8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 23, 2015

SolarCity Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-35758	02-0781046
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3055 Clearview Way

San Mateo, California 94402

(Address of principal executive offices, including zip code)

(650) 638-1028

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

Appointment of Tanguy Serra as President

On November 24, 2015, SolarCity Corporation (“SolarCity”) announced the appointment of Tanguy Serra as President.

Mr. Serra, 37, joined SolarCity in May 2013 as Executive Vice President of Operations and was promoted to Chief Operations Officer in February 2014. Prior to joining SolarCity, Mr. Serra served as Chief Executive Officer and as a member of the board of directors of Vivint Solar, Inc., a solar energy solutions company, from April 2011 until April 2013, where he oversaw both finance and operations and was responsible for raising the company’s tax equity funds. Prior to his time at Vivint, from April 2004 until September 2011, Mr. Serra served as Vice President of TPG Capital, L.P., a private equity investment firm, where he managed a number of the firm’s investments. Prior to TPG Capital, Mr. Serra held financial analyst positions with Morgan Stanley Capital Partners and Merrill Lynch. Mr. Serra holds a Bachelor’s degree in Accounting from ESCP Europe.

Mr. Serra has no family relationships with any director, executive officer, or person nominated or chosen by SolarCity to become a director or executive officer of SolarCity. Mr. Serra is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Compensatory Arrangements

The Compensation Committee of the Board of Directors of SolarCity is finalizing the compensation package of Mr. Serra as President.

Mr. Serra participates in the compensation and benefit programs generally available to SolarCity employees. In addition, a company leased vehicle has been made available to Mr. Serra.

Retirement of Brad Buss as Chief Financial Officer

On November 23, 2015, Brad Buss announced his intention to resign as Chief Financial Officer (including as Principal Financial and Accounting Officer) of SolarCity, with an effective date following the completion of SolarCity’s 2015 financial reporting, anticipated to occur in February 2016.  Mr. Buss will remain an employee of SolarCity through such time and as an advisor to SolarCity throughout the remainder of 2016.

The Nominating and Corporate Governance Committee of the Board of Directors is leading SolarCity’s succession planning in replacing Mr. Buss as Chief Financial Officer.  In addition, SolarCity’s Asset Management, Structured Finance and Investor Relations departments have begun reporting to Mr. Serra as President.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.	Description
99.1	Press Release dated November 24, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SolarCity Corporation
	By:	/s/ Lyndon R. Rive
		Lyndon R. Rive
Date: November 24, 2015		Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated November 24, 2015.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

SolarCity Appoints Tanguy Serra President

CFO Brad Buss Plans to Retire in 2016, Assume Advisory Role

SAN MATEO, Calif., Nov. 24, 2015 —SolarCity Corporation (NASDAQ: SCTY) today announced that it has promoted Chief Operations Officer (COO) Tanguy Serra to the new role of President, reporting to CEO Lyndon Rive. The company also announced that CFO Brad Buss plans to retire in 2016. Buss will remain as CFO through the completion of SolarCity’s financial reporting for the fiscal year 2015—expected in early February—and will remain in an advisory role until later in 2016 to ensure a smooth transition. Mr. Serra will continue to oversee SolarCity’s operations in his new role, and has assumed management of the company’s structured finance, asset management and investor relations organizations.  The company’s global finance and accounting organizations will continue to report to Mr. Buss until his retirement in February.

Mr. Serra brings a deep background in finance to his expanded role. Prior to joining SolarCity, he served as the first CEO of Vivint Solar, where he oversaw both finance and operations and was responsible for raising the company’s tax equity funds. Prior to Vivint, from 2004 – 2011, Mr. Serra served as Vice President of TPG Capital, L.P., a private equity investment firm, where he managed a number of the firm’s investments. As part of his role he raised equity and debt capital and oversaw financial planning and analysis and cash forecasting for a range of portfolio companies.  Prior to TPG Capital, Mr. Serra held financial analyst positions with Morgan Stanley Capital Partners and Merrill Lynch.  Mr. Serra holds a bachelor’s degree in accounting and finance from ESCP Europe.

“Tanguy has a rare combination of experience in solar operations and finance, and he has a unique understanding of finance and operations at SolarCity,” said Rive. “As COO, Tanguy has significantly reduced the cost of our operations while maintaining strong growth, and his increased responsibilities as President will put him in a position to accelerate those trends.”

“Brad has been instrumental in enhancing our controls and processes, building a strong team and expanding our structured finance engine,” said Rive. “When we asked Brad to come out of retirement and join SolarCity we knew we wouldn’t be able to keep him forever, and we’re thankful for everything he’s done.”

“I don’t make this decision lightly, but the end of the fiscal year is good timing for the transition, and I’m leaving the finance organization in excellent hands,” said Buss. “We’ve built a great finance and accounting team, and our project finance engine is the envy of the solar industry. Now I look forward to the next chapter of my life with a focus on my family, board service and consulting.”

Mr. Serra joined SolarCity in May 2013 as executive vice president of operations, and was promoted to COO in February 2014. He has overseen a significant reduction in the company’s installation cost—from an average of $2.96 per watt in 2013 to $1.92 per watt in Q3 2015—and has helped the company more than triple its installation volume in the same timeframe.

“SolarCity’s mission to accelerate clean energy adoption is among the most important to the future of the planet of any business in any industry,” said Serra. “I am grateful for the trust Lyndon and the SolarCity team have put in me, and I look forward to driving the company’s mission on a global basis.”

About SolarCity

SolarCity® (NASDAQ: SCTY) provides clean energy. The company has disrupted the century-old energy industry by providing renewable electricity directly to homeowners, businesses and government organizations for less than they spend on utility bills. SolarCity gives customers control of their energy costs to protect them from rising rates. The company makes solar energy easy by taking care of everything from design and permitting to monitoring and maintenance. Visit the company online at www.solarcity.com and follow the company on Facebook & Twitter.

  Investor Relations Contact:   Aaron Chew
SolarCity 650-963-5920
investors@solarcity.com   Molly Canales SolarCity
650-963-5674 press@solarcity.com    

This communication contains “forward-looking statements” that involve risks and uncertainties, including statements regarding, among other things, executive transition planning and SolarCity’s international expansion. 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. These statements involve risks and uncertainties that could cause actual results to differ materially. The Company cautions the reader to refer to the section entitled “Risk Factors” in its most recent Quarterly Report on Form 10-Q and subsequent Current Reports on Form 8-K, which have been filed with the Securities and Exchange Commission, which identify certain of these and additional risks and uncertainties. The Company does 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.