Tesla, Inc. (NASDAQ:TSLA) Files An 8-K Entry into a Material Definitive Agreement

Tesla, Inc. (NASDAQ:TSLA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.

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Note Purchase Agreement

On August 11, 2017, Tesla, Inc. (the “Company”) entered into a purchase agreement with Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several initial purchasers named therein, to issue and sell $1.80 billion aggregate principal amount of 5.30% Senior Notes due 2025 (the “Notes”) in the United States to qualified institutional buyers to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons to Regulation S under the Securities Act. The Notes will be senior unsecured debt obligations of the Company and will initially be guaranteed on a senior unsecured basis by SolarCity Corporation, a wholly-owned subsidiary of the Company (“SolarCity”). The Company intends to use the net proceeds from this offering to strengthen its balance sheet during the period of rapid scaling with the launch of Model 3, and for general corporate purposes. The Company estimates that the net proceeds from this offering will be approximately $1.77 billion, after deducting estimated offering fees and expenses.

ABL Credit Agreement Amendment

On August 11, 2017, the Company and its subsidiary Tesla Motors Netherlands B.V. (“Tesla B.V.” and together with the Company,collectively, the “Borrowers”), entered into the Seventh Amendment (the “Seventh Amendment”) to the ABL Credit Agreement, dated as of June 10, 2015 (as amended, modified or supplemented, the “Credit Agreement”), among the Borrowers, the lenders party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other agents party thereto.The Seventh Amendment amended the Credit Agreement to permit SolarCity to guarantee the Notes, and provides that SolarCity will guarantee the Credit Agreement in connection with its guarantee of the Notes.

Item 1.01Other Events.

On August 7, 2017, the Company issued a press release announcing its proposed offering of the Notes. On August 11, 2017, the Company issued a press release announcing the pricing of its offering of the Notes.

Such press releases are filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this report and are incorporated herein by reference.

Item 1.01Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.

Description

99.1

Press Release of Tesla, Inc., dated August 7, 2017, announcing offering of Notes.

99.2

Press Release of Tesla, Inc., dated August 11, 2017, announcing pricing of its offering of Notes.


Tesla, Inc. Exhibit
EX-99.1 2 tsla-ex991_34.htm EX-99.1 tsla-ex991_34.htm Exhibit 99.1 Tesla Announces Proposed $1.5 Billion Offering of Senior Notes PALO ALTO,…
To view the full exhibit click here

About Tesla, Inc. (NASDAQ:TSLA)

Tesla, Inc., formerly Tesla Motors, Inc., designs, develops, manufactures and sells fully electric vehicles, and energy storage systems, as well as installs, operates and maintains solar and energy storage products. The Company operates through two segments: Automotive, and Energy generation and storage. The Automotive segment includes the design, development, manufacturing, and sales of electric vehicles. The Energy generation and storage segment includes the design, manufacture, installation, and sale or lease of stationary energy storage products and solar energy systems to residential and commercial customers, or sale of electricity generated by its solar energy systems to customers. The Company produces and distributes two fully electric vehicles, the Model S sedan and the Model X sport utility vehicle (SUV). It also offers Model 3, a sedan designed for the mass market. It develops energy storage products for use in homes, commercial facilities and utility sites.

Tesla, Inc. (NASDAQ:TSLA) Recent Trading Information

Tesla, Inc. (NASDAQ:TSLA) closed its last trading session up +2.47 at 357.87 with 4,365,783 shares trading hands.

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