Prospectus Supplement to
Prospectus dated May 1, 2019
Tesla, Inc.
$1,600,000,000
2.00% Convertible Senior Notes due 2024
Interest payable May 15 and November 15
We are offering
$1,600,000,000 principal amount of our 2.00% Convertible Senior Notes due 2024 (the notes). The notes will bear interest at a rate of 2.00% per year, payable semiannually in arrears on May 15 and November 15 of each year,
beginning on November 15, 2019. The notes will mature on May 15, 2024.
Holders may convert their notes at their option at any time prior to
the close of business on the business day immediately preceding February 15, 2024 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2019 (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 for the notes on each trading day; (2) during the five business day period after any five consecutive trading day period (the measurement period) in which the
trading price (as defined below) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading
day; or (3) upon the occurrence of specified corporate events. On or after February 15, 2024 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes at any
time. Upon conversion of notes, we will deliver cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, as described in this prospectus supplement.
The conversion rate with respect to the notes will initially be 3.2276 shares of common stock per $1,000 principal amount of notes (equivalent to an
initial conversion price of approximately $309.83 per share of common stock). The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate
events that occur prior to the maturity date, we will increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event in certain circumstances.
We may not redeem the notes prior to the maturity date.
If we undergo a fundamental change, holders may require us to purchase for cash all or part of their notes at a purchase price equal to 100% of the
principal amount of the notes to be purchased, plus accrued and unpaid interest to, but not including, the fundamental change purchase date.
The
notes will be our senior unsecured obligations and will rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the notes, will rank equally in right of payment with any of our unsecured
indebtedness that is not so subordinated (including our Existing Notes (as defined below)), will be effectively junior in right of payment to any of our 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 (including trade payables) of our subsidiaries (including the SolarCity Convertible Notes (as defined below) and the amounts outstanding under the Subsidiary Credit
Facilities (as defined below)).
Concurrently with this offering of notes, we are offering 3,086,419 shares of our common stock (or up to
3,549,381 shares of our common stock if the underwriters of that offering exercise in full their option to purchase additional shares), in an underwritten offering pursuant to a separate prospectus supplement. The closing of this offering of
notes is not contingent upon the closing of the concurrent offering of common stock, and the closing of the concurrent offering of common stock is not contingent upon the closing of this offering.
Elon Musk, our Chief Executive Officer, has indicated his preliminary interest in purchasing up to 102,880 shares of our common stock in the
concurrent common stock offering for a purchase price of approximately $25.0 million at the public offering price.
We do not intend to apply to
list the notes on any securities exchange or any automated dealer quotation system. Our common stock is listed on The Nasdaq Global Select Market under the symbol TSLA. The last reported sale price of our common stock on the Nasdaq
Global Select Market on May 2, 2019 was $244.10 per share.
Investing in the notes
involves a high degree of risk. See
Risk Factors
beginning on page
S-13
of this prospectus supplement, page 5 of the accompanying prospectus and in the reports we
file with the Securities and Exchange Commission (the SEC) pursuant to the Securities Exchange Act of 1934, as amended, incorporated by reference in this prospectus supplement for a discussion of certain risks that you should consider in
connection with an investment in the notes.
Neither the Securities
and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a
criminal offense.
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Per Note
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Total
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Public offering price(1)
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$
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1,000.00
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$
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1,600,000,000
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Underwriting discount(2)
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$
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11.00
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$
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17,600,000
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Proceeds, before offering expenses, to Tesla(1)
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$
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989.00
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$
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1,582,400,000
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(1)
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Plus accrued interest, if any, from May 7, 2019.
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(2)
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We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See
Underwriting.
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We have granted the underwriters an option to purchase, exercisable within a
30-day
period beginning on, and including, the date of this prospectus supplement, up to an additional $240,000,000 principal amount of notes, solely to cover over-allotments, if any.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We expect
that delivery of the notes will be made to investors in book-entry form through The Depository Trust Company on or about May 7, 2019.
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Goldman Sachs & Co. LLC
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Citigroup
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BofA Merrill Lynch
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Deutsche Bank Securities
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Morgan Stanley
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Credit Suisse
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SOCIETE GENERALE
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Wells Fargo Securities
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Prospectus Supplement dated May 2, 2019