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.
Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated will act as underwriters for the Notes Offering and the Borrowed Shares Offering.Each of the Notes Offering and the Borrowed Shares Offering may be made only by means of a prospectus. When available, copies of the prospectuses for each of the Notes Offering and the Borrowed Shares Offering may be obtained from Goldman, Sachs & Co., via telephone: (866) 471-2526; facsimile: (212) 902-9316; email: email@example.com; or standard mail at Goldman, Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, NY 10282-2198; from Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, New York 10010 (email address: firstname.lastname@example.org), or by telephone at 1-800-221-1037; or from BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn: Prospectus Department or by emailing email@example.com. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes, the Borrowed Shares or any other securities, nor will there be any sale of the Notes, the Borrowed Shares or any other securities in any state or jurisdiction in which such an offer, solicitation or sale is not permitted. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. Cautionary Note Regarding Forward-Looking Statements This news release includes “forward-looking statements” within the meaning of the securities laws. The statements in this news release regarding SolarCity’s current expectations and beliefs as to the consummation of the Notes Offering and the Borrowed Shares Offering, as well as other statements that are not historical facts, are forward-looking statements. Forward-looking statements are estimates and projections reflecting management’s judgment based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. All information set forth in this release is as of June 18, 2013. SolarCity does not intend, and undertakes no duty, to update this information to reflect future events or circumstances. Risk factors and uncertainties that may cause actual results to differ materially from expected results include, among others, our ability to successfully complete the proposed Notes Offering and Borrowed Shares Offering. Information about certain other potential factors that could affect our business and financial results and cause actual results to differ materially from those expressed or implied in any forward-looking statements are included from time to time in our filings with the Securities and Exchange Commission, including Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2012 and Part II, Item 1A “Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.