Vivint Solar Prepares to Light Up $200M Share Sale

NEW YORK (The Deal) -- Vivint Solar, the Provo, Utah-based solar-energy provider majority-owned by the Blackstone Group (BX) will raise $200 million in an initial public offering, the company revealed late Tuesday in an S-1 filing.

Vivint Solar is separate from Vivint Inc., the home automation and security company that Blackstone acquired in a 2012 $2 billion deal; a person familiar with the deal declined to specify when the spin-out took place, saying only that the two were "sister companies" and separate at the time of Blackstone's investment.

Vivint Solar will list on the New York Stock Exchange under the ticker symbol VSLR. Vivint Solar is following its biggest competitor, Solar City (SCTY) into the public markets; Solar City debuted in late 2012, and its shares have risen by nearly 500% since.

Vivint Solar is led by CEO and president Greg Butterfield, who was installed in that role in 2013 after Blackstone's 2012 buyout. Before Butterfield, Vivint Solar was led by both ex-Vivint executive Tanguy Serra, as well as Todd Pedersen, who remains as CEO of Vivint Inc.

Vivint Solar has undergone a number of C-suite transitions under Blackstone's ownership. Before Butterfield assumed the CEO role, Serra, who was the company's CFO, held the Vivint Solar CEO position briefly in 2013, only to step down a few months later. There is no explanation online from Vivint regarding Pedersen's departure, or Serra's installation as the CEO.

Vivint Solar's federal filing states Serra held the CEO role from late January 2013 until April 1, 2013.

Pedersen is still listed in the federal filing as a director with the company. Serra has since decamped to Vivint Solar's biggest solar panel installing competitor, Solar City, where he became COO earlier this year.

Vivint Solar did not respond to a request for comment.

According to the filing submitted to the Securities and Exchange Commission, Vivint Solar lost more than $75 million on revenue of about $10 million for the first six months of 2014. That does mark an improvement, however, as the company lost $22.7 million in the first six months of 2013.

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The company posted a net loss of about $56.5 million for 2013, and it lost $3.3 million for 2012, the filing stated.

While majority-owned by Blackstone, the company also counts private equity firm Summit Partners among stakeholders, the S-1 stated. Vivint Solar's IPO filing did not reveal the size of the stakes, but when Blackstone bought into the parent in 2012, it spent $2 billion on the transaction, which included $1.3 billion in financing. Blackstone acquired its stake in Vivint Inc. through 313 Acquisition LLC, a limited liability company backed by Blackstone's sixth fund.

In 2013, Vivint Inc. arranged $540 million in financing from a pair of undisclosed financial institutions; that came after a $200 million "tax equity funding," the company said on its Web site. A source said that all of this debt is only applicable to the parent company, and that Vivint Solar will debut on public markets carrying only "small [debt] facilities."

According to the company's filing, it has about $18.5 million available to it of about $75 million. Vivint Solar said, however, in its S-1: "We may incur substantially more debt or take other actions that could restrict our ability to pursue our business strategies."

The offering is being led by bookrunners Bank of America Merrill Lynch (BAC) , Goldman Sachs (GS) and Credit Suisse Securities (CS) . Other book-running managers include Barclays Capital, Deutsche Bank Securities (DB) , Citigroup Global Markets (C) and Morgan Stanley (MS) .

Before the Blackstone buyout, Vivint Inc. also did a debt financing deal with Goldman that provided it with $565 million in 2011. Peterson Partners LP and Jupiter Partners also invested in Vivint Inc. before the Blackstone deal. Vivint Solar is going public under the Jobs Act as an "emerging growth company," it said in the S-1.

This year, for its solar division, Vivint Solar acquired Solmetric Corp. for undisclosed terms. Other deals made by Vivint Inc. were intended to support the parent company.

The source who spoke with The Deal said that, for now, Vivint Inc. has no immediate exit plans, but the company may opt for an IPO of its own, which would put the company on public markets with competitors including ADT Corp.

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