Tesla’s $2.7 Billion Convertible Notes And Common Stock Offerings

Simpson Thacher represented the underwriters in connection with the $2.7 Billion convertible notes and common stock offerings by Tesla.

Simpson Thacher represented the underwriters, led by Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., in connection with Tesla, Inc.’s (“Tesla”) public offering of $1.84 billion aggregate principal amount of its 2% Convertible Senior Notes due 2024 and the concurrent public offering by Tesla of 3,549,381 shares of its common stock, in each case inclusive of the underwriters’ option to purchase additional securities. The aggregate gross proceeds for the offerings were approximately $2.7 billion.

In connection with the notes offering, Simpson Thacher also represented Société Générale, Wells Fargo Bank, National Association, Goldman Sachs & Co. LLC, and Credit Suisse Capital LLC or their respective affiliates in related convertible note hedge transactions and warrant transactions in which Tesla purchased call options and sold warrants covering the amount of common stock initially underlying the notes. The convertible note hedge transactions and warrant transactions are generally expected to prevent dilution up to 150% over the offering stock price.

Tesla intends to use the net proceeds from the offerings to strengthen its balance sheet, as well as for general corporate purposes.

Tesla Inc. designs, manufactures, and sells high-performance electric vehicles and electric vehicle powertrain components.

The Simpson Thacher team included Kevin Kennedy (Picture), Bill Brentani, Jeremy Bethel, Jay Higdon and Elaine Zhou (Capital Markets); Jonathan Lindabury and Michael Ratay (Derivatives); Katharine Moir, Jonathan Cantor and Tyler Robbins (Tax); and Andrew Pagliughi (FINRA).

Involved fees earner: Jeremy Bethel – Simpson Thacher & Bartlett; William Brentani – Simpson Thacher & Bartlett; Jonathan Cantor – Simpson Thacher & Bartlett; Jay Higdon – Simpson Thacher & Bartlett; Kevin Kennedy – Simpson Thacher & Bartlett; Jonathan Lindabury – Simpson Thacher & Bartlett; Katharine Moir – Simpson Thacher & Bartlett; Andrew Pagliughi – Simpson Thacher & Bartlett; Michael Ratay – Simpson Thacher & Bartlett; Tyler Robbins – Simpson Thacher & Bartlett; Elaine Zhou – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: Citigroup Global Markets Ltd; Credit Suisse; Goldman Sachs & Co.; Société Générale; Wells Fargo;