8-KMaterial AgreementsOther EventsExhibits & Filings

Tesla, Inc. 8-K Report, Material Agreement (Aug 1, 2016)

Filed August 1, 2016For Securities:TSLA

Summary

This Form 8-K filing by Tesla, Inc. on August 1, 2016, announces the definitive merger agreement between Tesla Motors, Inc. and SolarCity Corporation. Under the terms of the agreement, SolarCity will merge with a wholly owned subsidiary of Tesla, with SolarCity surviving as a subsidiary of Tesla. The transaction is structured as a stock-for-stock exchange where SolarCity shareholders will receive 0.110 shares of Tesla common stock for each share of SolarCity common stock they own. Elon Musk and affiliated entities have entered into a voting agreement to support the merger. The filing also details conditions for closing the merger, including approval from both Tesla and SolarCity stockholders. Notably, the merger requires approval from a majority of SolarCity shares not owned by Elon Musk or other insiders, and a majority of Tesla shares not owned by SolarCity insiders. The agreement includes a "go-shop" period for SolarCity to solicit alternative acquisition proposals, followed by a "no-shop" period with specific exceptions. The potential termination fees and conditions for changing board recommendations are also outlined.

Key Highlights

  • 1Tesla and SolarCity have entered into a definitive Agreement and Plan of Merger, with Tesla acquiring SolarCity.
  • 2The transaction is an all-stock deal, with SolarCity shareholders receiving 0.110 shares of Tesla common stock per SolarCity share.
  • 3Elon Musk, through his trust and individually, has signed a voting agreement committing to vote his SolarCity shares in favor of the merger.
  • 4Stockholder approval is required from both Tesla and SolarCity, with specific conditions regarding "disinterested" shareholder votes.
  • 5The merger agreement includes a 45-day "go-shop" period allowing SolarCity to seek alternative acquisition offers.
  • 6Specific termination fees are outlined for various scenarios, including SolarCity entering into a superior proposal agreement.
  • 7The credit agreement for Tesla has been amended to exclude SolarCity and its subsidiaries from certain restrictions post-merger.

Frequently Asked Questions

This 8-K filing announces the entry into a definitive Agreement and Plan of Merger between Tesla, Inc. and SolarCity Corporation, detailing the terms of their proposed acquisition.

SolarCity shareholders will receive 0.110 shares of Tesla common stock for each share of SolarCity common stock they hold. Cash will be provided in lieu of fractional shares.

Yes, the merger requires approval from both Tesla and SolarCity stockholders. A key condition is that a majority of SolarCity shares not owned by Elon Musk, Tesla directors, officers, and certain affiliates must approve the merger. Similarly, a majority of Tesla shares not owned by SolarCity directors, officers, and certain affiliates must approve the merger and share issuance.

The 'go-shop' provision allows SolarCity, for 45 days after signing the merger agreement, to actively solicit, discuss, and negotiate alternative acquisition proposals from third parties, providing an opportunity to find a potentially better offer.