Sunrun Inc. (NasdaqGS:RUN) entered into a definitive agreement to acquire Vivint Solar, Inc. (NYSE:VSLR) from The Blackstone Group Inc. (NYSE:BX) and others for $1.5 billion on July 6, 2020. Under the terms of the 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 Sunrun common stock. Upon completion, Vivint Solar, Inc. stockholders are expected to own approximately 36% and Sunrun Inc. stockholders are expected to own approximately 64% of the fully diluted shares of the combined company. Upon closing, Vivint Solar will become Sunrun and will no longer operate under the Vivint Solar name or branding. Sunrun and Vivint will continue to operate as separate entities until the deal closes. Post closing, both the companies will start an integration process to bring them together. Vivint Solar will be required to pay Sunrun a termination fee of $54 million or Sunrun will be required to pay Vivint Solar a termination fee of $45 million or $107 million. Vivint Solar's leadership and sales team will be an integral part of Sunrun's organization. Sunrun's Board of Directors will be expanded by adding two Directors, one of which is expected to be Vivint Solar's Chief Executive Officer, David Bywater. Once the deal is closed, the integrated company Sunrun will continue to be led by Lynn Jurich as Chief Executive Officer.

The transaction is subject to approval by Vivint Solar and Sunrun stockholders, regulatory approvals, the expiration or termination of the applicable waiting period (or any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the approval for listing of the shares of Sunrun common stock that will be issuable pursuant to the merger agreement on NASDAQ and the effectiveness of a registration statement with respect to such Sunrun common stock, receipt by each of Vivint Solar and Sunrun of an opinion of its respective outside counsel or another nationally recognized law firm (including outside counsel to the other party) to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended and other customary closing conditions. The Board of Directors of Sunrun and Vivint Solar have each unanimously approved the transaction. Support agreements have been obtained from both companies' largest stockholders, The Blackstone Group Inc. and Tiger Global Management LLC, to vote their respective shares in favor of the merger and the share issuance, respectively. As of September 2, 2020, Sunrun registration statement declared effective by SEC. As of September 11, 2020, Department of Justice granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. As of October 1, 2020, the transaction has been approved by the shareholders of Sunrun and Vivint Solar. The transaction is expected to be completed during the fourth quarter of 2020. As of September 11, 2020, the transaction is expected to close in early October 2020.

Credit Suisse Securities (USA) LLC acted as financial advisor while Jamie Leigh, Ian Nussbaum, Calise Cheng, Alessandra Murata, Michelle Lara, Eileen Marshall, Wendy J. Brenne, Barbara Mirza, Adam Connolly, TJ Graham, Adriana Wirtz and Patrick Flanagan of Cooley LLP and Jeny Maier of Axinn, Veltrop & Harkrider LLP acted as legal advisors to Sunrun Inc. Arindum Basu of KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC and BofA Securities, Inc. acted as financial advisors while Elizabeth A. Cooper, Brian M. Stadler, Gregory T. Grogan, Andrew B. Purcell, Genevieve Dorment and Adeeb R. Fadil of Simpson Thacher & Bartlett LLP and Robert G. Day, Michael Nordtvedt, Scott Zimmermann, Stuart Odell, Scott Sher, Brandon Gantus, Michelle Hale and J. Todd Hahn of Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisors to Vivint Solar, Inc. Christopher Machera, Steven Newborn, Megan Granger, Mark Schwed, Howard Dicker and Adé Heyliger of Weil, Gotshal & Manges LLP acted as legal advisors to The Blackstone Group Inc. Morgan Stanley & Co. LLC and BofA Securities, Inc. issued an opinion to Vivint Solar that the exchange ratio is fair. Credit Suisse Securities (USA) LLC issued an opinion to Sunrun that the exchange ratio pursuant to this agreement is fair, from a financial point of view. Innisfree M&A Inc. acted as proxy solicitor for Vivint Solar and will receive a fee of approximately $20,000 for its services. MacKenzie Partners, Inc. acted as proxy solicitor for Sunrun and will receive a fee of approximately $15,000 for its services. Credit Suisse Securities (USA) LLC will receive a transaction fee of $14 million from Sunrun, $1.5 million of which became payable upon the rendering of Credit Suisse's opinion. Vivint Solar will pay Morgan Stanley a fee of $15 million for its services, $1.5 million of which became payable upon the rendering of its written opinion. Vivint Solar will pay BofA Securities an aggregate fee of $6 million in connection with the merger, $1 million of which was payable upon delivery of its opinion. Computershare Trust Company, NA acted as Vivint Solar's transfer agent and American Stock Transfer & Trust Company, LLC acted as Sunrun's transfer agent. Mark Director and George Stamas of Gibson, Dunn & Crutcher LLP acted as legal advisors to Morgan Stanley & Co. LLC.

Sunrun Inc. (NasdaqGS:RUN) completed the acquisition of Vivint Solar, Inc. (NYSE:VSLR) from The Blackstone Group Inc. (NYSE:BX) and others on October 8, 2020. As a result of the Merger, Vivint Solar became a direct wholly owned subsidiary of Sunrun, followed by regulatory approval received. As a part of acquisition, 3,800 employees of Vivint Solar will join Sunrun, bringing the total employees to approximately 8,500 as of December 31, 2020. Stockholders of Vivint Solar immediately prior to the completion of the merger ceased to have any rights as stockholders of Vivint Solar other than the right to receive the merger consideration in accordance with the merger agreement. Pursuant to the merger agreement, as of the Effective Time, Lynn Jurich, Tom vonReichbauer and Jeanna Steele, the Directors of Merger Sub immediately prior to the Effective Time, became the Directors of Vivint Solar.