On August 17, 2020, 313 Acquisition LLC (313 Acquisition), an affiliate of The Blackstone Group Inc., entered into an agreement to sell an
aggregate of 11,627,907 shares of common stock, par value $0.01 per share, of Vivint Solar, Inc. (Vivint Solar) to Coatue US 24 LLC (Coatue), a vehicle affiliated with Coatue Management, L.L.C. (the Resale). On
August 18, 2020, Vivint Solar and Sunrun Inc. (Sunrun) issued a joint press release announcing the Resale, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Of the shares being sold in the Resale, 313 Acquisition is selling 8,706,976 shares pursuant to Vivint Solars effective registration statements on Form S-3 (File Nos. 333-227014 and 333-248091), filed with the Securities and Exchange Commission (the Commission) on August 24, 2018 and August 17, 2020,
respectively, as well as the prospectus forming part of the registration statements and a prospectus supplement filed with the Commission on August 19, 2020 (the Public Resale). A copy of the opinion of Wilson Sonsini
Goodrich & Rosati, Professional Corporation, relating to the legality of the shares sold in the Public Resale is filed as Exhibit 5.1 hereto and incorporated by reference herein.
Following the closing of the Resale, 313 Acquisition will hold approximately 46.1% of Vivint Solars outstanding shares of common stock and, as a result,
Vivint Solar will no longer qualify as a controlled company within the meaning of the New York Stock Exchange (NYSE) corporate governance rules. Vivint Solar intends to comply with the applicable NYSE corporate governance
rules according to the phase-in compliance period provided for in Section 303A.00 of the NYSE Listed Company Manual.
In connection with the Resale, Sunrun and Coatue entered into a support agreement (the Coatue Support Agreement) pursuant to which Coatue agreed,
among other things, not to transfer any of its shares of Vivint Solars common stock, subject to certain exceptions including for certain permitted transfers, and to vote the shares it acquired in the Resale in favor of, and against any
alternative proposal to, the adoption of the previously disclosed Agreement and Plan of Merger (the Merger Agreement), dated as of July 6, 2020, by and among Sunrun, Viking Merger Sub, Inc. (Merger Sub), a direct wholly
owned subsidiary of Sunrun, and Vivint Solar, pursuant to which, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Vivint Solar (the Merger), with Vivint Solar continuing as the
surviving corporation of the Merger as a direct wholly owned subsidiary of Sunrun. The foregoing description of the Coatue Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Coatue Support
Agreement, which was filed as Exhibit 10.1 to Sunruns Current Report on Form 8-K filed with the Commission on August 18, 2020.
In connection with the Resale, Sunrun and 313 Acquisition also amended their previous support agreement to reflect 313 Acquisitions beneficial ownership
of Vivint Solars common stock following the Resale, which amendment does not impact 313 Acquisitions obligations pursuant to the original support agreement, including its obligations to vote its shares of Vivint Solars common stock
in favor of the adoption of the Merger and against any alternative proposal.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit
No.
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Description
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5.1
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Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
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23.1
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Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1)
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99.1
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Joint Press Release of Vivint Solar, Inc. and Sunrun Inc., issued August 18, 2020
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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 Sunruns and Vivint Solars 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; Sunruns 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
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