|6 Months Ended|
Jun. 30, 2020
|Subsequent Events [Abstract]|
|Subsequent Events||Subsequent Events
Proposed Acquisition of Vivint Solar, Inc.
On July 6, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Vivint Solar, Inc. (“Vivint Solar”) and Viking Merger Sub, Inc., a Delaware corporation and the Company’s direct wholly owned subsidiary. Pursuant to the Merger Agreement, the Company will acquire Vivint Solar in an all-stock transaction. Each share of Vivint Solar common stock issued and outstanding immediately prior to the effective time of the merger will be converted automatically into the right to receive 0.55 shares of the Company’s common stock. Vivint Solar stockholders are expected to own approximately 36% and the Company’s stockholders are expected to own approximately 64% of the fully diluted shares of the combined company.
The acquisition of Vivint Solar is expected to be completed during the fourth quarter of 2020, subject to approval by Vivint Solar and Sunrun stockholders, regulatory approvals and other customary closing conditions.
The Merger Agreement provides for certain termination rights for both parties and provides that, in connection with a termination of the Merger Agreement under certain specified circumstances, Vivint Solar will be required to pay Sunrun a termination fee of $54.0 million or Sunrun will be required to pay Vivint Solar a termination fee of $45.0 million or $107.0 million.Private PlacementOn July 29, 2020, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with SK E&S Co., Ltd., a corporation organized under the laws of the Republic of Korea (“SK”), an aggregate of 2,074,688 shares of its common stock, par value $0.0001 per share (the “Shares”), at a price per share of $36.15, for a purchase price of approximately $75.0 million. The Company’s sale and issuance of the shares to SK will occur on a date to be determined during the week of August 10, 2020. The private placement is made concurrently with an agreement between the Company and SK E&S and other affiliated companies to co-invest in a new venture focusing on home electrification. The electrification venture will have a contribution of $150.0 million, with SK E&S and other affiliated companies investing $75.0 million in cash and Sunrun investing $65.0 million in cash and contributing advisory services valued at $10.0 million. Each entity will have equal ownership of the venture.
The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
Reference 1: http://www.xbrl.org/2003/role/disclosureRef