Sunrun (Nasdaq: RUN) and Vivint Solar (NYSE: VSLR) today announced
that Coatue US 24 LLC (“Coatue”), a vehicle affiliated with Coatue
Management, L.L.C., has entered into a Stock Purchase Agreement
with 313 Acquisition LLC (Blackstone affiliate) (“313 Acquisition”)
for the purchase of 11,627,907 shares of Vivint Solar common stock
in a private transaction. 313 Acquisition sold the shares to Coatue
for $21.50 per Vivint Solar share, which was based on the trailing
10-day volume weighted average price of Vivint Solar common stock
with a reference date of August 4, 2020, representing an aggregate
purchase of approximately $250 million.
In connection with the purchase, Coatue has (i)
entered into a support agreement, pursuant to which Coatue agreed,
among other things, to vote its shares of Vivint Solar common stock
acquired from 313 Acquisition in favor of the adoption of the
merger agreement previously entered into by Sunrun and Vivint Solar
and (ii) entered into a lock-up agreement, pursuant to which Coatue
agreed not to transfer the shares it acquires from 313 Acquisition
for 120 days following the closing of the merger, subject to
certain exceptions, as further described in regulatory filings
relating of Sunrun and Vivint Solar relating to the purchase made
today with the Securities and Exchange Commission. Neither Sunrun
nor Vivint Solar sold any shares of common stock in the transaction
and neither company will receive any proceeds from the sale of
shares by 313 Acquisition to Coatue.
About
Sunrun
Sunrun Inc. (Nasdaq: RUN) is the nation’s
leading home solar, battery storage, and energy services company.
Founded in 2007, Sunrun pioneered home solar service plans to make
local clean energy more accessible to everyone for little to no
upfront cost. Sunrun’s innovative home battery solution, Brightbox,
brings families affordable, resilient, and reliable energy. The
company can also manage and share stored solar energy from the
batteries to provide benefits to households, utilities, and the
electric grid while reducing our reliance on polluting energy
sources. For more information, please visit www.sunrun.com.
About Vivint Solar
Vivint Solar, Inc. (NYSE: VSLR) is a leading
full-service residential solar provider in the United States. With
the help of Vivint Solar, homeowners can power their homes with
clean, renewable energy, typically achieving significant financial
savings over time. Vivint Solar designs and installs solar energy
systems for homeowners and offers monitoring and maintenance
services. In addition to being able to purchase a solar energy
system outright, homeowners may benefit from Vivint Solar’s
affordable, flexible financing options, including power purchase
agreements, or lease agreements, where available. Vivint Solar also
offers solar plus storage systems with LG Chem home batteries and
electric vehicle chargers with ChargePoint Home. For more
information, visit www.vivintsolar.com or follow @VivintSolar on
Twitter.
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 Inc.’s, a Delaware corporation (“Sunrun)
and Vivint Solar, Inc.’s, a Delaware corporation (“Vivint Solar”)
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 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
registration statement on Form S-4, filed with the United States
Securities and Exchange Commission (“SEC”) on August 14, 2020 and
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 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, on
August 14, 2020, Sunrun filed with the SEC a registration statement
on Form S-4 (the “registration statement”), which included a
document that serves as a prospectus of Sunrun and a joint proxy
statement of Sunrun and Vivint Solar (the “joint proxy
statement/prospectus”). These materials have not yet been declared
effective, are not yet final and may be amended. 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 REGISTRATION STATEMENT, THE JOINT PROXY
STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO) AND OTHER DOCUMENTS RELATING TO THE MERGER FILED WITH THE
SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and
security holders will be able to obtain copies of the registration
statement, the joint proxy statement/prospectus 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.”
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 filed with the SEC regarding the
proposed merger when they become available. Investors should read
the registration statement and the joint proxy statement/prospectus
carefully 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.
Investor & Analyst
Contacts
Patrick JobinSunrunSVP, Finance & Investor
Relationsinvestors@sunrun.com 415-373-5206
Rob KainVivint SolarVP, Investor
Relationsir@vivintsolar.com 855-842-1844
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