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Press release from GlobeNewswire (a Nasdaq OMX company)

SolarCity Prices Offerings of Common Stock and 2.75% Convertible Senior Notes

Wednesday, October 16, 2013

SolarCity Prices Offerings of Common Stock and 2.75% Convertible Senior Notes

06:18 EDT Wednesday, October 16, 2013

SAN MATEO, Calif., Oct. 16, 2013 (GLOBE NEWSWIRE) -- SolarCity Corp. (Nasdaq:SCTY) today announced the pricing of offerings of 3,400,000 shares of common stock at a price of $46.54 per share and $200.0 million aggregate principal amount of its 2.75% convertible senior notes due 2018 in concurrent underwritten registered public offerings. In addition, SolarCity has granted the underwriters a 30-day option to purchase up to an additional 510,000 shares of common stock and $30.0 million in aggregate principal amount of the notes. The sale of the shares of common stock and the notes are expected to close on October 21, 2013, subject to the satisfaction of customary closing conditions. The offering of the common stock is contingent upon the successful completion of the offering of the notes, and the offering of the notes is contingent upon the successful completion of the offering of the common stock.

The notes will be unsecured, unsubordinated obligations of SolarCity, and interest will be payable semi-annually at a rate of 2.75% per year. The initial conversion rate is 16.2165 shares of common stock per $1,000 principal amount of the notes (which is equivalent to an initial conversion price of approximately $61.67 per share). The notes will be convertible at any time until maturity.

Upon closing, SolarCity will receive aggregate net proceeds, after deducting underwriting discounts and commissions and estimated offering expenses of approximately $344.8 million. If the options granted to the underwriters are exercised in full, SolarCity will receive additional aggregate net proceeds of approximately $396.6 million.

Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC, BofA Merrill Lynch and J.P. Morgan Securities LLC are acting as joint book-running managers for the offering of common stock. Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC and BofA Merrill Lynch are acting as joint book-running managers for the notes offering.

A registration statement relating to the securities was declared effective by the Securities and Exchange Commission on October 15, 2013 for each of the offerings. The offering of these securities will be made only by means of the applicable prospectus.

Copies of the final prospectus for the public offering of the common stock may be obtained from Goldman, Sachs & Co., via telephone: (866) 471-2526; facsimile: (212) 902-9316; email: prospectus-ny@ny.email.gs.com; or standard mail at Goldman, Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, NY 10282-2198; from Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, New York 10010 (email address: newyork.prospectus@credit-suisse.com), or by telephone at 1-800-221-1037; from BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn: Prospectus Department or by emailing dg.prospectus_requests@baml.com; or from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at 1-866-803-9204. 

Copies of the final prospectus for the public offering of the notes may be obtained from Goldman, Sachs & Co., via telephone: (866) 471-2526; facsimile: (212) 902-9316; email: prospectus-ny@ny.email.gs.com; or standard mail at Goldman, Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, NY 10282-2198; from Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, New York 10010 (email address: newyork.prospectus@credit-suisse.com), or by telephone at 1-800-221-1037; or from BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn: Prospectus Department or by emailing dg.prospectus_requests@baml.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the applicable registration statement or prospectus.

CONTACT: Investor Relations Contact:
Aaron Chew
(650) 963-5662
investors@solarcity.com
Media Contact:
Jonathan Bass
(650) 963-5156
press@solarcity.com

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