Supplemental Disclosures to the Proxy Statement/Prospectus
As previously announced, on July 6, 2020, Vivint Solar, Inc., a Delaware corporation (Vivint Solar), entered into an Agreement
and Plan of Merger (the merger agreement) with Sunrun Inc., a Delaware corporation (Sunrun) and Viking Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Sunrun (Merger Sub), pursuant
to which Merger Sub will merge with and into Vivint Solar, with Vivint Solar continuing as the surviving corporation (the merger).
This Current Report on Form 8-K (this Form 8-K) is
being filed to update and supplement the joint proxy statement/prospectus (the joint proxy statement/prospectus) (1) included in the Registration Statement on Amendment No. 1 to Form S-4, File
No. 333-246371 (the Registration Statement), filed by Sunrun with the Securities and Exchange Commission (the SEC) on August 14, 2020 and declared effective by the SEC on
September 2, 2020, (2) filed by Sunrun with the SEC as a prospectus on September 2, 2020, (3) filed by Vivint Solar with the SEC as a definitive proxy statement on Schedule 14A on September 2, 2020, and (4) mailed by Vivint Solar
to its stockholders commencing on September 2, 2020. The information contained in this Form 8-K is incorporated by reference into the proxy statement/prospectus. Terms used in this Form 8-K, but not otherwise defined, shall have the meanings ascribed to such terms in the proxy statement/prospectus.
Following the announcement of the merger agreement and as of the date of this Form 8-K, twelve
lawsuits have been filed by alleged stockholders of Vivint Solar and Sunrun challenging the merger.
Sunrun, Vivint Solar and the other
named defendants deny that they have violated any laws or breached any duties to Sunruns or Vivint Solars stockholders and believe that these lawsuits are without merit and that no supplemental disclosure is required to the joint proxy
statement/prospectus under any applicable law, rule or regulation. However, solely to eliminate the burden and expense of litigation and to avoid any possible disruption to the merger that could result from further litigation, Sunrun and Vivint
Solar are providing the supplemental disclosures set forth in this Form 8-K. The supplemental information contained in this Form 8-K should be read in conjunction with
the joint proxy statement/prospectus, which we urge you to read in its entirety. Nothing in this Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the
disclosures set forth herein. To the extent that information in this Form 8-K differs from, or updates information contained in, the proxy statement/prospectus, the information in this Form 8-K shall supersede or supplement the information in the proxy statement/prospectus. The information contained in this supplement speaks only as of September 22, 2020, unless the information specifically
indicates that another date applies. Except as otherwise described in this Form 8-K or the documents referred to, contained in or incorporated by reference in this Form
8-K, the proxy statement/prospectus, the annexes to the proxy statement/prospectus and the documents referred to, contained in or incorporated by reference in the proxy statement/prospectus are not otherwise
modified, supplemented or amended.
If you have not already submitted a proxy for use at the Sunrun virtual special meeting, you are
urged to do so promptly. This Form 8-K does not affect the validity of any proxy card or voting instructions that Sunrun stockholders may have previously received or delivered. No action is required by
any Sunrun stockholder who has previously delivered a proxy or voting instructions and who does not wish to revoke or change that proxy or voting instructions.
Supplemental Disclosures
All page
references are to pages in the joint proxy statement/prospectus, and terms used below, unless otherwise defined, have the meanings set forth in the joint proxy statement/prospectus.
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1.
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The following disclosure replaces the fourth full paragraph on page 22 of the joint proxy
statement/prospectus. The modified text is underlined below:
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Additional complaints were filed on August 24, 25,
26, 27, and 31, and on September 4, 9, 11, and 18, 2020 in the United States District Court for the District of Delaware, the Eastern District of New York, the Southern District of New York,
and the Northern District of California. Two of the complaints name as defendants each of the members of the Vivint Solar board and Vivint Solar (collectively, the Vivint Solar Defendants) and Sunrun and Merger Sub, while the four
complaints filed in the Eastern and Southern Districts of New York, one of the complaints filed in the District of Delaware, and two of the complaints filed in the Northern District of California name only the Vivint Solar
Defendants. One of the complaints filed in the Northern District of California names only Sunrun and the Sunrun board as defendants. All assert violations of Section 14(a) and 20(a) of the Exchange Act
and Rule 14a-9, alleging that the Registration Statement on Form S-4 omitted or misrepresented material information regarding the merger. The complaints filed between
August 24, 27, and September 4, 9, 11, and 18 all additionally assert a violation of Section 20(a) of the Exchange Act.
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