Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
May 03 2019 - 7:31AM
Edgar (US Regulatory)
Issuer Free Writing Prospectus dated May 2, 2019
Filed Pursuant to Rule 433
Registration
No. 333-231168
Supplementing the Preliminary Prospectus Supplement dated May 2, 2019
(To Prospectus dated May 1, 2019)
Tesla, Inc.
2.00%
Convertible Senior Notes due 2024
(the Convertible Notes Offering)
The information in this pricing term sheet relates to the Convertible Notes Offering and should be read together with the preliminary prospectus supplement
dated
May 2, 2019
relating to the Convertible Notes Offering (together with the accompanying prospectus dated
May 1, 2019, the Preliminary Prospectus Supplement), including the documents incorporated by
reference therein, filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended.
The information in this pricing
term sheet supersedes and updates the information in the Preliminary Prospectus Supplement to the extent inconsistent therewith.
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Issuer:
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Tesla, Inc., a Delaware corporation (the Issuer)
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Ticker / Exchange for Common Stock:
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TSLA / The Nasdaq Global Select Market (Nasdaq)
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Pricing Date:
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May 2, 2019
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Settlement Date:
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May 7, 2019 (T+2)
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Nasdaq Last Reported Sale Price on
May 2, 2019:
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$244.10 per share of common stock of the Issuer, par value $0.001 per share (the Common Stock)
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Total Transaction Size:
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Approximately $2.3 billion in net proceeds from the Common Stock Offering (defined below) and Convertible Notes Offering (or up to approximately $2.7 billion if the underwriters options to purchase additional shares
of Common Stock and additional Notes (defined below) are both exercised in full).
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Convertible Notes Offering
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Securities Offered:
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2.00% Convertible Senior Notes due 2024 (the Notes)
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Aggregate Principal Amount Offered:
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$1,600,000,000 aggregate principal amount of Notes (or $1,840,000,000 aggregate principal amount of Notes if the underwriters exercise in full their option to purchase additional Notes)
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Maturity:
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May 15, 2024, unless earlier purchased or converted
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Interest Rate:
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2.00% per annum, accruing from May 7, 2019
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Interest Payment Dates:
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May 15 and November 15 of each year, beginning on November 15, 2019
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Price to Public:
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100% of the principal amount of the Notes plus accrued interest, if any, from May 7, 2019
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Conversion Premium:
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Approximately 27.5% above the Price to Public in the Common Stock Offering
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Initial Conversion Price:
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Approximately $309.83 per share of Common Stock
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Initial Conversion Rate:
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3.2276 shares of Common Stock per $1,000 principal amount of Notes
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Underwriting Discount:
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$11.00 per $1,000 principal amount of Notes
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$17.6 million in aggregate (or $20.2 million in aggregate if the underwriters exercise in full their option to purchase additional Notes)
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Net Proceeds:
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The Issuer estimates that the net proceeds from the Convertible Notes Offering will be approximately $1.6 billion (or approximately $1.8 billion if the underwriters exercise in full their option to purchase additional
Notes), after deducting underwriting discounts and estimated offering expenses.
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The Issuer intends to use the net proceeds from the Convertible Notes Offering and its concurrent Common Stock Offering to further strengthen its balance sheet, as well as for general corporate purposes. In addition, the Issuer will
use approximately $262.1
million of these proceeds (after such cost is partially offset by the proceeds from warrant transactions described in Description of Convertible Note Hedge and Warrant Transactions in the
Preliminary
Prospectus Supplement
) to pay the net cost of the convertible note hedge transactions entered into in connection with this Convertible Notes Offering.
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If the underwriters exercise their option to purchase additional Notes, the Issuer may sell additional warrants and use a portion of the net proceeds from the sale of the additional Notes, together with the proceeds from the
additional warrants, to enter into additional convertible note hedge transactions and for general corporate purposes.
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Convertible Note Hedge Transactions
and Warrant Transactions:
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In connection with the pricing of the Notes, the Issuer has entered into privately negotiated convertible note hedge transactions with one or
more of the underwriters or their respective affiliates or other financial institutions (hedge counterparties). The convertible note hedge transactions will cover, subject to customary anti-dilution adjustments, the number of shares of
Common Stock that will initially underlie the Notes.
The Issuer also has entered
into warrant transactions with the hedge counterparties relating to the same number of shares of Common Stock, with a strike price of $607.50, subject to customary anti-dilution
adjustments.
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The convertible note hedge transactions are expected to reduce potential dilution to Common Stock and/or offset potential cash payments the Issuer is required to make in excess of the principal amount upon any conversion of Notes.
However, the warrant transactions could separately have a dilutive effect to the extent that the market price per share of Common Stock exceeds the applicable strike price of the warrants on the applicable expiration dates.
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If the underwriters exercise their option to purchase additional Notes, the Issuer may enter into additional convertible note hedge and warrant transactions.
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CUSIP:
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88160R AG6
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ISIN:
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US88160RAG65
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Book-Running Managers:
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Goldman Sachs & Co. LLC
Citigroup
Global Markets Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Deutsche Bank Securities Inc.
Morgan Stanley & Co.
LLC
Credit Suisse Securities (USA) LLC
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Co-Managers:
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SG Americas Securities, LLC
Wells Fargo
Securities, LLC
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Adjustment to Conversion Rate Upon
Conversion In Connection With a
Make Whole Fundamental
Change:
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The following table sets forth the number of additional shares of Common Stock, if any, by which the conversion rate will be increased for conversions in connection with a make whole fundamental change (as defined in the
Preliminary Prospectus Supplement):
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Stock Price
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Effective Date
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$
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243.00
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$
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260.00
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$
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280.00
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$
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309.83
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$
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350.00
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$
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400.00
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$
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500.00
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$
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750.00
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$
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1,000.00
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$
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1,500.00
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$
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2,000.00
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$
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2,500.00
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May 7, 2019
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0.8876
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0.7790
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0.6738
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0.5508
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0.4306
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0.3279
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0.2080
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0.0926
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0.0520
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0.0199
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0.0066
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0.0000
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May 15, 2020
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0.8876
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0.7738
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0.6591
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0.5270
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0.4006
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0.2958
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0.1790
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0.0759
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0.0425
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0.0165
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0.0055
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0.0000
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May 15, 2021
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0.8876
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0.7565
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0.6306
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0.4883
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0.3560
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0.2509
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0.1418
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0.0570
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0.0322
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0.0129
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0.0043
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0.0000
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May 15, 2022
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0.8876
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0.7248
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0.5836
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0.4284
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0.2909
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0.1894
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0.0961
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0.0371
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0.0217
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0.0090
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0.0030
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0.0000
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May 15, 2023
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0.8876
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0.6708
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0.5034
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0.3284
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0.1893
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0.1032
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0.0438
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0.0179
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0.0111
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0.0047
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0.0016
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0.0000
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May 15, 2024
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0.8876
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0.6185
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0.3438
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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The exact stock price and effective date may not be set forth in the table above, in which case:
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if the stock price is between two stock prices in the table or the effective date is between two effective dates
in the table, the number of additional shares will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock prices and the earlier and later effective dates based on a
365-day
year, as applicable;
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if the stock price is greater than $2,500.00 per share (subject to adjustment in the same manner as the stock
prices set forth in the column headings of the table above as described in the Preliminary Prospectus Supplement), no additional shares will be added to the conversion rate; and
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if the stock price is less than $243.00 per share (subject to adjustment in the same manner as the stock prices
set forth in the column headings of the table above as described in the Preliminary Prospectus Supplement), no additional shares will be added to the conversion rate.
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Notwithstanding the foregoing, in no event will the conversion rate per $1,000 principal amount of Notes exceed 4.1152 shares of Common Stock, subject to
adjustment in the same manner as the conversion rate as set forth under Conversion Rate Adjustments in the
Preliminary Prospectus
Supplement
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3
Concurrent Common Stock Offering (the Common Stock Offering):
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Securities Offered:
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3,086,419 shares of Common Stock (or 3,549,381 shares if the underwriters exercise in full their option to purchase additional shares) of the Issuer
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Price to Public:
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$243.00 per share of Common Stock
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Net Proceeds:
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The Issuer estimates that the net proceeds from the Common Stock Offering will be approximately $737.0 million (or $847.6 million if the underwriters exercise in full their option to purchase additional shares), after
deducting underwriting discounts and estimated offering expenses.
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The Issuer intends to use the net proceeds from the Common Stock Offering and the Convertible Notes Offering to further strengthen its balance sheet, as well as for general corporate purposes. In addition, the Issuer will use
approximately $262.1
million of these proceeds (after such cost is partially offset by the proceeds from warrant transactions described under Description of Convertible Note Hedge and Warrant Transactions in the
Preliminary
Prospectus Supplement
) to pay the net cost of the convertible note hedge transactions entered into in connection with the Convertible Notes Offering.
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Elon Musk Share Purchase:
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Elon Musk, Chief Executive Officer of the Issuer, is purchasing a total of 102,880 shares of Common Stock for an aggregate purchase price of approximately $25.0 million in the Common Stock Offering at the public offering
price.
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Changes to Information in the Preliminary Prospectus Supplement:
The following changes are made to the information set forth in the Preliminary Prospectus Supplement, and will be reflected in the final prospectus supplement
for the Convertible Notes Offering.
The following information set forth under the heading Summary Consolidated Financial Data in the
Preliminary
Prospectus Supplement
, and will be reflected in the final prospectus supplement for the Convertible Notes Offering as follows:
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As of March 31, 2019
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Actual
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As Adjusted
for this
Offering
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As Further
Adjusted for
this Offering
and the
Concurrent
Common
Stock
Offering
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(unaudited)
(in thousands)
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Consolidated Balance Sheet Data:
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Cash and cash equivalents
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$
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2,198,169
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$
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3,517,889
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$
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4,254,882
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Restricted cash(1)
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484,629
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484,629
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484,629
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Working (deficit) capital
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(1,564,978
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)
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(245,258
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)
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491,735
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Property, plant and equipment, net
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9,850,929
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9,850,929
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9,850,929
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Total assets
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28,912,524
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30,232,244
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30,969,237
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Total current liabilities
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9,242,800
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9,242,800
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9,242,800
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Long-term debt and finance leases, net of current portion(2)
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9,787,950
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11,387,950
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11,387,950
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Resale value guarantees, net of current portion
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211,390
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211,390
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211,390
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Total stockholders equity(3)
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4,605,596
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4,343,516
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5,080,509
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(1)
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The Issuer maintains certain cash balances restricted as to withdrawal or use. The Issuers restricted
cash is comprised primarily of cash as collateral for the Issuers sales to lease partners with a resale value guarantee, letters of credit, real estate leases, insurance policies, credit card borrowing facilities and certain operating leases.
In addition, restricted cash includes cash received from certain fund investors that have not been released for use by the Issuer and cash held to service certain payments under various secured debt facilities.
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(2)
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Reflects on an
as-further-adjusted
basis the issuance of
$1.60 billion aggregate principal amount of 2.00% convertible senior notes due 2024 in this offering. In accordance with ASC
470-20,
convertible debt that may be wholly or partially settled in cash is
required to be separated into a liability and an equity component, such that interest expense reflects the issuers nonconvertible debt interest rate. Upon issuance, a debt discount is recognized as a decrease in debt and an increase in equity.
The debt component accretes up to the principal amount over the expected term of the debt. ASC
470-20
does not affect the actual amount that the Issuer is required to repay, and the amount shown above for the
notes offered hereby is the aggregate principal amount of the notes without reflecting the debt discount or fees and expenses that the Issuer is required to recognize or the increase in additional
paid-in
capital on the Issuers consolidated balance sheet.
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(3)
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As noted in footnote (2), in accordance with ASC
470-20,
convertible
debt that may be wholly or partially settled in cash is required to be separated into a liability and an equity component, such that interest expense reflects the issuers nonconvertible debt interest rate. Upon issuance, a debt discount is
recognized as a decrease in debt and an increase in equity. The debt component accretes up to the principal amount over the expected term of the debt. ASC
470-20
does not affect the actual amount that the
Issuer is required to repay, and the amount shown above for the notes offered hereby is the aggregate principal amount of the notes without reflecting the debt discount or fees and expenses that the Issuer is required to recognize or the increase in
additional
paid-in
capital on the Issuers consolidated balance sheet.
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The following
information set forth under the heading Capitalization in the Preliminary Prospectus Supplement, and will be reflected in the final prospectus supplement for the Convertible Notes Offering as follows:
CAPITALIZATION
The following table sets
forth the Issuers unaudited cash and cash equivalents, restricted cash, the current portion of the Issuers long-term debt and finance leases and total capitalization as of March 31, 2019:
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on an
as-adjusted
basis to give effect to this offering of notes
(assuming the underwriters do not exercise their over-allotment option to purchase additional notes) after deducting the underwriting discount and the Issuers estimated offering expenses, and the application of the net proceeds from this
offering and the Issuers concurrent common stock offering to pay the cost of the convertible note hedge and warrant transactions entered into in connection with this offering (after such cost is partially offset by the proceeds to the Issuer
from the warrant transactions), as described in Use of Proceeds; and
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on an
as-further-adjusted
basis to give effect to the sale of the shares
in the concurrent common stock offering (assuming the underwriters do not exercise their option to purchase additional shares), based on the public offering price of $243.00 per share after deducting the underwriting discount and the Issuers
estimated offering expenses.
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You should read this table in conjunction with
Use of Proceeds
as well as
the Issuers
Managements Discussion and Analysis of Financial Condition and Results of Operations
and the Issuers consolidated financial statements, including the related notes, incorporated by reference into this
prospectus supplement and the accompanying prospectus from the Issuers Quarterly Report on Form
10-Q
for the quarterly period ended March 31, 2019, incorporated by reference herein. Operating lease
liabilities are characterized as operating liabilities rather than debt, and are therefore not included in the table below.
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As of March 31, 2019
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Actual
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As Adjusted
for
this Offering
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As Further
Adjusted
for this
Offering and
the
Concurrent
Common
Stock
Offering
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(unaudited)
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(in thousands, except per share data)
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Cash and cash equivalents
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$
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2,198,169
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$
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3,517,889
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$
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4,254,882
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Restricted cash(1)
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$
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484,629
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$
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484,629
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$
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484,629
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Current portion of long-term debt and finance leases
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$
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1,705,711
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$
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1,705,711
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$
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1,705,711
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Long-term debt:
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1.25% convertible senior notes due 2021(2)
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$
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1,258,166
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$
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1,258,166
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$
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1,258,166
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2.375% convertible senior notes due 2022(2)
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878,824
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878,824
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878,824
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5.30% senior notes due 2025
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1,779,546
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1,779,546
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1,779,546
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2.00% convertible senior notes due 2024 offered concurrently
herewith(3)
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1,600,000
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1,600,000
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Other long-term debt and finance leases, net of current portion(2)(4)
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5,871,414
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5,871,414
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5,871,414
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Stockholders equity:
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Preferred stock, par value $0.001; 100,000 shares authorized, no shares issued and outstanding,
actual; no shares issued and outstanding, as adjusted and as further adjusted
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Common stock, par value $0.001; 2,000,000 shares authorized; 173,682 shares issued and
outstanding, actual; 176,768 shares issued and outstanding,
as-adjusted
and
as-further-adjusted
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174
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174
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177
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Additional
paid-in
capital
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10,563,746
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10,301,666
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11,038,656
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Accumulated other comprehensive loss
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(35,019
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)
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(35,019
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)
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(35,019
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Accumulated deficit
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(5,923,305
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)
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(5,923,305
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(5,923,305
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Total stockholders equity
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4,605,596
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4,343,516
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5,080,509
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Total capitalization
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$
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14,393,546
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$
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15,731,466
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$
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16,468,459
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(1)
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The Issuer maintains certain cash balances restricted as to withdrawal or use. The Issuers restricted
cash is comprised primarily of cash as collateral for our sales to lease partners with a resale value guarantee, letters of credit, real estate leases, insurance policies, credit card borrowing facilities and certain operating leases. In addition,
restricted cash includes cash received from certain fund investors that have not been released for use by the Issuer and cash held to service certain payments under various secured debt facilities.
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(2)
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In accordance with ASC
470-20,
convertible debt that may be wholly or
partially settled in cash is required to be separated into a liability and an equity component, such that interest expense reflects the issuers nonconvertible debt interest rate. Upon issuance, a debt discount is recognized as a decrease in
debt and an increase in equity. The debt component accretes up to the principal amount over the expected term of the debt. The amount shown in the table above for the 1.25% Convertible Senior Notes due 2021 and the 2.375% Convertible Senior Notes
due 2022 reflects the carrying value as of March 31, 2019. ASC
470-20
does not affect the actual amount that the Issuer is required to repay. The Issuer had $1.4 billion in aggregate principal amount
of the Issuers 1.25% Convertible Senior Notes due 2021, and $977.5 million in aggregate principal amount of the Issuers 2.375% Convertible Senior Notes due 2022 outstanding as of March 31, 2019.
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6
(3)
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Reflects on an
as-further-adjusted
basis the issuance of
$1.60 billion aggregate principal amount of 2.00% Convertible Senior Notes due 2024 offered hereby. In accordance with ASC
470-20,
convertible debt that may be wholly or partially settled in cash is
required to be separated into a liability and an equity component, such that interest expense reflects the issuers nonconvertible debt interest rate. Upon issuance, a debt discount is recognized as a decrease in debt and an increase in equity.
The debt component accretes up to the principal amount over the expected term of the debt. ASC
470-20
does not affect the actual amount that the Issuer is required to repay, and the amount shown above for the
notes offered hereby is the aggregate principal amount of the notes without reflecting the debt discount or fees and expenses that the Issuer is required to recognize or the increase in additional
paid-in
capital on the Issuers consolidated balance sheet.
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(4)
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As of March 31, 2019, the Issuer had borrowed $1.9 billion under the Credit Agreement.
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The number of shares of common stock that will be outstanding after this offering is based on the
173,681,977 shares outstanding as of March 31, 2019 and excludes:
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30,894,313 shares of common stock issuable upon the exercise of options outstanding at March 31, 2019 at a
weighted average exercise price of $275.44 per share;
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5,192,006 shares of common stock issuable upon the vesting of restricted stock units outstanding at
March 31, 2019;
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15,173,325 shares of common stock reserved for future issuance under the Issuers stock-based compensation
plans, consisting of 13,370,496 shares of common stock reserved for issuance under the Issuers Amended and Restated 2010 Equity Incentive Plan and 1,802,829 shares of common stock reserved for issuance under the Issuers 2010 Employee
Stock Purchase Plan and shares that become available under the Amended and Restated 2010 Equity Incentive Plan and 2010 Employee Stock Purchase Plan pursuant to provisions thereof that automatically increase the share reserves under the plans each
year;
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the shares of common stock reserved for issuance upon conversion of the Issuers Existing Notes and the
warrant transactions entered into in connection with the issuance of these notes;
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the shares of common stock reserved for issuance upon conversion of the Issuers SolarCity Convertible
Notes;
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the shares of common stock to be reserved for issuance upon conversion of the notes being offered hereby and the
warrant transactions being entered into in connection therewith; and
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any shares issued pursuant to the Issuers
S-4
(File
No. 333-229749)
in connection with the Issuers pending acquisition of Maxwell Technologies, Inc., which shares are expected to have a market value of approximately $219 million when issued.
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The Issuer has filed a registration statement (including the Preliminary Prospectus Supplement and accompanying prospectus) with the
Securities and Exchange Commission (the SEC) for the Convertible Notes Offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus Supplement and accompanying prospectus in that
registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and the Offerings. You may get these documents for free by visiting EDGAR on the SECs website at
www.sec.gov
.
Alternatively, any underwriter or any dealer participating in the Convertible Notes Offering will arrange to send you the Preliminary Prospectus
Supplement and accompanying prospectus if you request it by calling (i) Goldman Sachs & Co. LLC, toll free at
(866) 471-2526,
(ii) Citigroup Global Markets Inc., toll free at (800)
831-9146,
(iii) Merrill Lynch, Pierce, Fenner & Smith Incorporated, toll free at (800)
294-1322,
(iv) Deutsche Bank Securities Inc., toll free at (800)
503-4611,
(v) Morgan Stanley & Co. LLC, toll free at (866)
718-1649,
(vi) Credit Suisse Securities (USA) LLC, toll free at (800)
221-1037,
(vii) SG Americas Securities, LLC, toll free at (855)
881-2108
or (viii) Wells Fargo Securities, LLC, toll free at (800)
645-3751.
7
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD
BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
8
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