Item 8.01. Other Events.
On July 6, 2020, Sunrun Inc., a Delaware corporation ("Sunrun") and Vivint
Solar, Inc., a Delaware corporation ("Vivint Solar") issued a joint press
release announcing their entry into an Agreement and Plan of Merger, dated
July 6, 2020, (the "Merger Agreement"), by and among Sunrun, Viking Merger Sub,
Inc,, a Delaware corporation and direct wholly owned subsidiary of Sunrun, and
Vivint Solar. Pursuant to the Merger Agreement, Sunrun will acquire Vivint Solar
in an all-stock transaction. A copy of the joint press release is filed as
Exhibit 99.1 and is incorporated herein by reference.
On July 7, 2020, in connection with the announcement of the Merger Agreement,
Sunrun and Vivint Solar intend to hold a joint conference call available to
investors and the public. Details for accessing the conference call can be found
in the press release filed as Exhibit 99.1 and incorporated herein by reference.
A presentation (the "Investor Presentation") for reference during the call is
filed as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press release, dated July 6, 2020
99.2 Investor Presentation, dated July 6, 2020
104 Cover Page Interactive Date File (embedded within the Inline XBRL
document)
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 including, but not limited to,
statements based upon or relating to Sunrun's and Vivint Solar's expectations or
predictions of future financial or business performance or conditions.
Forward-looking statements generally relate to future events or future financial
or operating performance. In some cases, you can identify forward-looking
statements by terms such as "may," "will," "should," "would," "expects,"
"plans," "anticipates," "could," "intends," "target," "projects,"
"contemplates," "believes," "estimates," "predicts," "potential," "will be,"
"will likely result" or "continue" or the negative of these words or other
similar terms or expressions that concern our expectations, strategy, plans or
intentions. Forward-looking statements may include, but are not limited to,
statements concerning the expected benefits of the transaction; cost synergies
and opportunities resulting from the transaction; Sunrun's leadership position
in the industry; the availability of rebates, tax credits and other financial
incentives including solar renewable energy certificates, or SRECs, and federal
and state incentives; regulations and policies related to net metering and
interconnection limits or caps and decreases to federal solar tax credits;
determinations by the Internal Revenue Service of the fair market value of
Sunrun's and Vivint Solar's solar energy systems; changes in regulations,
tariffs and other trade barriers and tax policy; the retail price of
utility-generated electricity or electricity from other energy sources; federal,
state and local regulations and policies governing the electric utility industry
and developments or changes with respect to such regulations and policies; the
ability of Sunrun and Vivint Solar to manage their supply chains (including the
availability and price of solar panels and other system components and raw
materials) and distribution channels and the impact of natural disasters and
other events beyond their control; the ability of Sunrun and Vivint Solar and
their industry to manage recent and future growth, product offering mix, and
costs (including, but not limited to, equipment costs) effectively, including
attracting, training and retaining sales personnel and solar energy system
installers; Sunrun's and Vivint Solar's strategic partnerships and expected
benefits of such partnerships; the sufficiency of Sunrun's and Vivint Solar's
cash, investment fund commitments and available borrowings to meet anticipated
cash needs; the need and ability of Sunrun and Vivint Solar to raise capital,
refinance existing debt and finance their respective obligations and solar
energy systems from new and existing investors; the potential impact of interest
rates on Sunrun's and Vivint Solar's interest expense; the course and outcome of
litigation and investigations and the ability of Sunrun and Vivint Solar to
consummate the transactions contemplated by the definitive transaction agreement
in a timely manner or at all. These statements are not guarantees of future
performance; they reflect Sunrun's and Vivint Solar's current views with respect
to future events and are based on assumptions and estimates and subject to known
and unknown risks, uncertainties and other factors that may cause actual
results, performance or achievements to be materially different from
expectations or results projected or implied by forward-looking statements.
These risks include, but are not limited to: the occurrence of any event, change
or other circumstances that could give rise to the termination of the definitive
transaction agreement or the failure to satisfy the closing conditions; the
possibility that the consummation of the proposed transactions is delayed or
does not occur, including the failure of the parties' stockholders to approve
the proposed transactions; uncertainty regarding the timing of the receipt of
required regulatory approvals for the merger and the possibility that the
parties may be required to accept conditions that could reduce or eliminate the
anticipated benefits of the merger as a condition to obtaining regulatory
approvals or that the required regulatory approvals might not be
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obtained at all; the outcome of any legal proceedings that have been or may be
instituted against the parties or others following announcement of the
transactions contemplated by the definitive transaction agreement; challenges,
disruptions and costs of closing, integrating and achieving anticipated
synergies, or that such synergies will take longer to realize than expected;
risks that the merger and other transactions contemplated by the definitive
transaction agreement disrupt current plans and operations that may harm the
parties' businesses; the amount of any costs, fees, expenses, impairments and
charges related to the merger; uncertainty as to the effects of the announcement
or pendency of the merger on the market price of the parties' respective common
stock and/or on their respective financial performance; uncertainty as to the
long-term value of Sunrun's and Vivint Solar's common stock; the ability of
Sunrun and Vivint Solar to raise capital from third parties to grow their
business; any rise in interest rates which would increase the cost of capital;
the ability to meet covenants in investment funds and debt facilities; the
potential inaccuracy of the assumptions employed in calculating operating
metrics; the failure of the energy industry to develop to the size or at the
rate Sunrun and Vivint Solar expect; and the inability of Sunrun and Vivint
Solar to finance their solar service offerings to customers on an economically
viable basis. These risks and uncertainties may be amplified by the ongoing
COVID-19 pandemic, which has caused significant economic uncertainty and
negative impacts on capital and credit markets. The extent to which the COVID-19
pandemic impacts Sunrun's and Vivint Solar's businesses, operations, and
financial results, including the duration and magnitude of such effects, will
depend on numerous factors, many of which are unpredictable, including, but not
limited to, the duration and spread of the pandemic, its severity, the actions
to contain the pandemic or treat its impact, and how quickly and to what extent
normal economic and operating conditions can resume.
Any financial projections in this filing are forward-looking statements that are
based on assumptions that are inherently subject to significant uncertainties
and contingencies, many of which are beyond Sunrun's and Vivint Solar's control.
While all projections are necessarily speculative, Sunrun and Vivint Solar
believe that the preparation of prospective financial information involves
increasingly higher levels of uncertainty the further out the projection extends
from the date of preparation. The assumptions and estimates underlying the
projected results are inherently uncertain and are subject to a wide variety of
significant business, economic and competitive risks and uncertainties that
could cause actual results to differ materially from those contained in the
projections. The inclusion of projections in this filing should not be regarded
as an indication that Sunrun and Vivint Solar, or their representatives,
considered or consider the projections to be a reliable prediction of future
events.
Annualized, pro forma, projected and estimated numbers are used for illustrative
purpose only, are not forecasts and may not reflect actual results.
The foregoing review of important factors should not be construed as exhaustive
and should be read in conjunction with the other cautionary statements that are
included herein and elsewhere, including the risk factors included in Sunrun's
and Vivint Solar's most recent reports on Form 10-K, Form 10-Q, Form 8-K and
other documents on file with the United States Securities and Exchange
Commission ("SEC"). These forward-looking statements represent estimates and
assumptions only as of the date made. Unless required by federal securities
laws, Sunrun and Vivint Solar assume no obligation to update any of these
forward-looking statements, or to update the reasons actual results could differ
materially from those anticipated, to reflect circumstances or events that occur
after the statements are made. Given these uncertainties, investors should not
place undue reliance on these forward-looking statements. Investors should read
this document with the understanding that Sunrun's and Vivint Solar's actual
future results may be materially different from what Sunrun and Vivint Solar
expect. Sunrun and Vivint Solar qualify all of their forward-looking statements
by these cautionary statements.
Additional Information and Where to Find It
In connection with the proposed merger, Sunrun intends to file with the SEC a
registration statement on Form S-4, which will include a document that serves as
a prospectus of Sunrun and a joint proxy statement of Sunrun and Vivint Solar
(the "joint proxy statement/prospectus"). After the registration statement has
been declared effective by the SEC, the joint proxy statement/prospectus will be
delivered to stockholders of Sunrun and Vivint Solar. BEFORE MAKING ANY VOTING
OR INVESTMENT DECISION, SECURITY HOLDERS OF SUNRUN AND VIVINT SOLAR ARE URGED TO
READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE MERGER THAT WILL BE
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders
will be able to obtain copies of the joint proxy statement/prospectus (when
available) and other documents filed by Sunrun and Vivint Solar with the SEC,
without charge, through the website maintained by the SEC at http://www.sec.gov.
Copies of documents filed with the SEC by Sunrun will be made available free of
charge on Sunrun's website at http://investors.sunrun.com/ under the heading
"Filings & Financials" and then under the subheading "SEC Filings." Copies of
documents filed with the SEC by Vivint Solar will be made available free of
charge on Vivint Solar's website at http://investors.vivintsolar.com/ under the
link "Financial Information" and then under the heading "SEC Filings."
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Participants in the Solicitation
Sunrun and Vivint Solar and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the holders
of Sunrun common stock and Vivint Solar common stock in respect of the proposed
transaction. Information about Sunrun's directors and executive officers is set
forth in Sunrun's Form 10-K for the year ended December 31, 2019 and the proxy
statement for Sunrun's 2020 Annual Meeting of Stockholders, which were filed
with the SEC on February 27, 2020 and April 17, 2020, respectively. Information
about Vivint Solar's directors and executive officers is set forth in Vivint
Solar's Form 10-K for the year ended December 31, 2019 and the proxy statement
for Vivint Solar's 2020 Annual Meeting of Stockholders, which were filed with
the SEC on March 10, 2020 and April 24, 2020, respectively. Stockholders may
obtain additional information regarding the interests of such participants by
reading the registration statement and the joint proxy statement/prospectus and
other relevant materials to be filed with the SEC regarding the proposed merger
when they become available. Investors should read the joint proxy
statement/prospectus carefully when it becomes available before making any
voting or investment decisions.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
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