Summary
This Tesla, Inc. (TSLA) 8-K filing from May 2013 reports on the closing of several significant transactions related to its recent public offerings of common stock and convertible senior notes. Notably, it confirms the exercise in full of options by underwriters (Goldman Sachs, Morgan Stanley, and J.P. Morgan) to purchase additional shares and convertible notes, totaling $60.0 million in notes and 509,069 shares. This action effectively upsizes the previous offerings and provides Tesla with additional capital. The filing also details the execution of related financial instruments: note hedge transactions designed to mitigate potential dilution from the convertible notes and offset cash conversion costs, and warrant transactions sold to partially offset the cost of these hedges. Furthermore, it discloses a private placement of 596,272 shares of common stock to an entity affiliated with CEO Elon Musk for approximately $55.0 million, occurring at the same public offering price per share.
Key Highlights
- 1Tesla completed the full exercise of underwriter options to purchase an additional $60.0 million of 1.50% Convertible Senior Notes due 2018.
- 2Underwriter options for 509,069 shares of common stock were also fully exercised, providing additional equity financing.
- 3Tesla entered into note hedge transactions with affiliates of Goldman Sachs and Morgan Stanley to reduce potential dilution and offset conversion costs associated with the convertible notes, costing approximately $16.1 million.
- 4The company also issued warrants to these affiliates, generating approximately $10.9 million to partially offset the cost of the note hedge transactions.
- 5A private placement of 596,272 shares of common stock was completed with the Elon Musk Revocable Trust for approximately $55.0 million at the public offering price.
- 6The total proceeds from these combined transactions provide Tesla with significant additional capital for its operations and growth initiatives.