Tesla, Inc. (NASDAQ:TSLA) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement |
The information set forth in Item 8.01 of this Current Report on
Form 8-K under the headings Supplemental Indenture Relating to
Convertible Senior Notes, Note Hedge Transactions and Warrant
Transactions is incorporated by reference into this Item 1.01.
| Item2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth in Item 8.01 of this Current Report on
Form 8-K under the heading Supplemental Indenture Relating to
Convertible Senior Notes is incorporated by reference into this
Item 2.03.
| Item3.02 | Unregistered Sales of Equity Securities |
The information set forth in Item 8.01 of this Current Report on
Form 8-K under the heading Warrant Transactions is incorporated
by reference into this Item 3.02.
| Item8.01 | Other Events |
On March22, 2017, Tesla, Inc. (the Company) closed its
previously announced underwritten public offerings of (1)
1,536,259 shares of common stock of the Company, par value $0.001
per share (the Common Stock), which includes 200,381
shares sold to the underwriters (the Underwriters) option
to purchase additional shares, which was exercised in full on
March20, 2017; and (2) $850.0million aggregate principal amount
of the Companys 2.375% Convertible Senior Notes due March15, 2022
(the Notes), in each case to a Registration Statement on
Form S-3 (File No.333-211437) (the Registration Statement)
and a related prospectus, together with the related prospectus
supplements for the underwritten public offerings of the Common
Stock and the Notes, filed with the Securities and Exchange
Commission.
In connection with these offerings, the legal opinion as to the
legality of the Common Stock and the Notes sold is being filed as
Exhibit 5.1 to this Current Report on Form 8-K and is
incorporated herein and into the Registration Statement by
reference.
Supplemental Indenture Relating to Convertible Senior
Notes
On March22, 2017, the Company entered into a Fourth Supplemental
Indenture relating to the issuance by the Company of the Notes
(the Supplemental Indenture) supplementing the Indenture,
dated May22, 2013 (the Base Indenture, and together with
the Supplemental Indenture, the Indenture), by and between
the Company and U.S. Bank National Association , as trustee (the
Trustee). The Notes will bear interest at a rate of
2.375%per year, payable semi-annually in arrears on March15 and
September15 of each year, commencing September15, 2017. The Notes
will mature on March15, 2022, unless, in each case, earlier
repurchased by the Company or converted to their respective
terms.
The initial conversion rate of the Notes is 3.0534 shares of
Common Stock per $1,000 principal amount of the Notes (which is
equivalent to an initial conversion price of approximately
$327.50 per share). The conversion rate for the Notes will be
subject to adjustment upon the occurrence of certain specified
events but will not be adjusted for accrued and unpaid interest.
In addition, upon the occurrence of a make-whole fundamental
change (as defined in the Supplemental Indenture), the Company
will, in certain circumstances, increase the conversion rate by a
number of additional shares for a holder that elects to convert
the Notes in connection with such make-whole fundamental change.
Prior to the close of business on the business day immediately
preceding December15, 2021, the Notes will be convertible only
under the following circumstances: (1)during any calendar quarter
commencing after June30, 2017 (and only during such calendar
quarter), if the last reported sale price of the Common Stock for
at least 20 trading days (whether or not consecutive) during a
period of 30 consecutive trading days ending on the last trading
day of the immediately preceding calendar quarter is greater than
or equal to 130% of the conversion price on each trading day;
(2)during the five business day period after any five consecutive
trading day period in
which the trading price per $1,000 principal amount of the Notes
for each trading day of such period was less than 98% of the
product of the last reported sale price of Common Stock and the
conversion rate on each such trading day; or (3)upon the
occurrence of specified corporate events. On or after December15,
2021, until the close of business on the second scheduled trading
day immediately preceding the maturity date, holders may convert
the Notes at any time. Upon conversion, the Notes will be settled
in cash, shares of Common Stock or a combination thereof, at the
Companys election.
The Company may not redeem the Notes prior to the maturity date;
however, upon the occurrence of a fundamental change (as defined
in the Supplemental Indenture), holders may require the Company
to purchase all or a portion of the Notes for cash at a price
equal to 50% of the principal amount of the Notes to be purchased
plus any accrued and unpaid interest to, but excluding, the
fundamental change purchase date.
The Notes will be the Companys senior unsecured obligations and
will rank senior in right of payment to any of the Companys
indebtedness that is expressly subordinated in right of payment
to the Notes, will rank equally in right of payment with any of
the Companys unsecured indebtedness that is not so subordinated,
including the Companys outstanding 1.50% Convertible Senior Notes
due 2018, 0.25% Convertible Senior Notes due 2019 and 1.25%
Convertible Senior Notes due 2022, will be effectively junior in
right of payment to any of the Companys secured indebtedness to
the extent of the value of the assets securing such indebtedness
and will be structurally subordinated to all indebtedness and
other liabilities of the Companys subsidiaries.
Each of the following events is considered an event of default
with respect to the Notes, which may result in the acceleration
of the maturity of the Notes:
| (1) |
a default in any payment of interest on the Notes when due and payable and the default continues for a period of 30 days; |
| (2) |
a default in the payment of principal of the Notes when due and payable at the stated maturity, upon any required purchase, upon declaration of acceleration or otherwise; |
| (3) |
a failure by the Company to comply with its obligation to convert the Notes upon exercise of a holders conversion right for a period of five business days; |
| (4) |
a failure by the Company to comply with its obligations under the Indenture with respect to consolidation, merger and sale of assets of the Company; |
| (5) |
failure by the Company to give a fundamental change notice at the time, in the manner, and with the contents under the Indenture when due; |
| (6) |
the Companys failure for 60 days after written notice from the Trustee or the holders of at least 25% in principal amount of the Notes then outstanding has been received to comply with any of the Companys other agreements contained in the Global Note (as defined below) or the Indenture; |
| (7) |
a default by the Company or any significant subsidiary (as defined in the Supplemental Indenture) with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $150million (or its foreign currency equivalent) in the aggregate of the Company and/or any such subsidiary, whether such indebtedness now exists or shall hereafter be created (i)resulting in such indebtedness becoming or being declared due and payable or (ii)constituting a failure to pay the principal of any such debt when due and payable at its stated maturity, upon required purchase, upon declaration of acceleration or otherwise, and such acceleration shall not have been rescinded or annulled or such failure to pay shall not have been cured, as the case may be, within 30 days after written notice from the Trustee or the holders of at least 25% in principal amount of the Notes (provided, however, that if any such failure or acceleration referred to in (i)or (ii)above shall cease or be cured, waived, rescinded or annulled, then the event of default by reason thereof shall be deemed not to have occurred); and |
| (8) |
certain events of bankruptcy, insolvency, or reorganization of the Company or any significant subsidiary. |
If an event of default occurs with respect to the Notes, and is
continuing (other than an event of default described in clause
(8)above with respect to the Company (and not with respect to a
significant subsidiary)), the Trustee by notice to the Company,
or the holders of at least 25% in principal amount of the
outstanding Notes, by notice to the Company and the Trustee, may
declare 50% of the principal of and accrued and unpaid interest
on all the Notes to be due and payable; upon such a declaration,
such principal and any accrued and unpaid interest will be due
and payable immediately, subject to certain limitations in the
case of an event of default relating to certain failures by the
Company to make certain filings required by it to be made with
the Trustee or the Securities and Exchange Commission to the
Trust Indenture Act of 1939, as amended, or the Securities
Exchange Act of 1934, as amended, respectively. Upon an event of
default described in clause (8)above with respect to the Company,
50% of the aggregate principal amount and accrued and unpaid
interest on the Notes will automatically be due and payable
immediately.
The summary of the foregoing transactions is qualified in its
entirety by reference to the text of the Base Indenture, the
Supplemental Indenture, and the Form of 2.375% Convertible Senior
Note due March15, 2022 included in the Supplemental Indenture
(the Global Note), which are filed as Exhibits 4.1, 4.2
and 4.3, respectively, with this Current Report on Form 8-K and
are incorporated herein and into the Registration Statement by
reference.
Note Hedge Transactions
On March16, 2017, in connection with the offering of the Notes,
the Company entered into note hedge transactions with each of
Goldman, Sachs Co., Deutsche Bank Securities Inc., Citigroup
Global Markets Inc., Morgan Stanley Co. LLC, Barclays Capital
Inc., or their respective affiliates (the Hedge
Counterparties) 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). On March22, 2017, at the closing of the
Offering, the Company paid an aggregate amount of approximately
$177.5million to the Hedge Counterparties for the note hedge
transactions.
If the
Underwriters exercise their options to purchase additional Notes
to the underwriting agreement dated March16, 2017 relating to the
offering of the Notes (the Notes Underwriting Agreement),
the Company expects to enter into additional note hedge
transactions, in substantially the form filed as Exhibit 10.1 to
this Current Report on Form 8-K, with the Hedge Counterparties
with respect to such additional Notes.
Warrant
Transactions
On March16, 2017,
in connection with the offering of the Notes, the Company entered
into warrant confirmations with the Hedge Counterparties in
substantially the form filed as Exhibit 10.2 to this Current
Report on Form 8-K and which is incorporated herein by reference,
to which the Company issued certain warrants (the
Warrants). The Warrants allow the Hedge Counterparties to
acquire, subject to anti-dilution adjustments, up to
approximately 5.2million shares of Common Stock at a strike price
of $655.00 per share in respect of Warrants, which is also
subject to adjustment. The Warrants would separately have a
dilutive effect to the extent that the market value per share of
the Common Stock exceeds the strike price of the Warrants unless,
subject to the terms of the warrant confirmations, the Company
elects to cash settle the Warrants. The Warrants were issued to
the exemption provided by Section4(a)(2) of the Securities Act of
1933, as amended. The Warrants are separate transactions, entered
into by the Company with the Hedge Counterparties, and are not
part of the terms of the Notes. Holders of the Notes will not
have any rights with respect to the Warrants. On March22, 2017,
at the closing of the offering of the Notes, the Company received
aggregate proceeds of approximately $46.0million from the sale of
the Warrants to the Hedge Counterparties.
If the
Underwriters exercise their options to purchase additional Notes
to the Notes Underwriting Agreement and the Company enters into
additional note hedge transactions with the Hedge Counterparties,
the Company expects to enter into additional corresponding
warrant confirmations, in substantially the form filed as
Exhibits 10.2 to this Current Report on Form 8-K, with the Hedge
Counterparties.
| Item9.01 | Financial Statements and Exhibits |
(d)
Exhibits.
|
Exhibit No. |
Description |
|
| 4.1 |
Indenture, dated as of May22, 2013, by and between Tesla Motors, Inc. and U.S. Bank National Association (filed as Exhibit 4.1 to the Companys Current Report on Form 8-K filed on May22, 2013). |
|
| 4.2 |
Fourth Supplemental Indenture, dated as of March22, 2017, by and between Tesla, Inc. and U.S. Bank National Association. |
|
| 4.3 |
Form of 2.375% Convertible Senior Note Due March15, 2022 (included in Exhibit 4.2). |
|
| 5.1 | Opinion of Wilson Sonsini Goodrich Rosati, P.C. | |
| 10.1 | Form of Call Option Confirmation. | |
| 10.2 | Form of Warrant Confirmation. | |
| 23.1 |
Consent of Wilson Sonsini Goodrich Rosati, P.C. (included in Exhibit 5.1). |
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. As of December 31, 2016, the Company produced and sold 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 +4.33 at 255.01 with 4,029,065 shares trading hands.
