Simpson Thacher represented the underwriters, led by Goldman, Sachs & Co., Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, in connection with Tesla, Inc.’s public offering of $977.5 million aggregate principal amount of its 2.375% Convertible Senior Notes due 2022 and the concurrent public offering by Tesla of 1,536,259 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 $1.4 billion.
In connection with the notes offering, the Firm also represented Goldman, Sachs & Co., Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Barclays Capital Inc. 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 and further reduce risks associated with the rapid scaling of its business due to the launch of its Model 3 vehicle, as well as for general corporate purposes.
Tesla’s mission is to accelerate the world’s transition to sustainable energy. California-based Tesla designs, develops, manufactures and sells high-performance fully electric vehicles and energy storage systems, and also installs, operates and maintains solar and energy storage products.
The Simpson Thacher team included Kevin Kennedy, Bill Brentani, Ryan Coombs, Kim de Glossop, Karen Reyes, Jeremy Bethel and Jackie Kerin (Capital Markets); Jonathan Lindabury and Lihua Chen (Derivatives); Michael Badain and Tanvi Mirani (Tax); and Jennie Getsin (FINRA).