Tesla Announces Offerings of Common Stock and Convertible Senior Notes
May 02 2019 - 7:45AM
Tesla, Inc. today announced offerings of $650 million of common
stock and $1,350 million aggregate principal amount of convertible
senior notes due in 2024 in concurrent underwritten registered
public offerings. In addition, Tesla has granted the underwriters a
30-day option to purchase up to an additional 15% of each offering.
Elon Musk, Tesla’s CEO, will participate by purchasing $10 million
of common stock.
The aggregate gross proceeds of the offerings, assuming full
exercise by the underwriters of their option to purchase additional
securities, would be approximately $2.3 billion before
discounts and expenses. Tesla intends to use the net proceeds from
the offerings to further strengthen its balance sheet, as well as
for general corporate purposes.
The notes in this offering will be convertible into cash and/or
shares of Tesla’s common stock at Tesla’s election. The interest
rate, conversion price and other terms of the notes are to be
determined. With respect to the notes, Tesla intends to enter into
convertible note hedge transactions and warrant transactions to
limit dilution of its common stock. In connection with establishing
their initial hedge of the convertible note hedge and warrant
transactions, the hedge counterparties or their affiliates expect
to enter into various derivative transactions with respect to
Tesla’s common stock concurrently with or shortly after the pricing
of the notes, including with certain investors in the
notes.
Goldman Sachs & Co. LLC and Citigroup are acting as lead
joint book-running managers for the offering, with BofA Merrill
Lynch, Deutsche Bank Securities, Morgan Stanley and Credit Suisse
acting as additional book-running managers, and Societe Generale
and Wells Fargo Securities acting as co-managers.
An effective registration statement relating to the securities
was filed with the Securities and Exchange Commission on May 2,
2019. The offering of these securities will be made only by means
of prospectus supplements and the accompanying prospectus. Copies
of the preliminary prospectus supplements and the accompanying
prospectus may be obtained from (i) Goldman Sachs & Co. LLC,
Attn: Prospectus Department, 200 West Street, New York, NY 10282,
telephone: 866-471-2526, facsimile: 212-902-9316 or email:
prospectus-ny@ny.email.gs.com or (ii) Citigroup Global Markets Inc.
c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York 11717, telephone: 800-831-9146.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of
these securities in any jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
The securities being offered have not been approved or disapproved
by any regulatory authority, nor has any such authority passed upon
the accuracy or adequacy of the registration statement, the
prospectus contained therein or the prospectus supplements.
Forward-Looking Statements
Certain statements in this press release, including statements
regarding the proposed public offerings of common stock and notes,
the convertible note hedge and warrant transactions, and Tesla’s
intended use for the proceeds of the offerings,
are “forward-looking statements” that are subject to
risks and uncertainties. These forward-looking statements are based
on management’s current expectations, and as a result of certain
risks and uncertainties, actual events or results may differ
materially from those contained in the forward-looking statements.
Please refer to the registration statement on Form S-3 on file with
the SEC and the prospectus and prospectus supplements included or
incorporated by reference therein, as well as the other documents
Tesla files on a consolidated basis from time to time with the SEC,
specifically Tesla’s most recent Annual Report on Form 10-K and
Quarterly Report on Form 10-Q. These documents contain and identify
important factors that could cause the actual results for Tesla on
a consolidated basis to differ materially from those contained in
Tesla’s forward-looking statements. Tesla disclaims any obligation
to update information contained in these forward-looking
statements.
Investor Relations Contact:
Martin Viecha
Investor Relations
ir@tesla.com
Press Contact:
Dave Arnold
Communications
press@tesla.com
Tesla (NASDAQ:TSLA)
Historical Stock Chart
From Aug 2024 to Sep 2024
Tesla (NASDAQ:TSLA)
Historical Stock Chart
From Sep 2023 to Sep 2024