Bond Teslan 2% ( US88160RAG65 ) in USD

Teslan

100 % ▼

United States

US88160RAG65 ( in USD )

2% per year ( payment 2 times a year)

14/05/2024 - Bond has expired

Prospectus brochure of the bond Tesla US88160RAG65 in USD 2%, expired

1 000 USD

1 840 000 000 USD

88160RAG6

BB ( Non-investment grade speculative )

N/A

Tesla, Inc. designs, develops, manufactures, and sells electric vehicles, battery energy storage devices, and solar panels.

The Bond issued by Teslan ( United States ) , in USD, with the ISIN code US88160RAG65, pays a coupon of 2% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/05/2024
The Bond issued by Teslan ( United States ) , in USD, with the ISIN code US88160RAG65, was rated BB ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

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424B5 1 d739086d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)5
Registration No. 333-231168
CALCULATION OF REGISTRATION FEE

Maximum
Maximum
Amount
Offering
Aggregate
Amount of
To Be
Price per
Offering
Registration
Title of Each Class of Securities to be Registered

Registered

Unit

Price(2)

Fee(2)
2.00% Convertible Senior Notes due 2024
$1,840,000,000(1)
100%

$1,840,000,000

$223,008.00
Common Stock, $0.001 par value per share

(3)

--

--(3)

--(4)

(1)
Includes 2.00% Convertible Senior Notes due 2024 that may be purchased by the underwriters pursuant to their option to purchase additional

2.00% Convertible Senior Notes due 2024 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 $309.83 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 , 2 0 1 9

T e sla , I nc .
$1,600,000,000
2.00% Convertible Senior Notes due 2024
Interest payable May 15 and November 15

We are offering $1,600,000,000 principal amount of our 2.00% Convertible Senior Notes due 2024 (the "notes"). The notes will bear interest at a rate of 2.00% per year, payable
semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2019. The notes will mature on May 15, 2024.
Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding February 15, 2024 only under the following
circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2019 (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 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 February 15, 2024 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 3.2276 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of
approximately $309.83 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 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 Subsidiary Credit Facilities (as defined below)).
Concurrently with this offering of notes, we are offering 3,086,419 shares of our common stock (or up to 3,549,381 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, has indicated his preliminary interest in purchasing up to 102,880 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
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the symbol "TSLA". The last reported sale price of our common stock on the Nasdaq Global Select Market on May 2, 2019 was $244.10 per share.

Investing in the notes involves a high degree of risk. See "Risk Factors " beginning on page S -13 of this prospectus supplement, page 5 of the accompanying prospectus and in the
reports we file with the Securities and Exchange Commission (the "SEC") 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 .

Pe r N ot e
T ot a l

Public offering price(1)

$ 1,000.00
$ 1,600,000,000
Underwriting discount(2)

$
11.00
$
17,600,000
Proceeds, before offering expenses, to Tesla(1)

$
989.00
$ 1,582,400,000

(1)
Plus accrued interest, if any, from May 7, 2019.
(2)
We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See "Underwriting."
We have granted the underwriters an option to purchase, exercisable within a 30-day period beginning on, and including, the date of this prospectus
supplement, up to an additional $240,000,000 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 May 7, 2019.

Goldm a n Sa c hs & Co. LLC

Cit igroup
BofA M e rrill Lync h

De ut sc he Ba nk Se c urit ie s
M orga n St a nle y
Cre dit Suisse
SOCI ET E GEN ERALE
We lls Fa rgo Se c urit ie s

Prospectus Supplement dated May 2, 2019
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-iii
Special Note Regarding Forward Looking Statements
S-iv
Summary
S-1
The Offering
S-3
Summary Consolidated Financial Data
S-10
Risk Factors
S-13
Use of Proceeds
S-24
Description of Notes
S-25
Description of Convertible Note Hedge and Warrant Transactions
S-59
Description of Common Stock
S-61
Concurrent Common Stock Offering
S-65
Market Information
S-66
Dividend Policy
S-66
Capitalization
S-67
Material U.S. Federal Income Tax Considerations
S-70
Underwriting
S-80
Legal Matters
S-87
Experts
S-87
Information Incorporated by Reference
S-88
Prospe c t us

Pa ge
Summary

1
Special Note Regarding Forward Looking Statements

3
Where You Can Find More Information

4
Risk Factors

5
Use of Proceeds

6
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Description of the Securities

7
Selling Stockholders

8
Plan of Distribution

9
Legal Matters

11
Experts

11
Incorporation of Certain Information by Reference

12

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.

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.

S-ii
Table of Contents
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. The SEC 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.
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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
supplement or the accompanying prospectus.

S-iii
Table of Contents
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, plans and objectives of
management, and the statements set forth in Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of
Operations" in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 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 II, Item 1A, "Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 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-iv
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 .
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Our mission is to accelerate the world's transition to sustainable energy. We design, develop, manufacture, lease and sell high-
performance fully electric vehicles, solar energy generation systems and energy storage products. We also offer maintenance,
installation, operation and other services related to our products.
Our production vehicle fleet includes our Model S premium sedan and our Model X SUV, which are our highest-performance
vehicles, and our Model 3, a lower-priced sedan designed for the mass market. We continue to enhance our vehicle offerings with
enhanced Autopilot options, internet connectivity and free over-the-air software updates to provide additional safety, convenience and
performance features. In March 2019, we unveiled Model Y, a compact SUV utilizing the Model 3 platform, which we expect to
produce at high volumes by the end of 2020. In April 2019, we also introduced the next generation of powertrain for Model S and
Model X, with 370 and 325 miles (EPA) of maximum range, respectively. In addition, we have several future electric vehicles in our
product pipeline, including Tesla Semi, a pickup truck and a new version of the Tesla Roadster.
We also sell and lease retrofit solar energy systems and sell renewable energy and energy storage products, and are ramping
our Solar Roof product that combines solar energy generation with attractive, integrated styling. Our energy storage products, which
we manufacture at Gigafactory 1, consist of Powerwall, mostly for residential applications, and Powerpack, for commercial, industrial
and utility-scale applications.
In order to facilitate our continued growth, we are undertaking various initiatives. These include plans to develop Model Y and
Tesla Semi, expand our Supercharger and vehicle service and repair networks, and invest in our manufacturing facilities, including
Tesla Factory and our Gigafactories in Nevada, New York and Shanghai. In particular, Gigafactory Shanghai is a key strategic
component for our growth in China, the largest electric vehicle market in the world, and we are proud to be the first wholly foreign-
owned vehicle manufacturer in the country. As part of this project, we have agreed with the local government to spend approximately
$2 billion in capital expenditures over the next five years (which is already included in our capital expenditure plans), and to generate
approximately $270 million of annual tax revenues starting at the end of 2023. We believe the tax revenue target will be easily
attainable even if our production were far lower than the volumes we are planning, although if we are unwilling or unable to meet such
target or obtain periodic project approvals, we would be compensated for the remaining value of the land lease, buildings and fixtures
and revert the site to the government.

S-1
Table of Contents
At this point in the history of Tesla, we have developed industry leading technology, cost and performance, and the most
exciting product lineup in the world. With this foundation, we look forward to the next phase of growth as we expand and scale our
operations.
We were incorporated in 2003 in Delaware. As of March 31, 2019, we and our subsidiaries had 40,853 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." Our website address is
www.tesla.com. Information contained on, or 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
supplement or the accompanying prospectus.
The "Tesla" design logo, "Tesla," "Model S," "Model X," "Model 3," "Model Y," "Tesla Roadster," "Tesla Semi" 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
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I ssue r
Tesla, Inc., a Delaware corporation.

Se c urit ie s
$1,600,000,000 aggregate principal amount of 2.00%
Convertible Senior Notes due 2024 (plus up to an additional
$240,000,000 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 May 7, 2019.

M a t urit y
The notes will mature on May 15, 2024, unless earlier
converted or purchased.

I nt e re st
The notes will bear interest at a rate of 2.00% per year.

Interest will accrue from May 7, 2019 and will be payable

semiannually in arrears on May 15 and November 15 of each
year, beginning on November 15, 2019.

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
February 15, 2024 in multiples of $1,000 principal amount, only
under the following circumstances:

· during any calendar quarter commencing after the calendar
quarter ending on September 30, 2019 (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 price" (as defined under "Description

of Notes--Conversion Rights--Conversion upon
Satisfaction of Trading Price Condition") per $1,000
principal amount of

S-3
Table of Contents
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 February 15, 2024 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.

The conversion rate for the notes is initially 3.2276 shares per
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$1,000 principal amount of notes (equivalent to an initial

conversion price of approximately $309.83 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 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".

S-4
Table of Contents
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
"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. 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
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indebtedness that is not so subordinated, including our

1.25% Convertible Senior Notes due 2021, 2.375%
Convertible Senior Notes due 2022, and 5.30% Senior
Notes due 2025 (our "Existing Notes");

· 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 the 1.625% Convertible Senior

S-5
Table of Contents
Notes due 2019 and Zero-Coupon Convertible Senior
Notes due 2020 each issued by SolarCity Corporation

("SolarCity") (collectively, the "SolarCity Convertible Notes")
and the amounts outstanding under our subsidiaries' credit
facilities (the "Subsidiary Credit Facilities")).

As of March 31, 2019, 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 $7.7 billion in outstanding
indebtedness (which amount includes the face amount of the
notes as well as the face value of our Existing Notes and
outstanding balances under our senior secured asset-backed
revolving credit agreement (the "Credit Agreement")),
$1.9 billion of which was secured indebtedness, and our
subsidiaries had approximately $6.7 billion in liabilities

outstanding (which amount includes the face amount of the
outstanding SolarCity Convertible Notes and includes $3.5 billion
of non-recourse indebtedness), including trade payables and
indebtedness to third parties at the full stated amount thereof
but excluding intercompany indebtedness and other obligations
and liabilities of a type not required to be reflected on a balance
sheet of such subsidiaries and other consolidated entities in
accordance with GAAP), all of which will be structurally senior
to the notes with respect to claims on the assets and cash flows
of our subsidiaries and other consolidated entities.

The indenture governing the notes does not limit the amount of

debt that we or our subsidiaries may incur.

Eve nt s of de fa ult
Except as described under "Description of 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 certificates deposited with, or
on behalf of, The

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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 Market
st oc k
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 entered 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
entered into warrant transactions with the hedge counterparties
relating to the same number of shares of our common stock,
with a strike price of $607.50, subject to customary anti-dilution
adjustments.

The convertible note hedge transactions are expected to reduce
potential dilution to our common stock and/or offset potential
cash payments we are required to make in excess of the

principal amount upon any conversion of notes. However, the
warrant transactions could separately have a dilutive effect to
the extent that the market price per share of our common stock
exceeds the applicable strike price of the

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warrants on the applicable expiration dates unless, subject to

the terms of the warrant transactions, we elect to cash settle the
warrants.

If the underwriters exercise their option to purchase additional

notes, we may enter into additional convertible note hedge and
warrant transactions.

U se of proc e e ds
We expect to receive net proceeds from this offering of
approximately $1.6 billion (or approximately $1.8 billion if the
underwriters exercise in full their over-allotment option to
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purchase additional notes), after deducting the underwriting
discounts and our estimated offering expenses. In addition,
concurrently with this convertible note offering, we are offering
3,086,419 shares of common stock (3,549,381 shares if the
underwriters exercise in full their option to purchase additional
shares) pursuant to a separate prospectus supplement in an
underwritten public offering. Through this convertible notes
offering and our concurrent common stock offering we expect to
receive net proceeds of approximately $2.3 billion (up to
$2.7 billion if the underwriters exercise in full their options to
purchase additional common stock and notes) after deducting
underwriting discounts and our estimated offering expenses.

We intend to use the net proceeds from this convertible notes
offering and our concurrent common stock offering to further
strengthen our balance sheet, as well as for general corporate
purposes. In addition, we will use approximately $262.1 million
of these proceeds (after such cost is partially offset by the

proceeds from warrant transactions described in "Description of
Convertible Note Hedge and Warrant Transactions") to pay the
net cost of the convertible note hedge transactions entered into
in connection with this convertible notes offering. See "Use of
Proceeds."

If the underwriters exercise their option to purchase additional
notes, we may sell additional warrants and use a portion of the
net proceeds from the sale of the additional notes, together with

the proceeds from the additional warrants, to enter into
additional convertible note hedge transactions and for general
corporate purposes.

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Conc urre nt c om m on st oc k offe ring
Concurrently with this offering, we are offering 3,086,419 shares
of our common stock (or 3,549,381 shares if the underwriters'
option to purchase additional shares of common stock in such
offering is exercised in full) in a public offering. This offering is
not contingent upon the closing of the concurrent common stock
offering and the concurrent common stock offering is not
contingent upon the closing of this offering.

Elon M usk sha re purc ha se
Mr. Elon Musk, our Chief Executive Officer, has indicated his
preliminary interest in purchasing up to 102,880 shares of our
common stock for a purchase price of approximately
$25.0 million in the concurrent common stock offering at the
public offering price.

Risk fa c t ors
See "Risk Factors" and other information included or
incorporated by reference in this prospectus supplement and the
accompanying prospectus for a discussion of factors you should
consider carefully before investing in the notes.

U .S. fe de ra l inc om e t a x c onside ra t ions
For material U.S. federal income tax consequences of the
purchase, ownership, disposition and conversion of the notes,
and the ownership and disposition of shares of our common
stock into which the notes may be converted, see "Material U.S.
Federal Income Tax Considerations."
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