TESLA MOTORS, INC. (NASDAQ:TSLA) Files An 8-K Entry into a Material Definitive Agreement

TESLA MOTORS, INC. (NASDAQ:TSLA) Files An 8-K Entry into a Material Definitive Agreement

Story continues below

Item1.01.

Entry into a Material Definitive Agreement.

In connection with the completion of the Merger, SolarCity
entered into supplemental indentures (collectively, the
Supplemental Indentures) with respect to each of (i) the
Indenture, dated as of October 21, 2013, between SolarCity and
Wells Fargo Bank, National Association, as trustee, governing
SolarCitys 2.75% Convertible Senior Notes due 2018, (ii) the
Indenture, dated as of September 30, 2014, between SolarCity and
Wells Fargo Bank, National Association, as trustee, governing
SolarCitys 1.625% Convertible Senior Notes due 2019, and (iii)
the Indenture, dated as of December 7, 2015, between SolarCity
and Wells Fargo Bank, National Association, as trustee, governing
SolarCitys Zero Coupon Convertible Senior Notes due 2020. The
Supplemental Indentures provide that, following the consummation
of the Merger, the holders of SolarCitys convertible notes will
have the right to convert each $1,000 of principal amount of
their convertible notes into, in lieu of SolarCity Common Stock
(as defined below), the number of shares of Tesla Common Stock
(as defined below) that a holder of a number of shares of
SolarCity Common Stock equal to the conversion rate immediately
prior to the effective time of the Merger would have been
entitled to receive upon consummation of the Merger.

The foregoing description of the Supplemental Indentures does not
purport to be complete and is qualified in its entirety by
reference to the Supplemental Indentures, which are included as
Exhibits 4.1, 4.2 and 4.3 hereto and incorporated into this Item
1.01 by reference.

Item2.01. Completion of Acquisition or Disposition of
Assets.

As described above, on the Closing Date, Tesla completed its
previously announced acquisition of SolarCity. As a result of the
Merger, SolarCity became a wholly owned subsidiary of Tesla.

Under the terms of the Merger Agreement, at the effective time of
the Merger (the Effective Time), each share of SolarCity
common stock, par value $0.0001 per share (the SolarCity
Common Stock
), issued and outstanding immediately prior to
the Effective Time (other than shares of SolarCity Common Stock
owned by SolarCity as treasury stock or owned by Tesla or Merger
Sub, which were cancelled) was converted into the right to
receive 0.110 (the Exchange Ratio) shares of Tesla common
stock, par value $0.001 per share (the Tesla Common
Stock
). No fractional shares of Tesla Common Stock were
issued in the Merger, and SolarCity stockholders became entitled
to receive cash in lieu of any fractional shares.

At the Effective Time, SolarCity options and SolarCity restricted
stock unit awards were converted into corresponding equity awards
in respect of Tesla Common Stock based on the Exchange Ratio,
with the awards retaining the same vesting and other terms and
conditions as in effect immediately prior to consummation of the
Merger (except for certain founder options granted in 2015, which
were cancelled for no consideration).

Upon the closing of the Merger, the shares of SolarCity Common
Stock, which previously traded under the ticker symbol SCTY on
the NASDAQ Stock Market (the NASDAQ), have ceased trading
on, and were delisted from, the NASDAQ.

The foregoing description of the Merger and the Merger Agreement
does not purport to be complete and is qualified in its entirety
by reference to the Merger Agreement, a copy of which was
attached as Exhibit 2.1 to Teslas Current Report on Form 8-K
filed with the Securities and Exchange Commission (the
SEC) on August 1, 2016, and is incorporated herein by
reference.

Item8.01. Other Events.

Tesla is registering an aggregate of 2,055,067 shares of Tesla
Common Stock on Teslas Registration Statement on Form S-3 (File
No. 333-211437) (the Registration Statement), as
supplemented by two prospectus supplements, each dated as of
November21, 2016, and to be filed with the SEC on November 21,
2016 (collectively, the Registrations). One prospectus
supplement relates to 2,009,288 shares of Tesla Common Stock
issuable to holders of SolarCitys 2.75% Convertible Senior Notes
due 2018, 1.625% Convertible Senior Notes due 2019 and Zero
Coupon Convertible Senior Notes due 2020 upon conversion thereof.
The second prospectus supplement relates to 45,779 shares of
Tesla Common Stock issuable in respect of certain options held by
former employees of SolarCity (or their respective legal
successors) under the SolarCity Corporation 2012 Equity Incentive
Plan and the SolarCity Corporation 2007 Stock Plan, which were
assumed by Tesla in the Merger.

In connection with the Registrations, the legal opinions as to
the legality of the Tesla Common Stock being registered are being
filed as Exhibit 5.1 and Exhibit 5.2 to this Current Report on
Form 8-K and are incorporated herein and into the Registration
Statement by reference.

On November 21, 2016, Tesla released a press statement announcing
the completion of the Merger, which is included as Exhibit 99.1
hereto and incorporated by reference herein.

Item9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.

Tesla intends to file the financial statements of SolarCity
required by Item 9.01(a) as part of an amendment to this Current
Report on Form 8-K or otherwise not later than 71 calendar days
after the date of this Current Report on Form 8-K is required to
be filed.

(b) Pro Forma Financial Information.

Tesla intends to file the pro forma financial information
required by Item 9.01(b) as part of an amendment to this Current
Report on Form 8-K or otherwise not later than 71 calendar days
after the date of this Current Report on Form 8-K is required to
be filed.

(d) Exhibits.

Exhibit No.

Exhibit Description

2.1* Agreement and Plan of Merger, dated as of July 31, 2016,
among Tesla Motors, Inc., SolarCity Corporation and D
Subsidiary, Inc. (incorporated herein by reference to Exhibit
2.1 to the Current Report on Form 8-K filed by Tesla with the
SEC on August 1, 2016).
4.1 First Supplemental Indenture, dated as of November 21, 2016,
between SolarCity Corporation and Wells Fargo Bank, National
Association, as trustee to the Indenture, dated as of October
21, 2013, between SolarCity Corporation and Wells Fargo Bank,
National Association, as trustee.
4.2 First Supplemental Indenture, dated as of November 21, 2016,
between SolarCity Corporation and Wells Fargo Bank, National
Association, as trustee to the Indenture, dated as of
September 30, 2014, between SolarCity Corporation and Wells
Fargo Bank, National Association, as trustee.
4.3 First Supplemental Indenture, dated as of November 21, 2016,
between SolarCity Corporation and Wells Fargo Bank, National
Association, as trustee to the Indenture, dated as of
December 7, 2015, between SolarCity Corporation and Wells
Fargo Bank, National Association, as trustee.
5.1 Opinion of Wilson Sonsini Goodrich Rosati, Professional
Corporation, relating to the registration of up to 2,009,288
shares.
5.2 Opinion of Wilson Sonsini Goodrich Rosati, Professional
Corporation, relating the registration of up to 45,779
shares.
23.1 Consent of Wilson Sonsini Goodrich Rosati, Professional
Corporation (included in Exhibit 5.1 and Exhibit 5.2 hereto).
23.2 Consent of Wilson Sonsini Goodrich Rosati, Professional
Corporation (included in Exhibit 5.2 hereto).
99.1 Press Statement, released November 21, 2016.
* Schedules have been omitted to Item 601(b)(2) of Regulation
S-K. Tesla hereby undertakes to supplementally furnish copies
of any of the omitted schedules upon request by the SEC.

to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

TESLA MOTORS, INC.
Date:November 21, 2016 By:

/s/ Todd A. Maron

Name: Todd A. Maron
Title: General Counsel

EXHIBIT INDEX

Exhibit No.

Exhibit Description

2.1* Agreement and Plan of Merger, dated as of July 31, 2016,
among Tesla Motors, Inc., SolarCity Corporation and D
Subsidiary, Inc. (incorporated herein by reference to Exhibit
2.1 to the Current Report on Form 8-K filed by Tesla with the
SEC on August 1, 2016).
4.1 First Supplemental Indenture, dated as of November 21, 2016,
between SolarCity Corporation and Wells Fargo Bank, National
Association, as trustee to the Indenture, dated as of October
21, 2013, between SolarCity Corporation and Wells Fargo Bank,
National Association, as trustee.
4.2 First Supplemental Indenture, dated as of November 21, 2016,
between SolarCity Corporation and Wells Fargo Bank, National
Association, as trustee to the Indenture, dated as of
September 30, 2014, between SolarCity Corporation and Wells
Fargo Bank, National Association, as trustee.
4.3 First Supplemental Indenture, dated as of November 21, 2016,
between SolarCity Corporation and Wells Fargo Bank, National
Association, as trustee to the Indenture, dated as of
December 7, 2015, between SolarCity Corporation and Wells
Fargo Bank, National Association, as trustee.
5.1 Opinion of Wilson Sonsini Goodrich Rosati, Professional
Corporation relating to the registration of up to 2,009,288
shares.
5.2 Opinion of Wilson Sonsini Goodrich Rosati, Professional
Corporation relating to the registration of up to 45,779
shares.
23.1 Consent of Wilson Sonsini Goodrich Rosati, Professional
Corporation (included in Exhibit 5.1 and Exhibit 5.2 hereto).
23.2 Consent of Wilson Sonsini Goodrich Rosati, Professional
Corporation (included in Exhibit 5.2 hereto).
99.1 Press Statement, released November 21, 2016.
* Schedules have been omitted


About TESLA MOTORS, INC. (NASDAQ:TSLA)

Tesla Motors, Inc. designs, develops, manufactures and sells electric vehicles and energy storage products. The Company produces and sells two electric vehicles: the Model S sedan and the Model X sport utility vehicle (SUV). The Company has delivered over 107,000 Model S vehicles across the world. In addition to developing its own vehicles, it sells energy storage products. Its energy storage products include the seven kilowatt-hour and 10 kilowatt-hour Powerwall for residential applications, and the 100 kilowatt-hour Powerpack for commercial and industrial applications. The Company delivers energy storage products under the Tesla Energy brand. It manufactures its products primarily at its facilities in Fremont, California, Lathrop, California, Tilburg, Netherlands and at its Gigafactory near Reno, Nevada. The Company uses battery packs manufactured at the Gigafactory for its energy storage products.

TESLA MOTORS, INC. (NASDAQ:TSLA) Recent Trading Information

TESLA MOTORS, INC. (NASDAQ:TSLA) closed its last trading session down -0.50 at 184.52 with 5,210,347 shares trading hands.

An ad to help with our costs