GOLDMAN, SACHS & CO.
CREDIT SUISSE SECURITIES (USA) LLC
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
J.P. MORGAN SECURITIES LLC
October 15, 2013
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, DC 20549
| Attention: | Erin Jaskot | |||
Jay Ingram | ||||
Nudrat Salik | ||||
Rufus Decker | ||||
| RE: | SolarCity Corporation | |||
Registration Statement on Form S-1 (File No. 333-189405) | ||||
Acceleration Request | ||||
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the several underwriters (the “Representatives”), hereby join in the request of SolarCity Corporation (the “Registrant”), for the acceleration of the effective date of the above-referenced registration statement (the “Registration Statement”), relating to a public offering of shares of the Registrant’s common stock, par value $0.0001 per share, so that the Registration Statement may be declared effective at 4:01 p.m. (Eastern Time), on October 15, 2013, or at such later time as may be orally requested.
In connection with the foregoing and pursuant to Rule 460 under the Securities Act, we hereby advise you that copies of the preliminary prospectus, dated October 11, 2013, have been distributed as follows:
| No. of Copies | ||||
Copies to investors | 4,606 | |||
Copies to others | 0 | |||
|
| |||
Total | 4,606 |
Securities and Exchange Commission
October 15, 2013
Page 2
The undersigned, as Representatives of the several underwriters, hereby represent on behalf of the underwriters that the underwriters have and will, and each underwriter and dealer has advised the undersigned that it has and will, comply with Securities and Exchange Commission Release No. 33-4968 of the Securities Act and Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the above-proposed offering.
[Signature page follows]
Very truly yours,
Goldman, Sachs & Co.
Credit Suisse Securities (USA) LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
J.P. Morgan Securities LLC
as Representatives of the several Underwriters
GOLDMAN, SACHS & CO.
and on behalf of MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: | /s/ Adam Greene | |
Name: Adam Greene | ||
Title: Vice President | ||
CREDIT SUISSE SECURITIES (USA) LLC
By: | /s/ Elena Savostianova | |
Name: Elena Savostianova | ||
Title: Director | ||
J.P. MORGAN SECURITIES LLC
By: | /s/ Sri Kosaraju | |
Name: Sri Kosaraju | ||
Title: Managing Director | ||
[Signature Page to Common Stock Acceleration Concurrence]
