SolarCity IPO reveals Federal investigation of large installers

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SolarCity’s long-anticipated IPO registration, filed last week, revealed that the U.S. Department of the Treasury in July began an investigation into whether large installer companies have been overvaluing PV arrays financed under the 1603 grant program.

SolarCity press release:

SOLARCITY Files Registration Statement for Proposed Initial Public Offering

SAN MATEO, Calif., Oct. 5, 2012— SolarCity Corporation, a provider of clean distributed energy, announced today that it has publicly filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (SEC) relating to a proposed initial public offering of its common stock. The number of shares to be offered and the price range for the offering have not been determined. SolarCity intends to apply to list its common stock on The NASDAQ Global Market under the ticker symbol “SCTY”.

Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC and BofA Merrill Lynch will act as joint book-running managers for the offering. Needham & Company, LLC and Roth Capital Partners will act as co-managers.

This offering will be made only by means of a prospectus. A copy of the preliminary prospectus, when available, may be obtained from Goldman, Sachs & Co., 200 West Street, New York, New York 10282, Attention: Prospectus Department, by calling (866) 471-2526, or by e-mailing prospectus-ny@ny.email.gs.com; from Credit Suisse Securities (USA) LLC, One Madison Avenue, New York, NY 10014, Attention: Prospectus Department, or by telephone at 1-800-221-1037; or from BofA Merrill Lynch, 222 Broadway, 7th Floor, New York, New York 10038, Attention: Prospectus Department, or by e-mailingdg.prospectus_requests@baml.com.

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Excerpt from the filing:

In July 2012, we and other companies with significant market share, and other companies related to the solar industry, received subpoenas from the U.S. Department of Treasury’s Office of the Inspector General to deliver certain documents in our respective possession. In particular, our subpoena requested, among other things, documents dated, created, revised or referred to since January 1, 2007 that relate to our applications for U.S. Treasury grants or communications with certain other solar development companies or certain firms that appraise solar energy property for U.S. Treasury grant application purposes. The Inspector General is working with the Civil Division of the U.S. Department of Justice to investigate the administration and implementation of the U.S. Treasury grant program, including possible misrepresentations concerning the fair market value of the solar power systems submitted for grant under that program made in grant applications by companies in the solar industry, including us. We intend to cooperate fully with the Inspector General and the Department of Justice. We anticipate that at least six months will be required to gather all of the requested documents and provide them to the Inspector General, and at least another year following that for the Inspector General to conclude its review of the materials.

We are not aware of, and have not been made aware of, any specific allegations of misconduct or misrepresentation by us or our officers, directors or employees, and no such assertions have been made by the Inspector General or the Department of Justice. However, if at the conclusion of the investigation the Inspector General concludes that misrepresentations were made, the Department of Justice could decide to bring a civil action to recover amounts it believes were improperly paid to us. If it were successful in asserting this action, we could then be required to pay damages and penalties for any funds received based on such misrepresentations (which, in turn, could require us to make indemnity payments to certain of our fund investors). Such consequences could have a material adverse effect on our business, liquidity, financial condition and prospects. Additionally, the period of time necessary to resolve the investigation is uncertain, and this matter could require significant management and financial resources that could otherwise be devoted to the operation of our business.

The Internal Revenue Service recently notified us that it is conducting an income tax audit of two of our investment funds.

In October of 2012, we were notified that the Internal Revenue Service was commencing income tax audits of two of our investment funds which audit will include a review of the fair market value of the solar power systems submitted for grant under the 1603 Grant Program. If, at the conclusion of the audits currently being conducted, the Internal Revenue Service determines that the valuations were incorrect and that our investment funds received U.S. Treasury grants in excess of the amounts to which they were entitled, we could be subject to tax liabilities, including interest and penalties, and we could be required to make indemnity payments to the fund investors.

http://www.solarcity.com/pressreleases/137/SOLARCITY-Files-Registration-Statement-for-Proposed-Initial-Public-Offering.aspx

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