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’s mission is to accelerate the world’s transition to sustainable energy. California-based Tesla designs, develops, manufactures, leases and sells high-performance fully electric vehicles, solar energy generation systems and energy storage products.
The Simpson Thacher team included Kevin Kennedy, Bill Brentani, Jeremy Bethel, Jay Higdon and Elaine Zhou (Capital Markets); Jonathan Lindabury and Michael Ratay (Derivatives); Jonathan Cantor and Tyler Robbins (Tax); and Andrew Pagliughi (FINRA).