Obligation Teslan Inc 2.375% ( US88160RAD35 ) en USD

Société émettrice Teslan Inc
Prix sur le marché 100 %  ▲ 
Pays  Etats-unis
Code ISIN  US88160RAD35 ( en USD )
Coupon 2.375% par an ( paiement semestriel )
Echéance 14/03/2022 - Obligation échue



Prospectus brochure de l'obligation Tesla Inc US88160RAD35 en USD 2.375%, échue


Montant Minimal 1 000 USD
Montant de l'émission 850 000 000 USD
Cusip 88160RAD3
Notation Standard & Poor's ( S&P ) BB- ( Spéculatif )
Notation Moody's N/A
Description détaillée Tesla, Inc. est une entreprise américaine de véhicules électriques, d'énergie solaire et de stockage d'énergie.

L'Obligation émise par Teslan Inc ( Etats-unis ) , en USD, avec le code ISIN US88160RAD35, paye un coupon de 2.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2022
L'Obligation émise par Teslan Inc ( Etats-unis ) , en USD, avec le code ISIN US88160RAD35, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).







Filed Pursuant to Rule 424(b)(5)
424B5 1 d535687d424b5.htm FILED PURSUANT TO RULE 424(B)(5)
Table of Contents
File d Pursua nt t o Rule 4 2 4 (b)(5 )
Re gist ra t ion N o. 3 3 3 -2 1 1 4 3 7
CALCU LAT I ON OF REGI ST RAT I ON FEE

M a x im um
M a x im um
Am ount
Offe ring
Aggre ga t e
Am ount of
T o Be
Pric e pe r
Offe ring
Re gist ra t ion
T it le of Ea c h Cla ss of Se c urit ie s t o be Re gist e re d

Re gist e re d

U nit

Pric e (2 )

Fe e (2 )
2.375% Convertible Senior Notes due 2022
$977,500,000(1)
100%
$977,500,000 $113,293
Common Stock, $0.001 par value per share

(3)

--

--(3)

--(4)

(1)
Includes 2.375% Convertible Senior Notes due 2022 that may be purchased by the underwriters pursuant to their

option to purchase additional 2.375% Convertible Senior Notes due 2022 to cover over-allotments, if any.

(2)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended (the "Securities Act").
(3)
Includes an indeterminate number of shares of common stock issuable upon conversion of the convertible senior notes
at the initial conversion price of approximately $327.50 per share of common stock. Pursuant to Rule 416 under the

Securities Act, such number of shares of common stock registered hereby shall include an indeterminate number of
shares of common stock that may be issued in connection with a stock split, stock dividend, recapitalization or similar
event.
(4)
Pursuant to Rule 457(i), there is no additional filing fee with respect to the shares of common stock issuable upon

conversion of the convertible senior notes because no additional consideration will be received in connection with the
exercise of the conversion privilege.
Table of Contents


Prospe c t us Supple m e nt t o Prospe c t us da t e d M a y 1 8 , 2 0 1 6


T e sla , I nc .
$850,000,000
2.375% Convertible Senior Notes due 2022
Interest payable March 15 and September 15


We are offering $850,000,000 principal amount of our 2.375% Convertible Senior Notes due 2022 (the "notes"). The notes will bear interest at a rate
of 2.375% per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2017. The notes will mature
on March 15, 2022.
Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding December 15,
2021 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2017 (and only
during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of
30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion
price for the notes on each trading day; (2) during the five business day period after any five consecutive trading day period (the "measurement period") in
https://www.sec.gov/Archives/edgar/data/1318605/000119312517086226/d535687d424b5.htm[3/21/2017 11:25:56 AM]


Filed Pursuant to Rule 424(b)(5)
which the trading price (as defined below) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the
product of the last reported sale price of our common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified
corporate events. On or after December 15, 2021 until the close of business on the second scheduled trading day immediately preceding the maturity date,
holders may convert their notes at any time. Upon conversion of notes, we will deliver cash, shares of our common stock or a combination of cash and
shares of our common stock, at our election, as described in this prospectus supplement.
The conversion rate with respect to the notes will initially be 3.0534 shares of common stock per $1,000 principal amount of notes (equivalent to an
initial conversion price of approximately $327.50 per share of common stock). The conversion rate will be subject to adjustment in some events but will not
be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, we will increase the
conversion rate for a holder who elects to convert its notes in connection with such a corporate event in certain circumstances.
We may not redeem the notes prior to the maturity date.
If we undergo a fundamental change, holders may require us to purchase for cash all or part of their notes at a purchase price equal to 100% of the
principal amount of the notes to be purchased, plus accrued and unpaid interest to, but not including, the fundamental change purchase date.
The notes will be our senior unsecured obligations and will rank senior in right of payment to any of our indebtedness that is expressly subordinated
in right of payment to the notes, will rank equally in right of payment with any of our unsecured indebtedness that is not so subordinated (including our
Existing Convertible Notes (as defined below)), will be effectively junior in right of payment to any of our secured indebtedness to the extent of the value of
the assets securing such indebtedness and will be structurally subordinated to all indebtedness and other liabilities (including trade payables) of our
subsidiaries (including the SolarCity Convertible Notes (as defined below) and the amounts outstanding under the SolarCity Credit Facilities).
Concurrently with this offering of notes, we are offering 1,335,878 shares of our common stock (or up to 1,536,259 shares of our common stock if
the underwriters of that offering exercise in full their option to purchase additional shares), in an underwritten offering pursuant to a separate prospectus
supplement. The closing of this offering of notes is not contingent upon the closing of the concurrent offering of common stock, and the closing of the
concurrent offering of common stock is not contingent upon the closing of this offering.
Elon Musk, our Chief Executive Officer and Chairman of our Board of Directors, has indicated his preliminary interest in purchasing up to
95,420 shares of our common stock in the concurrent common stock offering for a purchase price of approximately $25.0 million at the public offering price.
We do not intend to apply to list the notes on any securities exchange or any automated dealer quotation system. Our common stock is listed on The
Nasdaq Global Select Market under the symbol "TSLA". The last reported sale price of our common stock on the Nasdaq Global Select Market on March 16,
2017 was $262.05 per share.


Investing in the notes involves a high degree of risk. See "Risk Factors" beginning on page S-14 of this prospectus supplement, page 6 of the
accompanying prospectus and in the reports we file with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended, incorporated by reference in this prospectus supplement for a discussion of certain risks that you should consider in connection with an
investment in the notes.


N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny ot he r re gula t ory body ha s a pprove d or disa pprove d of t he se
se c urit ie s or pa sse d upon t he a c c ura c y or a de qua c y of t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us. Any
re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .





Per Note
Total

Public offering price(1)

$1,000.00
$850,000,000
Underwriting discount(2)

$ 11.349
$
9,646,650
Proceeds, before offering expenses, to Tesla

$ 988.651
$840,353,350

(1)
Plus accrued interest, if any, from March 22, 2017.
(2)
We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See "Underwriting."
We have granted the underwriters options to purchase, exercisable within a 30-day period beginning on, and including, the date of this prospectus
supplement, up to an additional $127,500,000 principal amount of notes, solely to cover over-allotments, if any.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We expect that delivery of the notes will be made to investors in book-entry form through The Depository Trust Company on or about March 22,
2017.

https://www.sec.gov/Archives/edgar/data/1318605/000119312517086226/d535687d424b5.htm[3/21/2017 11:25:56 AM]


Filed Pursuant to Rule 424(b)(5)
Goldm a n, Sa c hs & Co.

De ut sc he Ba nk Se c urit ie s
Cit igroup

M orga n St a nle y

Ba rc la ys

BofA M e rrill Lync h

Cre dit Suisse


Prospectus Supplement dated March 16, 2017
Table of Contents
T ABLE OF CON T EN T S
Prospe c t us Supple m e nt


Pa ge
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
WHERE YOU CAN FIND MORE INFORMATION
S-ii
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
S-iii
SUMMARY
S-1
THE OFFERING
S-3
SUMMARY CONSOLIDATED FINANCIAL DATA
S-10
RISK FACTORS
S-14
USE OF PROCEEDS
S-24
DESCRIPTION OF NOTES
S-25
DESCRIPTION OF CONVERTIBLE NOTE HEDGE AND WARRANT TRANSACTIONS
S-58
DESCRIPTION OF COMMON STOCK
S-60
CONCURRENT COMMON STOCK OFFERING
S-64
PRICE RANGE OF COMMON STOCK
S-65
DIVIDEND POLICY
S-66
UNAUDITED PRO FORMA FINANCIAL INFORMATION
S-67
CAPITALIZATION
S-74
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-77
UNDERWRITING
S-87
LEGAL MATTERS
S-93
EXPERTS
S-93
INFORMATION INCORPORATED BY REFERENCE
S-94
Prospe c t us



Pa ge
SUMMARY


1
RATIO OF EARNINGS TO FIXED CHARGES


3
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS


4
WHERE YOU CAN FIND MORE INFORMATION


5
RISK FACTORS


6
USE OF PROCEEDS


7
DESCRIPTION OF THE SECURITIES


8
SELLING STOCKHOLDERS


9
PLAN OF DISTRIBUTION

10
LEGAL MATTERS

12
EXPERTS

12
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

13


U nle ss w e ha ve indic a t e d ot he rw ise , re fe re nc e s in t his prospe c t us supple m e nt t o "T e sla ," "w e ," "us,"
"our" a nd sim ila r t e rm s re fe r t o T e sla , I nc . a nd it s subsidia rie s.

https://www.sec.gov/Archives/edgar/data/1318605/000119312517086226/d535687d424b5.htm[3/21/2017 11:25:56 AM]


Filed Pursuant to Rule 424(b)(5)
S-i
Table of Contents
ABOU T T H I S PROSPECT U S SU PPLEM EN T
You should rely only on the information contained, or incorporated by reference, in this prospectus supplement and the
accompanying prospectus. Neither we nor the underwriters have authorized anyone to provide you with different information. If
anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not,
making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted or in which the person making such
offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. You should
not assume that the information in this prospectus supplement, the accompanying prospectus or any document incorporated by
reference is accurate or complete as of any date other than the date of the applicable document. Our business, financial condition,
results of operations and prospects may have changed since that date.
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering
and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference
into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, gives more
general information, some of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring to
both parts of this document combined. In this prospectus supplement, as permitted by law, we "incorporate by reference"
information from other documents that we file with the Securities and Exchange Commission, or the SEC. This means that we can
disclose important information to you by referring you to those documents. The information incorporated by reference is considered
to be a part of this prospectus supplement and the accompanying prospectus and should be read with the same care. When we
update the information contained in documents that have been incorporated by reference by making future filings with the SEC, the
information included or incorporated by reference in this prospectus supplement is considered to be automatically updated and
superseded. In other words, in case of a conflict or inconsistency between information contained in this prospectus supplement and
information in the accompanying prospectus or incorporated by reference into this prospectus supplement, you should rely on the
information contained in the document that was filed later.
You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment,
legal or tax advice. You should consult your own counsel, accountants and other advisers for legal, tax, business, financial and
related advice regarding the purchase of the notes offered by this prospectus supplement. If the description of the offering varies
between this prospectus supplement and the accompanying prospectus, you should rely on the information contained in this
prospectus supplement.
WH ERE Y OU CAN FI N D M ORE I N FORM AT I ON
We have filed with the SEC a registration statement on Form S-3 under the Securities Act of 1933, as amended, or the
Securities Act, with respect to the notes offered by this prospectus supplement. This prospectus supplement, filed as part of the
registration statement, does not contain all the information set forth in the registration statement and its exhibits and schedules,
portions of which have been omitted as permitted by the rules and regulations of the SEC. For further information about us, we
refer you to the registration statement and to its exhibits and schedules.
We file annual, quarterly and current reports and other information with the SEC. You may read and copy any materials we
file at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information about the Public Reference Room. The SEC also maintains an internet website at www.sec.gov that contains
periodic and current reports, proxy and information statements, and other information regarding registrants that are filed
electronically with the SEC.

S-ii
Table of Contents
These documents are also available, free of charge, through the Investors section of our website, which is located at
www.tesla.com. Information contained on, or that can be accessed through, our website is not incorporated by reference into this
prospectus supplement or the accompanying prospectus and you should not consider such information to be part of this prospectus
https://www.sec.gov/Archives/edgar/data/1318605/000119312517086226/d535687d424b5.htm[3/21/2017 11:25:56 AM]


Filed Pursuant to Rule 424(b)(5)
supplement or the accompanying prospectus.
SPECI AL N OT E REGARDI N G FORWARD LOOK I N G ST AT EM EN T S
This prospectus supplement and the accompanying prospectus, including the documents incorporated or deemed to be
incorporated by reference into this prospectus supplement and the accompanying prospectus, may include forward-looking
statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended, or the Exchange Act. These forward-looking statements include, but are not limited to, statements concerning our
strategy, future operations, future financial position, future revenues, projected costs, profitability, expected cost reductions, capital
adequacy, expectations regarding demand and acceptance for our technologies, growth opportunities and trends in the market in
which we operate, prospects and plans and objectives of management and the statements set forth in Part I, Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K and
in our other filings with the SEC. The words "anticipates", "believes", "could," "estimates", "expects", "intends", "may", "plans",
"projects", "will", "would" and similar expressions are intended to identify forward-looking statements, although not all forward-
looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in
our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or
events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make.
These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those
in the forward-looking statements, including, without limitation, the risks set forth in Part I, Item 1A, "Risk Factors" in our Annual
Report on Form 10-K and in our other filings with the SEC. We do not assume any obligation to update any forward-looking
statements, except as required by law.
More information on potential factors that could affect our financial results is included from time to time in our SEC filings and
reports, including the risks identified under the section titled "Risk Factors" in our periodic reports on Form 10-K and Form 10-Q
that we file with the SEC. We disclaim any obligation to update information contained in these forward-looking statements whether
as a result of new information, future events, or otherwise, except as required by law.
Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law, you are advised to consult any additional disclosures we make in
our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. See
"Where You Can Find More Information."

S-iii
Table of Contents
SU M M ARY
This summary highlights information contained elsewhere in this prospectus supplement, the accompanying prospectus
and the documents incorporated by reference. This summary sets forth the material terms of this offering, but does not contain
all of the information you should consider before investing in our notes. You should read carefully this entire prospectus
supplement and the accompanying prospectus, including the documents incorporated by reference in this prospectus
supplement and the accompanying prospectus, before making an investment decision to purchase our notes, especially the
risks of investing in our notes discussed in the section titled "Risk Factors" in this prospectus supplement as well as the
consolidated financial statements and notes to those consolidated financial statements incorporated by reference into this
prospectus supplement and the accompanying prospectus. In addition, any reference to or description of our concurrent
common stock offering herein is wholly subject to the other prospectus supplement pursuant to which shares of our common
stock are being offered, and you should not rely on this prospectus supplement in making an investment decision to purchase
shares of our common stock.
T e sla , I nc .
We design, develop, manufacture and sell high-performance fully electric vehicles, and energy storage systems, as well
as install, operate and maintain solar and energy storage products. We are the world's only vertically integrated energy
company offering end-to-end clean energy products, including generation, storage and consumption. We have established a
global network of vehicle stores, service centers and Supercharger stations to accelerate the widespread adoption of our
https://www.sec.gov/Archives/edgar/data/1318605/000119312517086226/d535687d424b5.htm[3/21/2017 11:25:56 AM]


Filed Pursuant to Rule 424(b)(5)
products. Our vehicles, engineering expertise across multiple products and systems, intense focus to accelerate the world's
transition to sustainable transport, and business model differentiates us from other manufacturers.
We currently produce and sell two fully electric vehicles, the Model S sedan and the Model X sport utility vehicle, or
SUV. Both vehicles offer exceptional performance, functionality and attractive styling. We commenced deliveries of Model S in
June 2012 and have continued to improve Model S by introducing performance, all-wheel drive dual motor, and autopilot
options, as well as free over-the-air software updates.
Our next vehicle introduction is the Model 3, a lower priced sedan designed for the mass market. We intend to begin
volume production and deliveries of Model 3 in the second half of 2017. We also intend to bring additional vehicles to market in
the future. In addition to manufacturing and selling our own vehicles, we leverage our technology expertise in batteries, power
electronics, and integrated systems to manufacture and sell energy storage products. Also, through our acquisition of SolarCity
Corporation, or SolarCity, which closed on November 21, 2016, we sell renewable energy to our customers typically at prices
below utility rates and are focused on reducing the cost of solar energy for our customers.
We were incorporated in 2003 in Delaware. As of December 31, 2016, Tesla had 17,782 full-time employees worldwide
and SolarCity had 12,243 full-time employees worldwide. We are headquartered in Palo Alto, California. Our principal executive
offices are located at 3500 Deer Creek Road, Palo Alto, California 94304, and our telephone number at this location is (650)
681-5000. We completed our initial public offering in July 2010 and our common stock is listed on the Nasdaq Global Select
Market under the symbol "TSLA." Effective February 1, 2017, we changed our corporate name from "Tesla Motors, Inc." to
"Tesla, Inc." Our website address is www.tesla.com. Information contained on, or can be


S-1
Table of Contents
accessed through, our website is not incorporated by reference into this prospectus supplement or the accompanying
prospectus and you should not consider such information to be part of this prospectus supplement or the accompanying
prospectus.
The "Tesla" design logo, "Tesla," "Model S," "Model X," "Model 3" and other trademarks or service marks of Tesla
appearing in this prospectus supplement and the accompanying prospectus are the property of Tesla.


S-2
Table of Contents
T H E OFFERI N G

I ssue r
Tesla, Inc., a Delaware corporation

Se c urit ie s
$850,000,000 aggregate principal amount of 2.375%
Convertible Senior Notes due 2022 (plus up to an additional
$127,500,000 principal amount of additional notes that our
underwriters have the option to acquire from us).

I ssue pric e
100% plus accrued interest, if any, from March 22, 2017.

https://www.sec.gov/Archives/edgar/data/1318605/000119312517086226/d535687d424b5.htm[3/21/2017 11:25:56 AM]


Filed Pursuant to Rule 424(b)(5)
M a t urit y
The notes will mature on March 15, 2022, unless earlier
purchased or converted.

I nt e re st
The notes will bear interest at a rate of 2.375% per year.

Interest will accrue from March 22, 2017 and will be payable

semiannually in arrears on March 15 and September 15 of
each year, beginning on September 15, 2017.

We will pay additional interest, if any, at our election as the
sole remedy relating to the failure to comply with our

reporting obligations as described under "Description of
Notes--Events of Default".

Conve rsion right s
Holders may convert their notes at their option prior to the
close of business on the business day immediately
preceding December 15, 2021 in multiples of $1,000
principal amount, only under the following circumstances:

· during any calendar quarter commencing after the
calendar quarter ending on June 30, 2017 (and only
during such calendar quarter), if the last reported sale
price of our common stock for at least 20 trading days

(whether or not consecutive) during a period of 30
consecutive trading days ending on the last trading day
of the immediately preceding calendar quarter is greater
than or equal to 130% of the conversion price on each
applicable trading day;

· during the five business day period after any five

consecutive trading day period (the "measurement
period") in which the "trading


S-3
Table of Contents
price" (as defined under "Description of Notes--
Conversion Rights--Conversion upon Satisfaction of
Trading Price Condition") per $1,000 principal amount of

notes for each trading day of the measurement period
was less than 98% of the product of the last reported
sale price of our common stock and the applicable
conversion rate on each such trading day; or

· upon the occurrence of specified corporate events

described under "Description of Notes--Conversion
Rights--Conversion upon Specified Corporate Events".

On or after December 15, 2021 until the close of business
on the second scheduled trading day immediately preceding

the maturity date, holders may convert their notes, in
multiples of $1,000 principal amount, at the option of the
holder.

https://www.sec.gov/Archives/edgar/data/1318605/000119312517086226/d535687d424b5.htm[3/21/2017 11:25:56 AM]


Filed Pursuant to Rule 424(b)(5)
The conversion rate for the notes is initially 3.0534 shares
per $1,000 principal amount of notes (equivalent to an initial

conversion price of approximately $327.50 per share of
common stock). The conversion rate will be subject to
adjustment as described in this prospectus supplement.

Upon conversion of a note, we will satisfy our conversion
obligation by paying or delivering, as applicable, cash,
shares of our common stock or a combination of cash and
shares of our common stock, at our election (as described
herein). If we elect to satisfy our conversion obligation solely
in cash or through payment and delivery, as the case may
be, of a combination of cash and shares of our common

stock, the amount of cash and shares of our common stock,
if any, due upon conversion will be based on a daily
conversion value (as described herein) calculated on a
proportionate basis for each VWAP trading day (as
described herein) in a 20 consecutive VWAP trading day
observation period (as described herein). See "Description of
Notes--Conversion Rights--Settlement upon Conversion".

In addition, following certain corporate events that occur prior

to the maturity date, we will increase the applicable
conversion rate for a


S-4
Table of Contents
holder who elects to convert its notes in connection with such
a corporate event in certain circumstances, as described

under "Description of Notes Conversion Rights--Adjustment
to Conversion Rate upon Conversion in Connection with a
Make Whole Fundamental Change".

You will not receive any additional cash payment or
additional shares representing accrued and unpaid interest, if
any, upon conversion of a note, except in limited
circumstances described under "Description of Notes--

Conversion Rights--General". Instead, interest will be
deemed to be paid in full by the cash paid and, if applicable,
shares of our common stock issued to the converting holder
upon conversion.

N o re de m pt ion
We may not redeem the notes prior to the maturity date, and
no "sinking fund" is provided for the notes, which means that
we are not required to retire the notes periodically.

Funda m e nt a l c ha nge
If we undergo a "fundamental change" (as defined in this
prospectus supplement under "Description of Notes--
Fundamental Change Permits Holders to Require Us to
Purchase Notes"), subject to certain conditions, holders may
require us to purchase for cash all or part of their notes in
principal amounts of $1,000 or an integral multiple thereof.
https://www.sec.gov/Archives/edgar/data/1318605/000119312517086226/d535687d424b5.htm[3/21/2017 11:25:56 AM]


Filed Pursuant to Rule 424(b)(5)
The fundamental change purchase price will be equal to
100% of the principal amount of the notes to be purchased,
plus accrued and unpaid interest to, but not including, the
fundamental change purchase date. See "Description of
Notes--Fundamental Change Permits Holders to Require Us
to Purchase Notes".

Ra nk ing
The notes will be our senior unsecured obligations and will:

· rank senior in right of payment to any of our

indebtedness that is expressly subordinated in right of
payment to the notes;

· rank equally in right of payment with any of our
unsecured indebtedness that is not so subordinated,
including our 1.50% Convertible Senior Notes due 2018,

0.25% Convertible Senior Notes due 2019 and 1.25%
Convertible Senior Notes due 2021 (collectively, our
"Existing Convertible Notes");


S-5
Table of Contents
· be effectively junior in right of payment to any of our

secured indebtedness to the extent of the value of the
assets securing such indebtedness; and

· be structurally subordinated to all indebtedness and
other liabilities (including trade payables) of our
subsidiaries (including SolarCity's 2.75% Convertible
Senior Notes due 2018, 1.625% Convertible Senior

Notes due 2019 and Zero-Coupon Convertible Senior
Notes due 2020 (collectively, the "SolarCity Convertible
Notes") and the amounts outstanding under SolarCity's
credit facilities, including the senior secured revolving
credit agreement (the "SolarCity Credit Facilities")).

As of December 31, 2016, on an as adjusted basis after
giving effect to this offering (assuming that the underwriters
do not exercise their option to purchase additional notes),
Tesla, Inc. would have had approximately $4.3 billion in
outstanding indebtedness (which amount includes the face
amount of the notes as well as the face value of our Existing

Convertible Notes and outstanding balances under the Credit
Agreement), $1.0 billion of which was secured indebtedness,
and our subsidiaries had approximately $5.5 billion in
liabilities outstanding (which amount includes the face
amount of the outstanding SolarCity Convertible Notes and
includes $2.4 billion of non-recourse indebtedness), including
trade payables but excluding intercompany indebtedness.

The indenture governing the notes does not limit the amount

of debt that we or our subsidiaries may incur.

https://www.sec.gov/Archives/edgar/data/1318605/000119312517086226/d535687d424b5.htm[3/21/2017 11:25:56 AM]


Filed Pursuant to Rule 424(b)(5)
Eve nt s of de fa ult
Except as described under "Description of the Notes--Events
of Default," if an event of default occurs, the principal amount
of the notes plus accrued and unpaid interest may be
declared immediately due and payable, subject to certain
conditions set forth in the indenture. These amounts
automatically become due and payable in the case of certain
types of bankruptcy or insolvency events of default involving
Tesla, Inc.

Book -e nt ry form
The notes will be issued in book-entry form and will be
represented by permanent global


S-6
Table of Contents
certificates deposited with, or on behalf of, The Depository
Trust Company ("DTC") and registered in the name of a
nominee of DTC. Beneficial interests in any of the notes will
be shown on, and transfers will be effected only through,
records maintained by DTC or its nominee and any such
interest may not be exchanged for certificated securities,
except in limited circumstances.

Abse nc e of a public m a rk e t for t he not e s
The notes are new securities and there is currently no
established market for the notes. Accordingly, we cannot
assure you as to the development or liquidity of any market
for the notes. The underwriters have advised us that they
currently intend to make a market in the notes. However,
they are not obligated to do so, and they may discontinue
any market making with respect to the notes without notice.
We do not intend to apply for a listing of the notes on any
securities exchange or any automated dealer quotation
system.

N a sda q Globa l Se le c t M a rk e t sym bol for our c om m on Our common stock is listed on the Nasdaq Global Select
st oc k
Market under the symbol "TSLA".

T rust e e , pa ying a ge nt a nd c onve rsion a ge nt
U.S. Bank National Association.

Conve rt ible not e he dge a nd w a rra nt t ra nsa c t ions
In connection with the pricing of the notes, we intend to enter
into privately negotiated convertible note hedge transactions
with one or more of the underwriters or their respective
affiliates or other financial institutions ("hedge
counterparties"). The convertible note hedge transactions will
cover, subject to customary anti-dilution adjustments, the
number of shares of our common stock that will initially
underlie the notes. We also intend to enter into warrant
transactions with the hedge counterparties relating to the
same number of shares of our common stock, with a strike
price of $655.00, subject to customary anti-dilution
adjustments.

The convertible note hedge transactions are expected to
https://www.sec.gov/Archives/edgar/data/1318605/000119312517086226/d535687d424b5.htm[3/21/2017 11:25:56 AM]


Document Outline