Summary
This Form 8-K filing by Tesla Motors, Inc. (TSLA) on June 1, 2011, primarily discloses details regarding an unregistered sale of equity securities, specifically a concurrent private placement of common stock alongside a larger public offering. The company entered into purchase agreements with the Elon Musk Revocable Trust and Blackstar Investco LLC (an affiliate of Daimler AG) to sell up to an aggregate of 2,144,475 shares. This private placement was conducted under Section 4(2) of the Securities Act and Regulation D, indicating it was offered to accredited investors and not to the general public. The transaction was contingent upon the successful completion of Tesla's underwritten public offering. The purchase price for the privately placed shares was set to match that of the public offering, with an estimated gross proceeds of approximately $57 million assuming a share price of $26.35 and the full exercise of the underwriter's option. In connection with this private placement, Tesla amended its investors' rights agreement to grant the purchasers registration rights on a pari passu basis with other holders.
Key Highlights
- 1Tesla Motors, Inc. entered into agreements for a private placement of up to 2,144,475 shares of common stock.
- 2The private placement occurred concurrently with a larger underwritten public offering.
- 3Key purchasers include the Elon Musk Revocable Trust and Blackstar Investco LLC (an affiliate of Daimler AG).
- 4The sale was conducted under Section 4(2) of the Securities Act and Regulation D, targeting accredited investors.
- 5The aggregate gross proceeds from this private placement are estimated to be around $57 million.
- 6The purchase price for the private placement shares is aligned with the public offering price.
- 7Purchasers in the private placement received registration rights, on par with existing holders.