 5/4/15 | 8-K | |||
| List all Filings | ||||
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