SAN MATEO, Calif., Nov. 21, 2016 /PRNewswire/ -- SolarCity
Corporation (the "Company") (Nasdaq: SCTY) today announced its
entry into a Supplemental Indenture (the "Supplemental Indenture"),
dated as of November 21, 2016, with
Wells Fargo Bank, National Association (the "Trustee"). The
Supplemental Indenture amends the Indenture, dated as of
October 21, 2013 (the "Indenture"),
between the Company and the Trustee which governs the Company's
2.75% Convertible Senior Notes due 2018 (the "Notes").
On November 21, 2016, pursuant to
the Agreement and Plan of Merger, dated July
31, 2016, among the Company, Tesla Motors, Inc., a
Delaware corporation ("Tesla"),
and D Subsidiary, Inc. ("Merger Sub"), a wholly-owned subsidiary of
Tesla, Merger Sub was merged with and into the Company, with the
Company continuing as a wholly-owned subsidiary of Tesla (the
"Merger").
As a result of the Merger, as required by the terms of the
Indenture, the Company entered into the Supplemental Indenture to
provide that, from and after the effective time of the Merger, the
right of the holders of the Notes to convert such Notes into shares
of the Company's common stock (the "SolarCity Common Stock") in
accordance with the terms of the Indenture is changed to a right of
such holders to convert each $1,000
principal amount of Notes into 1.7838 shares of Tesla's common
stock (the "Tesla Common Stock"), which is the number of shares of
Tesla Common Stock that a holder of a number of shares of SolarCity
Common Stock equal to the conversion rate in effect immediately
prior to the effective time of the Merger would have been entitle
to receive upon consummation of the Merger.
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SOURCE SolarCity