Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated March 9, 2015
Relating to Preliminary Prospectus dated October 15, 2014
Registration No. 333-199321
Solar Bonds are debt securities issued by SolarCity. As with any investment, purchasing Solar Bonds involves risk. You must make your own decision about whether and how much to invest in Solar Bonds. SolarCity cannot make any investment recommendations or otherwise provide any investment advice. Solar Bonds are not FDIC-insured. Your earnings and principal are not guaranteed.
SolarCity has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (SEC) for offerings to which this information relates. Before you invest, you should read the prospectus in that registration statement and other documents SolarCity has filed with the SEC for more complete information about SolarCity and the offerings. You may obtain these documents for free by visiting EDGAR on the SEC web site at http://www.sec.gov/Archives/edgar/data/1408356/000119312514371976/0001193125-14-371976-index.htm . Alternatively, you may obtain the prospectus relating to the Solar Bonds, and the pricing supplement relating to a particular series of Solar Bonds, on the Solar Bonds platform (https://solarbonds.solarcity.com/).
Get
Paid by the Sun Introduction to Solar Bonds
March, 2015 |
Forward-Looking Statements
This presentation contains forward-looking statements that involve risks and uncertainties,
including statements regarding SolarCitys customer and market growth opportunities;
SolarCitys operational growth and expansion; financial strategies for cash generation and
increasing shareholder value; the deployment of megawatts including estimated 2015 megawatt deployment;
estimated nominal contracted payments remaining; annual energy production at 2015 YE; cost goals by
2017; customer goal for mid-2018; revenue and nominal contracted payments remaining
potential in 2018; and assumptions relating to the foregoing. Forward-looking
statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate
indications of the times at, or by, which such performance or results will be achieved, if at all.
Forward-looking statements are subject to risks and uncertainties that could cause actual
performance or results to differ materially from those expressed in or suggested by the
forward-looking statements. As of the date hereof, we have bookings and financing for only a portion of the orders
needed to achieve our megawatt projections and therefore expect the megawatts we need to deploy to
meet our projections to be sourced substantially from new deployments of solar systems not
currently under contract. In order to meet our projections, we will need to expand our
workforce, increase our installation efficiency and exceed our existing bookings rate relative to what we have
achieved to date. Additional key risks and uncertainties include the level of demand for our solar
energy systems, the availability of a sufficient, timely, and cost-effective supply of
solar panels and balance of system components, our ability to successfully integrate Silevo,
Inc.s business, operations and personnel and achieve manufacturing economies of scale and associated cost reductions,
our expectations regarding the Riverbend agreement and the development and construction of the
Riverbend facility, including expected capital and operating expenses and the performance of
our manufacturing operations; the effects of future tariffs and other trade barriers, changes
in federal tax treatment, the effect of electric utility industry regulations, net metering and related policies, the
availability and amount of rebates, tax credits and other financial incentives, the availability and
amount of financing from fund investors, the retail price of utility-generated electricity
or the availability of alternative energy sources, risks associated with SolarCitys rapid
growth, the success of our product development efforts and customer preferences, risks that consumers who have
executed energy contracts included in reported nominal contracted payments remaining and backlog may
seek to cancel those contracts, assumptions as to retained value under energy contracts and
contract renewal rates and terms, including applicable net present values,
performance-based incentives, and other rebates, credits and expenses, SolarCitys limited operating history,
particularly as a new public company, changes in strategic planning decisions by management or
reallocation of internal resources, completion of preparation of financial statements and
general market, political, economic and business conditions. You should read the section
entitled Risk Factors in our most recent Annual Report on Form 10-K, which has been filed with the Securities and
Exchange Commission, which identifies certain of these and additional risks and uncertainties. We do
not undertake any obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future developments or otherwise, except as otherwise
required by law. |
Important
Information Solar
Bonds
are
debt
securities
issued
by
SolarCity.
As
with
any
investment,
purchasing
Solar
Bonds
involves
risk.
You
must
make
your
own decision about whether and how much to invest in Solar Bonds. SolarCity cannot
make any investment recommendations or otherwise provide any investment
advice. Solar Bonds are not FDIC-insured. Your earnings and principal are not guaranteed.
SolarCity has filed a registration statement (including a prospectus) with the
Securities and Exchange Commission (SEC) for offerings to
which
information
in
this
presentation
relates.
Before
you
invest,
you
should
read
the
prospectus
in
that
registration
statement
and
other
documents
SolarCity
has
filed
with
the
SEC
for
more
complete
information
about
SolarCity
and
the
offerings.
You
may
obtain
these
documents
for
free
by
visiting
EDGAR
on
the
SEC
web
site
at
www.sec.gov.
Alternatively,
you
may
obtain
the
prospectus
relating
to
the
Solar
Bonds,
and
the
pricing
supplement
relating
to
a
particular
series
of
Solar
Bonds,
at
solarbonds.solarcity.com.
AZ ROC 243771/ROC 245450, CA CSLB 888104, CO EC8041, CT HIC 0632778/ELC 0125305, DE
2011120386/ T1-6032, DC 410514000080/ECC902585, FL EC13006226, HI
CT-29770, MA HIC 168572/EL-1136MR, MD HIC 128948/11805, NC NC 30801-U NV
NV20121135172/0079719/EC 0078648, NJ NJHIC#13VH06160600/34EI01732700, NM
EE98-379590, OR CB180498/C562, PA HICPA077343, RI RC38313/AC004714, TX
TECL27006, VA ELE2705153278, WA SOLARC*919O1/SOLARC*905P7. Nassau
H2409710000, Greene A-486, Suffolk 52057-H, Putnam PC6041, Rockland
H-11864-40-00-00, Westchester WC-26088-H13, N.Y.C
#2001384-DCA. SCENYC: N.Y.C. Licensed Electrician, #12610, #004485, 155 Water
St, 6th Fl., Unit 10, Brooklyn, NY 11201, #2013966- DCA.
All
loans
provided
by
SolarCity
Finance
Company,
LLC.
CA
Finance
Lenders
License
6054796.
SolarCity
Finance
Company,
LLC
is
licensed by the Delaware State Bank Commissioner to engage in business in Delaware
under license number 019422, MD Consumer Loan License 2241, TX Registered
Creditor 1400050963-202404. |
Solar
Bonds by SolarCity Nations first registered public offering of solar
bonds
Corporate bonds
senior unsecured notes
Maturities from 1 year to 15 years
Initial expected fixed interest rates from 1.6% -
5.45%
$1,000 minimum purchase
Survivor option available
Initially bonds will be unrated |
Offered
by Americas Leading Solar Company
Solar Bonds are issued
and backed
by SolarCity, Americas largest
solar power company
In the U.S., we provide solar power to more people in more states than
any other company
Our common stock is listed on the NASDAQ stock exchange under the
ticker SCTY |
A New
Investment Option Attractive, consistent returns from SolarCity based on
monthly payments from tens of thousands of long term solar contracts
Based
on
CUSIP-based
series
of
SolarCity
Solar
Bonds
with
10
year
maturities
1 |
|
Available
Bonds* A range of maturities
to meet different
portfolio needs
*Initial expected fixed rates for non-rated CUSIP-based bonds available as
of March 9, 2015. |
About
SolarCity
Founded in 2006:
NASDAQ: SCTY
Market
Cap:
$4.8B
2
2014 Revenues: $255M
Partnered with leading institutional
investors -
including Google,
Goldman Sachs, Bank of America,
U.S.
Bank,
and
others
who
have financed over $5 billion
worth of solar projects with us.
o
Elon Musk (Chairman)
o
Lyndon Rive (CEO)
o
Peter Rive (CTO) |
No upfront cost for installation required
Solar electricity paid for monthly like a utility bill
Agreement can be easily transferred to a new
homebuyer
Customers Pay for Solar Electricity without the Upfront Investment in a System
A Simple Switch to Solar
Our Model: Clean, More Affordable
Energy
Solar energy provided at a lower $/kWh rate
than charged by the local utility
Typically 70-80% of a residential customers
annual electricity needs provided by solar
Sum of solar and new utility bill typically lowers
monthly electricity costs by ~15%
Low annual escalators offer protection against
higher increases in utility rates
Lower Electricity Costs |
Our
Success: High Growth, Scale, and Market Dominance 2010 to 2015
Midpoint:
99% CAGR
* Represents the Companys Estimate as of February 18, 2015. Figures on
page may not calculate exactly due to rounding MW Deployed Yearly
% of U.S. Residential Installations
Total solar assets deployed has nearly
doubled every year, with total deployment
at 1.1 Gigawatts
Our residential installations exceeded the
next 70 competitors
combined
in Q3
2014 (the most recent data available from
GTM Research
3
)
31
72
157
280
502
0
250
500
750
1000
2010
2011
2012
2013
2014
2015E*
920-
1,000
6%
7%
11%
17%
25%
39%
0%
5%
10%
15%
20%
25%
30%
35%
40%
2009
2010
2011
2012
2013
3Q14 |
$5 Billion
Nominal value of long term contracts with our 190,000 current customers
$20 Billion
Approximate nominal value of contracted payments implied by goal of 1
million customers by mid-2018 (on track to achieve, requires compounded growth
rate of 61% vs. recent historical pace of 104% since 2012).
The Value of Solar
* Figures on page may not calculate exactly due to rounding
Nominal Contracted Payments Remaining: Q4 2014 Growth of 149% Y/Y and 20% Sequentially
$0.7
$0.8
$1.1
$1.2
$1.4
$1.7
$2.0
$2.5
$3.3
$4.1
$5.0
2Q12
3Q12
4Q12
1Q13
2Q13
3Q13
4Q13
1Q14
2Q14
3Q14
4Q14
$0.0
$0.5
$1.0
$1.5
$2.0
$2.5
$3.0
$3.5
$4.0
$4.5
$5.0 |
Each Customer
Provides a Visible Cash Flow Stream akin to the Household Utility Bill Payment
Consistent, predictable annuity cash flow stream
Payments akin to the utility bill of the household with default rates below those
of mortgages
Long-term contracts of 20-30 years for residential
High FICO scores with cumulative average >750
Higher utility rates increase customer contract value, broaden addressable market,
bolster renewal outlook High Quality Revenue Stream from Long-Term
Contracts High-Quality Customer Energy Payments
Auto Loans
Prime Mortgages
SolarCity
Electric Bill
0.0%
0.5%
1.0%
1.5%
2.0%
2.5%
Year 1
Year 2
Year 3
Year 4 |
Q4 2014
GAAP Statement of Operations $ in thousands
Consolidated
Revenue:
Q4 2013
Q4 2014
Operating leases and solar energy system incentives
$22,363
$49,205
Solar energy system and components sales
$24,937
$22,603
Total revenues
$47,300
$71,808
Cost of revenue:
Operating leases and solar energy system incentives
$11,580
$30,387
Solar energy system and components sales
$25,874
$26,455
Total cost of revenues
$37,454
$56,842
Gross profit
$9,846
$14,966
Sales and Marketing
$33,893
$79,515
General and Administrative
$30,711
$45,420
Research & Development
$547
$10,004
Total Operating Expenses
$65,151
$134,939
Loss from operations
($55,305)
($119,973)
Solar assets are long term
investments that will
generate revenues over 20
30 years
As we grow and expand, SG&A
costs are incurred upfront
We earn healthy gross
profits, but incur net GAAP
losses as we invest in our
growth
The results are dramatic
increases in long term
contract value |
Cash and
Investments Balance of Over $640M $ in thousands
Twelve Mos.
Ended:
Three Mos.
Ended:
Net cash provided by (used in):
Dec. 31, 2014
Operating activities
($217,849)
($135,517)
Investing activities (excluding short-term investments)
($1,206,181)
($384,722)
Financing activities (before equity and convertible note
issuances)
$982,149
$370,590
Net cash used before equity and convertible note
issuances
($441,881)
($149,649)
Net cash provided by equity/convertible note issuances
$507,817
$59,206
Net increase in cash and short-term investments
$65,936
($90,443)
Cash and investments at Dec. 31, 2014
$642,694
Well capitalized
Our scale and industry
leadership position
provides access to
equity, debt, and
securitization markets |
Earn
More Than Money The average SolarCity solar power system
will offset 30 tons of carbon dioxide over 30
years
5
, the equivalent of... |
Earn
More Than Money The average SolarCity solar power system
will offset 30 tons of carbon dioxide over 30
years
5
, the equivalent of... |
Earn
More Than Money The average SolarCity solar power system
will offset 30 tons of carbon dioxide over 30
years
5
, the equivalent of... |
Creating
American Jobs
SolarCity is Americas largest
solar employer, with more than
9,500 employees
Were adding hundreds of
new jobs every month in the
communities we serve |
1.
Solar Bonds CUSIP-based SolarCity Solar Bonds with a 4.70% coupon and a
10-year maturity. Municipal Bonds Composite bond yield for A-rated
municipal bonds from Yahoo! Finance as of February 19, 2015. Municipal bond
yields
are
presented
as
Tax-Equivalent
Yields
assuming
a
28%
federal
income
tax
rate.
Online
CDs
Top
APY
available
for
10
year
maturity
CDs
from
ratebrain.com
on
February
25th,
2015.
Treasury
Notes
Investment
Rate
on
treasury bills and notes issued or to be issued by the U.S. Department in February,
as of February 19, 2015. Savings
Top APY available for National Highest Yield MMA and Savings Accounts, provided by
Bankrate.com on February 19, 2015.
2.
As of close of trading March 4, 2015
3.
GTM Research
U.S. PV Leadership Board
4.
Chart is depiction of the net loss rates at each of the first four year
anniversaries of the original origination date of each of the respective
asset backed securities highlighted (averaged across 2002 to 2012 for auto loans, 2003 to
2012 for prime residential mortgages, and 2008 to 2014 for SolarCity data). Time
period for auto loans and prime residential mortgages selected to normalize
for outlier effects of the financial crisis. Auto loan and prime residential
data
sources:
A)
Auto
loans
average
cumulative
auto
loan
loss
rates
reported
by
Ford,
Honda,
Nissan,
USAA,
and
Wachovia
which
are
publicly
reported
by
or
on
the
respective
companies
websites
or
in
company
issued
reports;
B)
Residential mortgages
Wells MBS performance
5.
Based on SolarCity average system size of 6.7 kW and 1403 kWh average first year
production degraded by .5% annually over 30 years. Environmental
benefits based on data collected from the following sources in October
2014:
Environmental
Protection
Agency,
Calculations
and
References,
US
Energy
Administration,
January
2014;
National
Renewable
Energy
Laboratory,
December
2003,
Consumptive
Water
Use
for
US
Power
Production;
EPA
eGRID
GHG
2009
Annual
Output
Emissions
Rates
and
US
EPA
Greenhouse
Gas
Equivalencies
Calculator.
Appendix A: Footnotes |
Backlog
represents the aggregate megawatt capacity of solar energy systems not yet
deployed as of the date specified pursuant to Energy Contracts and contracts
for solar energy system direct sales executed as of such date.
Customers
includes all residential, commercial and government buildings where we have
installed or contracted to install a solar energy system, or performed or
contracted to perform an energy efficiency evaluation or other energy
efficiency services.
Energy Contracts
includes all residential, commercial and government leases and power purchase
agreements and consumer
loan
agreements
pursuant
to
which
consumers
use
or
will
use
energy
generated
by
a
solar
energy
system
that
we
have
installed
or
contracted
to
install.
For
landlord-tenant
structures
in
which
we
contract
with
the
landlord
or
development
company,
we
include
each
residence
as
an
individual
contract.
For
commercial
customers
with
multiple
locations, each location is deemed a contract if we maintain a separate contract
for that location. MW
or megawatts
represents the DC nameplate megawatt production capacity.
MW Deployed
represents the megawatt production capacity of solar energy systems that have had
all required building department inspections completed during the applicable
period. This metric includes solar energy systems deployed under Energy
Contracts as well as for solar energy system direct sales. Nominal
Contracted Payments Remaining represents our estimate of the sum of
cash payments that are customers are obligated to pay us under our Energy
Contracts over the remaining term of such contracts. This metric includes
Energy Contracts for solar energy systems deployed and in Backlog. As an example, if a customer is 2 years
into her 20 year contract, then 18 years of contract payments remain. As an
additional example, if a customer chose to pre-pay her Energy Contract,
then it is included in estimated Nominal Contracted Payments Remaining only while it is
in
Backlog
as
the
pre-payment
has
not
been
received.
Payments
for
direct
sales
are
not
included.
Appendix B: Definitions |
Thank
You solarbonds@solarcity.com | www.solarbonds.solarcity.com
|