Simpson Thacher & Bartlett LLP is representing Goldman, Sachs & Co., Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC as underwriters in a $600 million public offering by Tesla Motors, Inc. of 1.50% Convertible Senior Notes due 2018, with an option for the underwriters to purchase up to an additional $60 million of notes. Simpson Thacher is representing Goldman, Sachs & Co. as the underwriter in a concurrent public offering of 3,393,793 shares of Tesla common stock, with an option for the underwriter to purchase an additional 509,069 shares of common stock. The gross proceeds from the convertible notes offering, common stock offering and subsequent private placement of common stock are expected to equal approximately $968 million (or approximately $1.075 billion if the underwriters’ fully exercise their options to purchase additional shares of common stock and additional notes). The public offerings are expected to close May 22, 2013.
In connection with the notes offering, the firm also represented counterparties in related convertible note hedge transactions and warrant transactions under 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 100% over the offering stock price.
Tesla Motors’ goal is to accelerate the world’s transition to electric mobility with a full range of increasingly affordable electric cars. Tesla designs and manufactures electric vehicles, as well as electric vehicle powertrain components for partners such as Toyota and Daimler. Tesla has delivered almost 10,000 electric vehicles to customers in 31 countries.
The Simpson Thacher team for this transaction included Kevin Kennedy, Roxane Reardon, Jean Park, Frank Kwok, Joel Beck-Coon, Kyle Scherer, Kevin Hill and Karen Reyes (Corporate); Jonathan Lindabury and Alina Casner (Derivatives); Katharine Moir and Dan Foster (Tax); and Jennie Getsin (Blue Sky).
