June 12, 2015

Via EDGAR and Overnight Delivery

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Ladies and Gentlemen:

On behalf of our client, Sunrun Inc. (“Sunrun” or the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated May 28, 2015, relating to the above referenced Amendment No. 1 to Draft Registration Statement on Form S-1 (the “Registration Statement”). We are concurrently submitting via EDGAR this letter and a revised draft of the Registration Statement. For the Staff’s reference, we are providing to the Staff by overnight delivery copies of this letter as well as both a clean copy of the Registration Statement and a copy marked to show all changes from the version confidentially submitted on May 13, 2015.

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except for page references appearing in the headings and Staff comments below (which are references to the Registration Statement submitted on May 13, 2015), all page references herein correspond to the page of the revised draft of the Registration Statement.

General

We acknowledge the Staff’s comment and advise the Staff that we are responding to the Staff’s comments with respect to the confidential treatment request concurrently with the submission of the revised draft of the Registration Statement.

Dilution, page 49

In response to the Staff’s comment, we advise the Staff that the Company has revised page 49 of the Registration Statement to update this calculation to deduct noncontrolling interests from the calculation of historical net tangible book value.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 53

Customers, page 58

In response to the Staff’s comment, we have revised the disclosure on page 58 of the Registration Statement to clarify that total customers includes all customers who have purchased solar energy systems for cash as well as customers who have entered into customer agreements.

Liquidity and Capital Resources, page 68

Sources of Funds, page 69

In response to the Staff’s comment, we respectfully advise the Staff that, on April 1, 2015, the Company entered into a new $205 million credit facility, which is disclosed as a subsequent event on page F-50 of the Registration Statement in the Company’s unaudited financial statements for the quarter ended March 31, 2015. As of the date hereof, the Company has borrowed $120 million under this credit facility. As such, the Company believes it is appropriate to include available borrowings as an additional source of cash over the next 12 months.

Critical Accounting Policies and Estimates, page 77

Common Stock Valuation, page 80

In response to the Staff’s comment, we respectfully advise the Staff that the Company did not grant any options or other equity instruments in the first quarter of 2015. Subsequent to March 31, 2015 the Company has issued option grants to employees as well as common shares in connection with its acquisition of CEE in April 2015. The Company is currently in the process of evaluating the fair value of equity issuances subsequent to March 31, 2015.

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In response to the Staff’s comment, we note that the Company sent requests for proposals to potential underwriters beginning on October 16, 2014. The Company held its organizational meeting with the underwriters on January 14, 2015 and considers this to be the date upon which it finalized its selection of underwriters.

In response to the Staff’s comment, we respectfully advise the Staff that the Company began to estimate entity value using an income/retained value methodology primarily in response to the increased market acceptance of this methodology for valuing the Company’s most directly comparable peer companies, SolarCity, Inc. and Vivint Solar, Inc. Several analysts who follow SolarCity and Vivint Solar recently began using retained value as a metric for valuing both these companies; these trends began to form in late 2014 and early 2015 subsequent to Vivint Solar completing its initial public offering as the Company was evaluating this methodology. This shift in methodology is consistent with the development of the Company’s business model in this time period towards one which is more similar to that of SolarCity and Vivint Solar. Beginning with its acquisition of MEC and continuing through 2014 and into early 2015, the Company’s business model shifted increasingly towards direct-to-consumer sales and installation of solar energy systems rather than a model which was primarily reliant on partners to sell customer agreements and build solar energy systems. With the investment and growth of its direct-to-consumer channel, the Company’s business model became more similar to Solar City and Vivint Solar, and the Company believed it was appropriate to use the same valuation methodology as was applied to these companies, both in their public disclosures and in analyst research. Additionally, the Company compared the valuation as of February 2015 to a valuation using the market approach and noted the valuation was not materially different under either method.

In response to the Staff’s comment, we respectfully advise the Staff that the per share price of the Series E Preferred Shares was negotiated on the basis of the special rights associated with the Series E Preferred Shares compared to both the Company’s common shares and other series of preferred shares. These rights include but are not limited to liquidation preferences, which mean that preferred investors will be paid prior to common stockholders in the event that an IPO is not completed and there is a sale of the Company or its assets, preferential rights in respect of any dividends that may be paid by the Company, the right to appoint a director or board observer, registration rights in respect of the shares, certain rights of first refusal on share sales and anti-dilution and pre-emptive rights. The value of these preferential rights is reflected in the higher purchase price for the Series E Preferred Shares compared to the then fair value of the Company’s common shares.

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In response to the Staff’s comment, we respectfully advise the Staff that the Company considered that due to its unique structure, a substantial portion of its reported revenues are applicable to noncontrolling interests, and therefore the Company deemed that net income/(loss) attributable to common stockholders to be a more appropriate and inclusive measure. The net loss attributable to noncontrolling interests calculated under the HLBV method does not correlate directly to revenues applicable to the noncontrolling interests. Since the net loss attributable to noncontrolling interests has a substantial impact to the net profit/(loss) attributable to common stockholders, a measurement which subtracts the revenues applicable to the noncontrolling interests would not be a fair estimate of the Company’s value. Prior to conforming to the retained value methodology, the Company generated net income attributable to common stockholders in 2010 – 2012 and had forecasted net income in certain future periods. As such, the Company believed it was appropriate to rely on net income/(loss) attributable to common stockholders to calculate entity value when using the market approach as it excludes any loss attributable to noncontrolling interests.

In response to the Staff’s comment, we respectfully advise the Staff that the Company views its primary growth driver and source of recurring contracted revenue to be derived from the leasing of residential solar systems. Although a significant portion of the Company’s revenues in 2014 was the result of solar energy systems and product sales, the Company views these product lines as complimentary to its core leasing business. 

Until recently, there were very few publicly traded residential solar leasing companies. As a result, the Company looked for other industries where equipment is leased over a long period of time. Other equipment leasing industries, such as rail cars or containers, have fixed revenue streams associated with their leasing businesses. The Company believes these leasing companies offer a more comparable business model for valuing the Company. However, with respect to measuring potential volatility, the Company believes that it is susceptible to solar industry specific risks, including changes in regulatory policy or broader solar market downturns. For example, the bankruptcy of certain solar panel manufacturers during the fiscal crisis had an impact on all solar related industries regardless of underlying business model. For this reason, the Company included solar companies in the peer group for purposes of evaluating volatility. For the year ended December 31, 2014 and the quarter ended March 31, 2015, 24% and 23%, respectively, of the Company’s revenue from operating leases and incentives was generated by incentives. Incentives are factored into the electricity rate the Company charges customers for their leases, and are generated by the Company’s leased solar energy systems. Absent the incentives, the Company would charge more for electricity. Additionally, incentives are recognized in a similar fashion to lease payments which provide comparability to other leasing companies.

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In response to the Staff’s comment, we are supplementally providing the Staff with this unaudited information under separate cover.

In response to the Staff’s comment, we respectfully advise the Staff that the decline in per share fair value between June 30, 2014 and September 30, 2014 was attributable to two primary factors: (i) changing market environment in the second half of September 2014 and (ii) a change in the Company’s forecast. Between June 30, 2014 and September 30, 2014, the solar industry continued to experience significant growth and the Company, as well as SolarCity, continued to expand its operations and make significant investments in growth. In response to this trend, the Company announced on September 24, 2014 that it intended to hire an additional 800 employees prior to December 31, 2014 and expand or open 10 new offices in that time period. As a result of its intention to significantly invest in growth during the fourth quarter of 2014, the Company updated its forecast in late September 2014 to reflect this significantly increased investment in order to achieve its forecast level of growth. The Company notes that during this same period, SolarCity’s stock price dropped from $70.60 at June 30, 2014 to $59.60 at September 30, 2014, a 15.6% decline, which primarily occurred after September 12, 2014 when trading closed at $74.01. Given that the Company’s decision was not made until late September 2014, it felt that applying the results of this decision prior to that date was not warranted. Additionally, the Company notes that the number of options granted in September 2014 were relatively small and any interpolation of the fair value decrease would yield an immaterial decrease in stock-based compensation expense in 2014 and all future periods. Once the September 30, 2014 valuation appropriately reflected these recent changes in market environment and Company forecast, there were no additional material changes in market environment or the Company’s business which warranted a re-evaluation of the fair value of the Company’s common stock at December 31, 2014. However, the Company notes that an interpolation of the increase in fair value of $8.24 at September 30, 2014 to the fair value of $9.17 on February 28, 2015 would yield an immaterial increase in stock-based compensation expense in 2014 and all future periods.

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Consistent with the Company’s response to comment 5 above, we respectfully advise the Staff that the one-for-one conversion of the Series E Preferred Shares into common shares which is currently reflected in the Registration Statement requires that the per share price of common shares sold in this initial public offering be at least $17.98 and that the total minimum proceeds from the offering be at least $60 million. The Company is uncertain whether it will achieve a price per share in the IPO of $17.98 and does not believe that the negotiated price in March of 2014 for the Series E Preferred Shares is a determinative valuation metric for the Company’s common stock in respect of the equity transactions described in the Registration Statement.

Index to Consolidated Financial Statements, page F-1

In response to the Staff’s comment, the Company has updated the financial statements and corresponding financial information in the Registration Statement.

Consolidated Balance Sheets, page F-3

In response to the Staff’s comment, the Company respectfully confirms to the Staff that the Company’s consolidated subsidiaries’ credit agreements do not indirectly restrict the payment of loans, advances or cash dividends to the parent. They do not include any specific covenants prohibiting the Company’s subsidiaries from making payments to the parent or indirectly restrict in any other way loans, advances, or cash dividends to the parent.

There is one investment fund where the Company is required to obtain the investor’s consent only if it were to use cash flows from this fund as collateral to finance debt facilities. However, there are no restrictions on the fund’s ability to distribute amounts associated with the net assets attributable to the Company. While the Company does not believe that this limitation is a restriction covered by Article 4-08(e)(3) of Regulation S-X, the Company’s share of net assets of this fund do not exceed 25% of consolidated net assets as of the end of 2014, and disclosure would not be required.

2. Summary of Significant Accounting Policies, page F-8

Segment Information, page F-9

In response to the Staff’s comment, we have updated the disclosure on pages 69, 71 and F-11 of the Registration Statement to disclose revenues from external customers for the categories noted.

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Solar Energy Systems, net, page F-10

In response to the Staff’s comments, we have updated the disclosure on pages 59 to 60 of the Registration Statement to clarify that the calculation of the estimated retained value is indifferent to the assumption of either a purchase of the system, or renewal at the customer’s election.

With respect to our response to the prior comment 45, the Company expects customers to request removal in limited circumstances and the Company assumes removed systems would be sold (as opposed to leased) to new customers.

16. Stock-Based Compensation, page F-31

In response to the Staff’s comment, we have expanded the disclosure on page F-41 of the Registration Statement.

19. Income Taxes, page F-35

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We respectfully advise the Staff that the Company does not depend upon future taxable income exclusive of reversing temporary differences in order to utilize its NOL. As further documented in the supplemental analysis, the Company has determined that the reversal pattern of the taxable temporary differences, which represent a future source of income per ASC 740-10-30-18, provides sufficient positive evidence based on the timing of their reversal as well as the appropriate character to support realization of substantially all of its deferred tax assets inclusive of its net operating loss carryovers.

A significant component of the Company’s taxable temporary differences are the result of the Company’s depreciation of solar energy systems over five years for tax purposes compared to 20 years to a residual value for book purposes. The taxable temporary differences from its investments in partnerships are also primarily related to depreciation timing differences on assets held within the partnerships. This accelerated tax depreciation is a major contributor to the creation of the Company’s NOLs, which are generated over the five year tax depreciation period for solar energy assets and expire after 20 years.

For an individual solar energy system subject to a 20 year customer agreement, this means that the difference in tax versus book timing for recognizing depreciation contributes to the creation of NOLs over a five year period after the solar energy system is placed in service. Therefore, the NOLs related to this individual system expire between years 20 to 25 after the system is placed in service, or an average of 22.5 years. A portion of the NOLs will be realized over the remaining 15 year term of the agreement as the assets continue to be depreciated for book purposes and not for tax purposes. The Company does not estimate future profitability related to the customer agreement in determining whether the NOLs will be realized. The reversal of the taxable temporary differences results in income for tax and not for book purposes as the assets that are fully depreciated for tax purposes continue to be depreciated for book purposes.

The Company assumes most customers will purchase their solar energy system at the end of the initial 20-year period of the customer agreement which is a date prior to the expiration of the associated NOLs, allowing full utilization of the NOL, as a sale of the fully depreciated asset for tax purposes at its book basis would result in no income for book purposes and income for tax purposes (reversing the taxable temporary differences created by the accelerated depreciation).

If the customer does not purchase the solar energy system, there will be taxable temporary differences that have not reversed associated with the book residual value remaining at the end of the 20 year term and any remaining NOLs could expire if unused (refer to separate schedule showing timing of reversal of temporary differences versus expiration of NOLs). The Company believes that customers who do not purchase their solar energy system at the end of the initial term of the customer agreement are likely to renew their customer agreements as the rates they would pay for the solar systems are expected to be lower than the rates they would otherwise pay a utility for electricity.

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The Company has identified a tax strategy of entering into a sale-leaseback transaction as a method to create a taxable gain prior to the expiration of the associated NOLs. In considering this strategy, the Company has assumed a sale equal to the book value of the assets in order to cause existing taxable temporary differences to reverse in the period prior to the expiration of NOLs, thus accelerating the reversal of the taxable temporary difference. The Company believes sale-leaseback transactions are a common financing strategy which is available to many asset classes, as the transaction relies fundamentally on the predictability and reliability of underlying contracted cash flows regardless of the underlying asset which is being financed. All of the solar energy systems included in the Company’s tax planning strategy are subject to contractual arrangements with customers. The Company’s low default rates and strategy of pricing below the price which the customer would otherwise pay their utilities creates a low risk and easily financeable cash stream. The Company has executed such a sale-leaseback transaction in the past and believes that it is more likely than not that it would be able to execute such an arrangement in the future.

In response to the Staff’s comment, the Company is providing a supplemental analysis as requested by the Staff. The Company also advises the Staff that there were no limitations pursuant to IRC 382, Limitation on Net Operating Loss Carryovers and certain built-in-losses following ownership change with respect to the loss carryforwards as the Company has performed a contemporary analysis at each reporting period. Finally, in response to the Staff’s question with respect to the exercise of call options, the Company notes that as of December 31, 2014, it owned $430 million of solar energy assets. This quantity of assets will ensure the Company’s ability to facilitate a sale-leaseback transaction sufficient to utilize potential expiring NOLs and these assets are available for such a transaction without the Company utilizing its call option in any investment funds.

We also respectfully advise the Staff that we have revised the disclosure on page 60 of the Registration Statement to clarify that the Company assumes all customers will either purchase the solar energy system at the end of the initial term of the customer agreement or renew the customer agreement for 10 years at an assumed rate that equals 90% of the contractual rate in effect at the expiration of the initial contract term. The Company has not assumed that 90% of customers will renew their agreements. Instead, for purposes of calculating estimated retained value, the Company has assumed that 100% of customers will either renew their contracts or purchase the solar energy systems at a rate equal to 90% of the customer’s contractual price in effect at the time of renewal.

24. Subsequent Event (unaudited), page F-41

In response to the Staff’s comment, we advise the Staff that the Company has excluded the net income/(loss) attributable to the noncontrolling interests and redeemable noncontrolling interests and assigned a value of zero to the loss years in calculating the numerator for the average income used in the significance tests. We are supplementally providing the Staff with the calculation of the average pre-tax income amount used in the income portion of the significance test under separate cover.

Consistent with our response to comment No. 5, we respectfully advise the Staff that the Company is in the process of determining the fair value for equity awards issued subsequent to March 31, 2015 and will update its disclosure subsequently. As such, the Company intends to update its disclosure regarding the purchase price of CEE on April 1, 2015 as discussed in the subsequent event Note to the financial statements to include the fair value of shares issued in that acquisition in a subsequent amendment to the Registration Statement.

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Please direct any questions regarding the Company’s responses or the revised draft of the Registration Statement to me at (650) 565-3890 or ccheng@wsgr.com.

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