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25.
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The following disclosure replaces the last full paragraph on page 148 of the joint proxy
statement/prospectus. The modified text is underlined below:
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A fifth complaint (captioned Brown v. Vivint
Solar, Inc., et al., No. 20-cv-06900 (S.D.N.Y.)) was filed on August 26, 2020 against the Vivint Solar Defendants. On August 27, a sixth complaint
(captioned Alanazi v. Vivint Solar, Inc., et al., No. 20-cv-06926 (S.D.N.Y.)) and a seventh complaint (captioned Alvarez v. Vivint Solar, Inc., et
al., No. 20-cv-4000 (E.D.N.Y.)) were filed against the Vivint Solar Defendants. An eighth complaint (captioned Silverberg v. Vivint Solar, Inc., et
al., No. 20-cv-07051 (S.D.N.Y.)) was filed against the Vivint Solar Defendants on August 31, 2020. The Brown, Alanazi and
Alvarez complaints allege that the Vivint Solar Defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 by omitting or misrepresenting material information in the Form S-4 relating to the merger, and the Alanazi complaint contains an additional allegation that the Vivint directors breached their fiduciary duty of candor and disclosure.
The Silverberg complaint was filed as a purported class action, and alleges only a violation of Section 14(a) of the Exchange Act and Rule 14a-9. They do not allege any claims against the
Sunrun Defendants. Additional complaints were filed against the Vivint Solar Defendants on September 4, 11, and 18, 2020 (captioned Bushansky v. Vivint Solar, Inc., et al., No. 5:20-cv-6277 (N.D. Cal.), Friedman v. Vivint Solar, Inc., et al., No. 5:20-cv-6402 (N.D. Cal.), and Federman v. Vivint
Solar, Inc., et al., No. 1:20-cv-01257 (D. Del.), respectively), and against Sunrun and the Sunrun board on September 9, 2020 (captioned Patino v. Sunrun,
Inc., et al., No. 3:20-cv-6357 (N.D. Cal.)). All of the complaints allege that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 by omitting or misrepresenting material information in the Form S-4 relating to the merger.
Forward-Looking Statements
This
communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, statements based upon or relating to Sunrun’s and Vivint Solar’s expectations or
predictions of future financial or business performance or conditions. Forward-looking statements generally relate to future events or future financial or operating performance. In some cases, you can identify forward-looking statements by terms
such as “may,” “will,” “should,” “would,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,”
“contemplates,” “believes,” “estimates,” “predicts,” “potential,” “will be,” “will likely result” or “continue” or the negative of these words or other similar terms or
expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements may include, but are not limited to, statements concerning the expected benefits of the transaction; cost synergies and opportunities resulting from
the transaction; Sunrun’s leadership position in the industry; the availability of rebates, tax credits and other financial incentives including solar renewable energy certificates, or SRECs, and federal and state incentives; regulations and
policies related to net metering and interconnection limits or caps and decreases to federal solar tax credits; determinations by the Internal Revenue Service of the fair market value of Sunrun’s and Vivint Solar’s solar energy systems;
changes in regulations, tariffs and other trade barriers and tax policy; the retail price of utility-generated electricity or electricity from other energy sources; federal, state and local regulations and policies governing the electric utility
industry and developments or changes with respect to such regulations and policies; the ability of Sunrun and Vivint Solar to manage their supply chains (including the availability and price of solar panels and other system components and raw
materials) and distribution channels and the impact of natural disasters and other events beyond their control; the ability of Sunrun and Vivint Solar and their industry to manage recent and future growth, product offering mix, and costs (including,
but not limited to, equipment costs) effectively, including attracting, training and retaining sales personnel and solar energy system installers; Sunrun’s and Vivint Solar’s strategic partnerships and expected benefits of such
partnerships; the sufficiency of Sunrun’s and Vivint Solar’s cash, investment fund commitments and available borrowings to meet anticipated cash needs; the need and ability of Sunrun and Vivint Solar to raise capital, refinance existing
debt and finance their respective obligations and solar energy systems from new and existing investors; the potential impact of interest rates on Sunrun’s and Vivint Solar’s interest expense; the course and outcome of litigation and
investigations and the ability of Sunrun and Vivint Solar to consummate the transactions contemplated by the definitive transaction agreement in a timely manner or at all. These statements are not guarantees of future performance; they reflect
Sunrun’s and Vivint Solar’s current views with respect to future events and are based on assumptions and estimates and subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or
achievements to be materially different from expectations or results projected or implied by forward-looking statements. These risks include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to
the termination of the definitive transaction agreement or the failure to satisfy the closing conditions; the possibility that the consummation of the proposed transactions is delayed or does not occur, including the failure of the parties’
stockholders to approve the proposed transactions; uncertainty regarding the timing of the receipt of required regulatory approvals for the merger and the possibility that the parties may be required to accept conditions that could reduce or
eliminate the anticipated benefits of the merger as a condition to obtaining regulatory approvals or that the required regulatory approvals might not be obtained at all; the outcome of any legal proceedings that have been or may be instituted
against the parties or others following announcement of the transactions contemplated by the definitive transaction agreement; challenges, disruptions and costs of closing, integrating and achieving anticipated synergies, or that such synergies will
take longer to realize than expected; risks that the merger and other transactions contemplated by the definitive transaction agreement disrupt current plans and operations that may harm the parties’ businesses; the amount of any costs, fees,
expenses, impairments and charges related to the merger; uncertainty as to the effects of the announcement or pendency of the merger on the market price of the parties’ respective common stock and/or on their respective financial performance;
uncertainty as to the long-term value of Sunrun’s and Vivint Solar’s common stock; the ability of Sunrun and Vivint Solar to raise capital from third parties to grow their business; any rise in interest rates which would increase the cost
of capital; the ability to meet covenants in investment funds and debt facilities; the potential inaccuracy of the assumptions employed in calculating operating metrics; the failure of the energy industry to develop to the size or at the rate Sunrun
and Vivint Solar expect; and the inability of Sunrun and Vivint Solar to finance their solar service offerings to customers on an economically viable basis. These risks and uncertainties may be amplified by the ongoing
COVID-19 pandemic, which has caused significant economic uncertainty and negative impacts on capital and credit markets. The extent to which the COVID-19 pandemic
impacts Sunrun’s and Vivint Solar’s businesses, operations, and financial results, including the duration and magnitude of such effects, will depend on numerous factors, many of which are unpredictable, including, but not limited to, the
duration and spread of the pandemic, its severity, the actions to contain the pandemic or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume.
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