Item 1.01. Entry into a Material Definitive Agreement.
Underwritten Public Offering of Common Stock
On May 2, 2019, Tesla, Inc. (the
Company
) entered into an underwriting agreement (the
Common Stock
Underwriting Agreement
) with Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., acting for themselves and as representatives of the several underwriters named in Schedule I to each of the Underwriting Agreements, as
defined below (collectively, the
Underwriters
), to issue and sell 3,086,419 shares of common stock, par value $0.001 per share (the
Common Stock
), of the Company in a public offering pursuant to a Registration
Statement on
Form S-3 (File No. 333-
231168 ) (the
Registration Statement
) and a related prospectus, including the related
prospectus supplement (the
Common Stock Prospectus Supplement
), filed with the Securities and Exchange Commission (the
Common Stock Offering
). In addition, the Company granted the Underwriters an option to
purchase, for a period of 30 calendar days from May 7, 2019, up to an additional 462,962 shares of Common Stock. The Company estimates that the net proceeds from the Common Stock Offering will be approximately $737.0 million, or
approximately $847.6 million if the Underwriters exercise in full their option to purchase the additional shares of Common Stock, after deducting underwriting discounts and estimated offering expenses. The Common Stock Underwriting Agreement
and a copy of the summary of the terms of the Common Stock Offering included in the Common Stock Prospectus Supplement are filed as Exhibit 1.1 and Exhibit 99.1, respectively, to this Current Report on
Form 8-K and
are incorporated herein by reference.
Underwritten Public Offering of 2.00% Convertible
Senior Notes due May 15, 2024
On May 2, 2019, the Company entered into an underwriting agreement (the
Note
Underwriting Agreement
and together with the Common Stock Underwriting Agreement, the
Underwriting Agreements
) with the Underwriters to issue and sell $1.60 billion aggregate principal amount of 2.00% Convertible
Senior Notes due May 15, 2024 (the
Notes
) in a public offering pursuant to the Registration Statement and a related prospectus, including the related prospectus supplement (the
Note Prospectus Supplement
),
filed with the Securities and Exchange Commission (the
Note Offering
). In addition, the Company granted the Underwriters an option to purchase, for a period of 30 calendar days from May 7, 2019, up to an additional
$240.0 million aggregate principal amount of Notes solely to cover over-allotments. The Company estimates that the net proceeds from the Note Offering will be approximately $1.58 billion, or approximately $1.82 billion if the
Underwriters exercise in full their option to purchase the additional Notes, after deducting underwriting discounts and estimated offering expenses. The Note Underwriting Agreement and a copy of the summary of the terms of the Note Offering included
in the Note Prospectus Supplement are filed as Exhibit 1.2 and 99.2, respectively, to this Current Report on
Form 8-K and
are incorporated herein by reference.
The Notes will be issued pursuant to a supplemental indenture to be entered into supplementing the Indenture, dated May 22, 2013, by and
between the Company and U.S. Bank National Association, as trustee.
Note Hedge Transactions
On May 2, 2019, in connection with the offering of the Notes, the Company entered into note hedge transactions (the
Note Hedge
Transactions
) with each of Société Générale, Wells Fargo Bank, National Association, Goldman Sachs & Co. LLC, and Credit Suisse Capital LLC, with Credit Suisse Securities (USA) LLC as agent, or their
respective affiliates (the
Hedge Counterparties
) pursuant to call option confirmations in substantially the form filed as Exhibit 10.1 to this Current Report on
Form 8-K and
which
is incorporated herein by reference. The Note Hedge Transactions are expected generally to reduce the potential dilution to the Common Stock and/or offset potential cash payments in excess of the principal amount upon any conversion of the Notes in
the event that the market value per share of the Common Stock, as measured under the terms of the Note Hedge Transactions, is greater than the strike prices of the Note Hedge Transactions (which corresponds to the initial conversion prices of the
Notes and is subject to certain adjustments substantially similar to those contained in the Notes). The Company expects to use approximately $413.8 million from the net proceeds from the issuance and sale of the Notes to pay for the Note Hedge
Transactions.