Item 2.01. Completion of Acquisition or Disposition of Assets.
On October 8, 2020, Sunrun completed the acquisition of Vivint Solar pursuant to
the Merger Agreement, pursuant to which Merger Sub merged with and into Vivint
Solar, with Vivint Solar continuing as the surviving corporation. As a result of
the Merger, Vivint Solar became a direct wholly owned subsidiary of Sunrun.
Subject to the terms and conditions set forth in the Merger Agreement, each
share of Vivint Solar common stock, par value $0.01 per share ("Vivint Solar
Common Stock"), issued and outstanding immediately prior to the effective time
of the Merger (the "Effective Time") (other than the shares of Vivint Solar
Common Stock owned by Sunrun, Merger Sub, and any other wholly owned subsidiary
of Sunrun or Vivint Solar immediately prior the Effective Time, including Vivint
Solar Common Stock held in treasury by Vivint Solar, and in each case not held
on behalf of third parties) was converted automatically into the right to
receive 0.55 shares (the "Exchange Ratio") of Sunrun common stock, par value
$0.0001 per share ("Sunrun Common Stock"), and, if applicable, an amount in
cash, without interest, rounded down to the nearest cent, in lieu of any
fractional share interest in Sunrun Common Stock to which such holder otherwise
would have been entitled.
At the Effective Time, Vivint Solar's equity awards granted under Vivint Solar's
equity compensation plans outstanding as of the Effective Time were, except as
set forth below, converted into a corresponding award with respect to Sunrun
Common Stock, with the number of shares underlying such award (and, in the case
of stock options, the applicable exercise price) adjusted based on the Exchange
Ratio. Certain options to purchase shares of Vivint Solar Common Stock and
restricted stock units outstanding as of the Effective Time and held by
non-employee directors or current and former employees of Vivint Solar who will
not be employed by Sunrun following the closing of the Merger were cancelled and
such holders have the right to receive an amount in cash calculated based on the
Exchange Ratio. Each award of "LTIP Credits" pursuant to a Vivint Solar long
term incentive pool plan (an "LTIP Award") that was outstanding as of
immediately prior to the Effective Time was canceled and terminated and, as soon
as practicable following the Effective Time and Sunrun's filing of a Form S-8
registration statement registering the remaining share reserves of the Vivint
Solar, Inc. 2014 Equity Incentive Plan, each holder of a cancelled LTIP Award
will be granted a restricted stock unit award that can be settled in shares of
Sunrun Common Stock (a "Replacement RSU Award"), with the number of shares
underlying such award (and the applicable exercise price) calculated as if
certain performance hurdles were achieved. The Replacement RSU Award will vest
in three equal installments, subject to the grantee's continued provision of
services to Sunrun or the Surviving Corporation, through each of 30 days, nine
months and 18 months following October 8, 2020.
The issuance of Sunrun Common Stock in connection with the Merger, as described
above, was registered under the Securities Act of 1933, pursuant to Amendment
No. 1 to Sunrun's registration statement on Form S-4 (File No. 333-246371) (the
"Registration Statement"), filed with the Securities and Exchange Commission
(the "SEC") and declared effective on September 2, 2020.
The foregoing summary description of the completion of the Merger does not
purport to be complete and is qualified in its entirety by reference to the
terms of the Merger Agreement, which was filed as Exhibit 2.1 to the Current
Report on Form 8-K filed by Vivint Solar with the SEC on July 10, 2020 and is
incorporated by reference into this Item 2.01.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the completion of the Merger, on October 8, 2020, Vivint
Solar notified the New York Stock Exchange (the "NYSE") that the transaction had
closed and requested that the NYSE (i) suspend trading of the Vivint Solar
Common Stock on the NYSE, (ii) withdraw the Vivint Solar Common Stock from
listing on the NYSE and (iii) file with the SEC a notification on Form 25 to
delist the Vivint Solar Common Stock from the NYSE and deregister the Vivint
Solar Common Stock under Section 12(b) of the Securities Exchange Act of 1934
(the "Exchange Act"). As a result, the Vivint Solar Common Stock will no longer
be listed on the NYSE.
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Additionally, Vivint Solar intends to file with the SEC a certification and
notice on Form 15 under the Exchange Act requesting the deregistration of the
Vivint Solar Common Stock under Section 12(g) of the Exchange Act and the
suspension of Vivint Solar's reporting obligations under Section 15(d) of the
Exchange Act as promptly as practicable. The information set forth in Item 2.01
of this Current Report on Form 8-K is incorporated by reference into this Item
3.01.
Item 3.03. Material Modification to Rights of Security Holders.
At the Effective Time, stockholders of Vivint Solar immediately prior to the
completion of the Merger ceased to have any rights as stockholders of Vivint
Solar other than the right to receive the merger consideration in accordance
with the Merger Agreement. The information set forth in the Introductory Note,
Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
The information set forth in the Introductory Note, Item 2.01 and Item 5.02 of
this Current Report on Form 8-K is incorporated by reference into this Item
5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers.
As of the Effective Time, Vivint Solar's directors ceased serving as directors
of Vivint Solar. Pursuant to the Merger Agreement, as of the Effective Time,
Lynn Jurich, Tom vonReichbauer and Jeanna Steele, the directors of Merger Sub
immediately prior to the Effective Time, became the directors of Vivint Solar as
the surviving entity in the Merger.
All of the officers of Vivint Solar ceased serving in their capacity as officers
of Vivint Solar, except David Bywater who will remain the Chief Executive
Officer of Vivint Solar. David Bywater, Chief Executive Officer of Vivint Solar,
has entered into an offer letter with Sunrun that became effective following the
consummation of the Merger. A description of his offer letter is set forth in
the section entitled "The Merger-Interests of Vivint Solar's Directors and
Executive Officers in the Merger" in the joint proxy statement/prospectus
included in the Registration Statement..
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal
Year.
At the Effective Time, the certificate of incorporation of Vivint Solar, as in
effect immediately prior to the Effective Time, was amended and restated to be
in the form of the certificate of incorporation attached as Exhibit 3.1 to this
Current Report on Form 8-K, which is incorporated by reference into this Item
5.03.
At the Effective Time, the bylaws of Vivint Solar, as in effect immediately
prior to the Effective Time, were amended and restated to be in the form of the
bylaws attached as Exhibit 3.2 to this Current Report on Form 8-K, which is
incorporated by reference into this Item 5.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
2.1 Agreement and Plan of Merger, dated as of July 6, 2020, by and among
Sunrun Inc., Viking Merger Sub, Inc. and Vivint Solar, Inc. (incorporated
by reference to Exhibit 2.1 to Current Report on Form 8-K filed with the
SEC on July 10, 2020, File No. 001-36642)
3.1 Amended and Restated Certificate of Incorporation of Vivint Solar, Inc.
3.2 Bylaws of Vivint Solar, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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