tsla-8k_20170807.htm

Delaware

001-34756

91-2197729

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐

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On August 11, 2017, Tesla, Inc. (the “Company”) entered into a purchase agreement with Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several initial purchasers named therein, to issue and sell $1.80 billion aggregate principal amount of 5.30% Senior Notes due 2025 (the “Notes”) in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The Notes will be senior unsecured debt obligations of the Company and will initially be guaranteed on a senior unsecured basis by SolarCity Corporation, a wholly-owned subsidiary of the Company (“SolarCity”). The Company intends to use the net proceeds from this offering to strengthen its balance sheet during the period of rapid scaling with the launch of Model 3, and for general corporate purposes. The Company estimates that the net proceeds from this offering will be approximately $1.77 billion, after deducting estimated offering fees and expenses.

On August 11, 2017, the Company and its subsidiary Tesla Motors Netherlands B.V. (“Tesla B.V.” and together with the Company, collectively, the “Borrowers”), entered into the Seventh Amendment (the “Seventh Amendment”) to the ABL Credit Agreement, dated as of June 10, 2015 (as amended, modified or supplemented, the “Credit Agreement”), among the Borrowers, the lenders party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other agents party thereto. The Seventh Amendment amended the Credit Agreement to permit SolarCity to guarantee the Notes, and provides that SolarCity will guarantee the Credit Agreement in connection with its guarantee of the Notes.

On August 7, 2017, the Company issued a press release announcing its proposed offering of the Notes. On August 11, 2017, the Company issued a press release announcing the pricing of its offering of the Notes.

Such press releases are filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this report and are incorporated herein by reference.

Exhibit No.		Description

99.1		Press Release of Tesla, Inc., dated August 7, 2017, announcing offering of Notes.

99.2		Press Release of Tesla, Inc., dated August 11, 2017, announcing pricing of its offering of Notes.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		TESLA, INC.

By:		/s/ Deepak Ahuja
		Deepak Ahuja Chief Financial Officer