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.

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