SolarCity Corporation (Nasdaq: SCTY) (“SolarCity” or the “Company”) today announced that it intends to offer and sell, subject to market and other conditions, $175 million aggregate principal amount (or up to an aggregate of $201.25 million aggregate principal amount if the underwriters of such offering exercise their over-allotment option in full) of its Convertible Senior Notes due 2018 (the “Notes”) in a registered public offering (the “Notes Offering”).
The Notes will be convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The interest rate, conversion rate and other terms of the Notes will be determined at the time of pricing of the offering.
The Company intends to use the net proceeds received from the Notes Offering for general corporate purposes, which includes working capital, capital expenditures, potential acquisitions and strategic transactions.
Concurrently with the Notes Offering, the Company intends to lend to Goldman Sachs Financial Markets, L.P. (“GSFM”), an affiliate of Goldman, Sachs & Co., under a share lending agreement it expects to enter into with GSFM, up to 2,800,000 shares of Common Stock (the “Borrowed Shares”), which Borrowed Shares the Company intends to offer through Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated in a registered public offering (the “Borrowed Shares Offering”). The Company is entering into the share lending agreement to facilitate the Notes Offering. The Company will not receive any proceeds from the Borrowed Shares Offering, but the Company will receive a nominal lending fee from GSFM for the use of the Borrowed Shares, which the Company intends to use for general corporate purposes.
The Borrowed Shares Offering is contingent upon the successful completion of the Notes Offering, and the Notes Offering is contingent upon the successful completion of the Borrowed Shares Offering.