Tesla,Inc. (NASDAQ:TSLA) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
Underwritten Public Offering of Common Stock
On March16, 2017, Tesla,Inc. (the Company) entered into an
underwriting agreement (the Common Stock Underwriting
Agreement) with Goldman, Sachs Co., Deutsche Bank Securities
Inc., Citigroup Global Markets Inc. and Morgan Stanley Co. LLC,
as representatives of the underwriters (the Underwriters)
to issue and sell 1,335,878 shares of common stock, par value
$0.001 per share (the Common Stock), of the Company in a
public offering to a Registration Statement on Form S-3 (File
No.333-211437)
(the Registration Statement) and a related prospectus,
including the related 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
March16, 2017, up to an additional 200,381 shares of Common
Stock. The Company estimates that the net proceeds from the
Common Stock Offering will be approximately $347.4million, or
approximately $399.6million 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 is filed as
Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Underwritten
Public Offering of 2.375% Convertible Senior Notes due March15,
2022
On March16, 2017,
the Company entered into an underwriting agreement (the Note
Underwriting Agreement) with the Underwriters to issue and
sell $850.0million aggregate principal amount of 2.375%
Convertible Senior Notes due March15, 2022 (the Notes) in
a public offering to the Registration Statement and a related
prospectus, including the related 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
March16, 2017, up to an additional $127.5million aggregate
principal amount of Notes solely to cover over-allotments. The
Company estimates that the net proceeds from the Note Offering
will be approximately $839.8million, or approximately
$965.9million 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 is filed as Exhibit 1.2 to this Current Report on Form
8-K and is incorporated herein by reference.
The Notes will be
issued to a supplemental indenture to be entered into
supplementing the Indenture, dated May22, 2013, by and between
the Company and U.S. Bank, National Association, as
trustee.
| Item3.03 |
Material Modification to Rights of Security Holders |
On March15, 2017,
in connection with the Common Stock Offering and the Note
Offering, the Company and the holders of at least the minimum
number of shares of securities of the Company required to waive
certain registration rights under the Companys investors rights
agreement waived their registration rights thereunder related to
the Common Stock Offering and the Note Offering. A copy of the
waiver is attached hereto as Exhibit 4.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
| Item9.01 | Financial Statements and Exhibits. |
(d)
Exhibits
|
Exhibit No. |
Description |
|
| 1.1 |
Common Stock Underwriting Agreement, dated as of March16, 2017, by and among Tesla,Inc. Goldman, Sachs Co., Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Morgan Stanley Co. LLC, as representatives of the underwriters. |
|
| 1.2 |
Note Underwriting Agreement, dated as of March16, 2017, by and among Tesla,Inc., Goldman, Sachs Co., Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Morgan Stanley Co. LLC, as representatives of the underwriters. |
|
| 4.1 |
Waiver to Fifth Amended and Restated Investors Rights Agreement, dated as of March15, 2017, between Tesla,Inc. and certain holders of the capital stock of Tesla,Inc. named therein. |
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 down -0.55 at 261.50 with 7,132,153 shares trading hands.
