Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

v3.20.2
Subsequent Events
9 Months Ended
Sep. 30, 2020
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
Acquisition of Vivint Solar, Inc.

On October 8, 2020, the Company completed the acquisition of Vivint Solar, a leading full-service residential solar provider in the United States, at an estimated purchase price of $5.0 billion, pursuant to an Agreement and Plan of Merger, dated as of July 6, 2020, by and among the Company, Vivint Solar and Viking Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub merged with and into Vivint Solar, with Vivint Solar continuing as the surviving corporation (the “Merger”). As a result of the Merger, Vivint Solar became a direct wholly owned subsidiary of the Company.

Each share of Vivint Solar common stock, par value $0.01 per share, issued and outstanding immediately prior to the effective time of the Merger was converted automatically into the right to receive 0.55 shares of the Company’s common stock, par value $0.0001 per share, and, if applicable, an amount in cash, without interest, rounded down to the nearest cent, in lieu of any fractional share interest in the Company's Common Stock to which such holder otherwise would have been entitled. Pursuant to these terms, the Company issued 69,472,495 shares of common stock to complete its acquisition.

The following table shows selected unaudited pro forma condensed combined total revenues of the Company after giving effect to the merger. The selected unaudited pro forma condensed combined total revenues for the nine months ended September 30, 2020 and 2019 give effect to the Merger if it occurred on January 1, 2019, the first day of the Company’s 2019 fiscal year (in thousands).


Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Total revenues $ 316,158  $ 319,176  $ 904,917  $ 877,973 
The unaudited pro forma total revenues data is presented for illustrative purposes only and is not necessarily indicative of actual or future revenues that would have been realized if the Merger had been completed as of the dates indicated or will be realized upon the completion of the accounting for the Merger. Due to the time between the date the acquisition was completed and the filing of this Quarterly Report on Form 10-Q, it is not practicable for the Company to disclose pro forma earnings.

The acquisition will be accounted for under FASB Accounting Standards Codification Topic 805, Business Combinations. The Company is currently evaluating this guidance and the impact it will have on the Company's consolidated financial statements and disclosures.