Obligation Teslan 1.5% ( US88160RAA95 ) en USD

Teslan

100 % ⇌

Etas-Unis

US88160RAA95 ( en USD )

1.5% par an ( paiement semestriel )

01/06/2018 - Obligation échue

Prospectus brochure de l'obligation Tesla US88160RAA95 en USD 1.5%, échue

1 000 USD

660 000 000 USD

88160RAA9

N/A

Tesla, Inc. est une société américaine de véhicules électriques, d'énergie solaire et de stockage d'énergie.

L'Obligation émise par Teslan ( Etas-Unis ) , en USD, avec le code ISIN US88160RAA95, paye un coupon de 1.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/06/2018
L'Obligation émise par Teslan ( Etas-Unis ) , en USD, avec le code ISIN US88160RAA95, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-188625
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)
1.50% Convertible Senior Notes due 2018
$660,000,000(1)
100%

$660,000,000
$90,024
Common Stock, $0.001 par value per share

(3)

--

--(3)

--(4)

(1)
Includes 1.50% Convertible Senior Notes due 2018 that may be purchased by the underwriters pursuant to their option

to purchase additional 1.50% Convertible Senior Notes due 2018 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 $124.52 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

Prospectus Supplement to Prospectus dated May 15, 2013

Tesla Motors, Inc.
$600,000,000
1.50% Convertible Senior Notes due 2018
Interest payable June 1 and December 1

We are offering $600,000,000 principal amount of our 1.50% Convertible Senior Notes due 2018. The notes will bear interest at a rate of 1.50% per year, payable
semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2013. The notes will mature on June 1, 2018.
Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding March 1, 2018 only under the
following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2013 (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 on each applicable 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 March 1, 2018 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, we will deliver cash and, if applicable, shares of our common
stock (subject to our right to deliver cash in lieu of such shares of our common stock), as described in this prospectus supplement.
The conversion rate will initially be 8.0306 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of
approximately $124.52 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, 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.
Concurrently with this offering of notes, we are offering 3,393,793 shares of our common stock (or up to 3,902,862 shares of our common stock if the
underwriters of that offering exercise their option to purchase additional shares in full), 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
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is not contingent upon the closing of this offering of notes.
Mr. Elon Musk, our Chief Executive Officer and Chairman of our Board of Directors, has indicated his preliminary interest in purchasing up to an aggregate of
1,084,129 shares of our common stock for an aggregate purchase price of approximately $100 million, of which 487,857 shares of our common stock would be
purchased in our concurrent common stock offering at the public offering price, for a purchase price of approximately $45 million, and of which 596,272 shares of our
common stock would be purchased directly from us at the public offering price in a subsequent private placement, subject only to necessary regulatory approvals, for an
additional purchase price of approximately $55 million.
We intend to use (1) approximately $452.4 million of the net proceeds from this offering and our concurrent common stock offering for the prepayment of the DOE
Loan Facility, (2) approximately $50.9 million of the net proceeds from these offerings to pay the cost of the convertible note hedge transactions entered into in connection
with this offering (after such cost is partially offset by the proceeds to us from the warrant transactions described in "Description of Convertible Note Hedge and Warrant
Transactions") and (3) the remaining net proceeds from these offerings and our subsequent private placement to Mr. Musk, if any, for general corporate purposes. See
"Use of Proceeds".
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 May 16, 2013 was $92.20 per
share.
Investing in the notes involves a high degree of risk. See "Risk Factors" beginning on page S-12 of this prospectus supplement and page 6 of the accompanying
prospectus for a discussion of certain risks that you should consider in connection with an investment in the notes.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Per Note
Total

Public offering price(1)
$1,000.00 $600,000,000
Underwriting discounts and commissions(2)
$
17.50 $ 10,500,000
Proceeds, before offering expenses, to us
$ 982.50 $589,500,000
(1) Plus accrued interest, if any, from May 22, 2013.
(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 $60,000,000 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 22, 2013.

Goldman, Sachs & Co.

Morgan Stanley

J.P. Morgan

Prospectus Supplement dated May 16, 2013
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
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-9
RISK FACTORS
S-12
USE OF PROCEEDS
S-23
DESCRIPTION OF NOTES
S-24
DESCRIPTION OF CONVERTIBLE NOTE HEDGE AND WARRANT TRANSACTIONS
S-54
DESCRIPTION OF COMMON STOCK
S-56
CONCURRENT COMMON STOCK OFFERING
S-61
SUBSEQUENT PRIVATE PLACEMENT
S-62
PRICE RANGE OF COMMON STOCK
S-63
DIVIDEND POLICY
S-63
CAPITALIZATION
S-64
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-66
UNDERWRITING
S-75
LEGAL MATTERS
S-81
EXPERTS
S-81
INFORMATION INCORPORATED BY REFERENCE
S-82
Prospectus

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Page
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 SECURITIES

8
PLAN OF DISTRIBUTION

9
LEGAL MATTERS

11
EXPERTS

11
INFORMATION INCORPORATED BY REFERENCE

12
Unless we have indicated otherwise, references in this prospectus to "Tesla," "we," "us," "our" and similar terms
refer to Tesla Motors, Inc. and its subsidiaries.

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
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. 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.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3 under 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.
These documents are also available, free of charge, through the Investors section of our website, which is located at
www.teslamotors.com. Information contained on our website is not incorporated by reference into this prospectus supplement or the
accompanying prospectus and you should not consider information on our website to be part of this prospectus supplement or the
accompanying prospectus.

S-ii
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Table of Contents
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
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 (Exchange Act). All statements other than statements of historical facts contained in this prospectus supplement and the
accompanying prospectus, including statements relating to European and Asian launch expectations of Model S; schedule for the
introduction of future options and variants, production, delivery and volume expectations of Model S; vehicle demand, revenue,
volume, gross margin, and spending targets; the schedule, development, and features of, and our ability to leverage the Model S
platform for, Model X; our ability to execute multiple product development programs simultaneously; the expected benefits from
working on the development programs with Daimler and Toyota; our ability to repay our loan facility with the Federal Financing
Bank (FFB) and the United States Department of Energy (DOE), which we refer to as the DOE Loan Facility, including prior to the
vesting of the related DOE warrants; and future store, service center and Tesla Supercharger opening and expansion plans are
"forward-looking statements" that are subject to risks and uncertainties. These forward-looking statements are based on
management's current expectations, and as a result of certain risks and uncertainties actual results may differ materially from those
projected. The following important factors, without limitation, could cause actual results to differ materially from those in the forward-
looking statements: delays in maintaining current and future levels of production of Model S, including the ability of suppliers to
supply parts at desired quality and quantity levels; our ability to achieve planned cost reductions and manufacturing and logistics
efficiencies; our ability to design and achieve market acceptance of new vehicle models, specifically Model S and Model X;
consumers' willingness to adopt electric vehicles; our ability to manage our business consistent with the requirements of our DOE
Loan Facility; risks associated with the ability to achieve the expected financial results from the development and production of
powertrain systems for the Toyota RAV4 EV and vehicles for Daimler, including the completion of negotiations for an agreement for
the supply of production powertrains for the Mercedes-Benz B-Class EV; competition in the automotive market generally and the
alternative fuel vehicle market in particular; our ability to establish, maintain and strengthen our brand; the unavailability, reduction
or elimination of governmental and economic incentives for electric vehicles; our ability to establish, maintain and strengthen our
relationships with strategic partners such as Daimler, Toyota and Panasonic; customers' uptake of vehicles under our unique
financing program and our ability to execute and manage such program effectively; and our ability to execute on our plans for our
interactive retail strategy and for new store, service center and Tesla Supercharger openings. We disclaim any obligation to update
information contained in these forward-looking statements whether as a result of new information, or future events, 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 captioned "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.
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
SUMMARY
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 base 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 entitled "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
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common stock offering herein is wholly subject to the other prospectus supplement pursuant to which our notes are being
offered, and you should not rely on this prospectus supplement in making an investment decision to purchase our common
stock.
TESLA MOTORS, INC.
Overview
We design, develop, manufacture and sell high-performance fully electric vehicles and advanced electric vehicle
powertrain components. We own our sales and service network and have operationally structured our business in a manner
that we believe will enable us to rapidly develop and launch advanced electric vehicles and technologies. We believe our
vehicles, electric vehicle engineering expertise, and operational structure differentiates us from incumbent automobile
manufacturers.
We are the first company to commercially produce a federally-compliant electric vehicle, the Tesla Roadster, which
achieves a market-leading range on a single charge combined with attractive design, driving performance and zero tailpipe
emissions. As of March 31, 2013, we had delivered approximately 2,450 Tesla Roadsters to customers in over 30 countries.
While we have concluded the production run of the Tesla Roadster, its proprietary electric vehicle powertrain system is the
foundation of our business. We modified this system for our Model S sedan and plan to continue to enhance it for use in our
future electric vehicles, including our Model X crossover.
We began shipments of our second vehicle, the Model S sedan, in June 2012, and achieved our steady-state production
run rate of 20,000 vehicles per year in December 2012. In the quarter ended March 31, 2013, we delivered approximately
4,900 Model S vehicles to customers. Model S is a four door, five-passenger premium sedan that offers exceptional
performance, functionality and attractive styling. Model S has won several awards, including the prestigious Motor Trend Car of
the Year for 2013.
In addition, Consumer Reports recently gave the Model S a score of 99 out of 100 and commented that the Model S
performs better than any car that they have ever tested before. As of March 31, 2013, we had delivered over 7,500 Model S
vehicles to customers in North America, and we plan to start deliveries of the Model S into select European countries this
summer and Asian deliveries later in 2013.
We are adapting the platform architecture of the Model S to develop our Model X crossover, a prototype of which we
revealed in February 2012. This unique vehicle has been designed to fill the niche between the roominess of a minivan and the
style of an SUV, while having high performance features such as a dual motor all-wheel drive system.

S-1
Table of Contents
In addition to developing our own vehicles, we provide services for the development of full electric powertrain systems
and components, and sell electric powertrain components to other automotive manufacturers. We have provided development
services and powertrain components to Daimler AG (Daimler) for its Smart fortwo and Mercedes-Benz A-Class and B-Class
electric vehicles. We also have developed a full electric powertrain system for Toyota Motor Corporation (Toyota) for use in its
RAV4 EV and began shipping production components to Toyota in 2012.
We were incorporated in 2003 in Delaware. As of March 31, 2013, we had 3,179 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.teslamotors.com. Information contained on our website is not incorporated by reference into this prospectus supplement
or the accompanying prospectus and you should not consider information on our website to be part of this prospectus
supplement or the accompanying prospectus.
The "Tesla" design logo, "Tesla," "Tesla Motors," "Tesla Roadster," "Model S," "Model X" and other trademarks or service
marks of Tesla appearing in this prospectus supplement and the accompanying prospectus are the property of Tesla.

S-2
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Table of Contents
THE OFFERING

Issuer
Tesla Motors, Inc., a Delaware corporation
Securities
$600 million aggregate principal amount of 1.50%
Convertible Senior Notes due 2018 (plus up to an additional
$60 million principal amount of additional notes that our
underwriters have the option to acquire from us).
Issue price
100% plus accrued interest, if any, from May 22, 2013.
Maturity
June 1, 2018, unless earlier purchased or converted.
Interest
1.50% per year. Interest will accrue from May 22, 2013 and
will be payable semiannually in arrears on June 1 and
December 1 of each year, beginning on December 1, 2013.

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".
Conversion rights
Holders may convert their notes at their option prior to the
close of business on the business day immediately
preceding March 1, 2018 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, 2013 (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
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 notes for
each trading day of the measurement period was less

than 98% of

S-3
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the product of the last reported sale price of our common
stock and the 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".

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On or after March 1, 2018 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 8.0306 shares
per $1,000 principal amount of notes (equivalent to an initial
conversion price of approximately $124.52 per share of
common stock), subject to adjustment as described in this
prospectus supplement.

Upon conversion, we will deliver cash and, if applicable,
shares of our common stock (subject to our right to deliver
cash in lieu of all or a portion of such shares of our
common stock) based on a daily conversion value (as
described herein) 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 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".

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.

S-4
Table of Contents
No redemption
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.
Fundamental change
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. 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".
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Ranking
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;

· 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.

As of March 31, 2013, on an as adjusted basis after giving
effect to this offering and the use of proceeds therefrom
and from our concurrent common stock offering to repay
our DOE Loan Facility, we would have had $600 million in
outstanding indebtedness (which amount reflects the face
amount of the notes).

The indenture governing the notes does not limit the
amount of debt that we or our subsidiaries may incur.
Events of default
Except as described under "Description of the Notes--
Events of Default," if an event of default on the notes
occurs, the principal amount of the

S-5
Table of Contents
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
Motors, Inc.
Book-entry 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 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.
Absence of a public market for the notes
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
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system.
NASDAQ Global Select Market symbol for our common
stock
Our common stock is listed on the NASDAQ Global Select
Market under the symbol "TSLA".
Trustee, paying agent and conversion agent
U.S. Bank National Association.
Concurrent offering of common stock
Concurrently with this offering of our notes, we are offering
3,393,793 shares of our common stock (3,902,862 shares if
the underwriter exercises its option in full to purchase
additional shares) pursuant to a separate prospectus
supplement in an underwritten public offering. Through this
offering, our concurrent common stock offering and our
subsequent private placement of shares of common stock
to Mr. Musk, we intend to raise gross proceeds of
approximately $968.0 million (up to $1.075 billion if the
underwriter in the concurrent common stock offering
exercises in full its option to

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purchase additional shares and the underwriters in this
offering exercise in full their over-allotment option to
purchase additional notes). This offering is not contingent
upon our common stock offering and our common stock
offering is not contingent upon this notes offering. We
cannot assure you that our common stock offering will be
completed.
Elon Musk share purchase
Mr. Elon Musk, our Chief Executive Officer and Chairman
of our Board of Directors, has indicated his preliminary
interest in purchasing up to an aggregate of
1,084,129 shares of our common stock for an aggregate
purchase price of approximately $100 million, of which
487,857 shares of our common stock would be purchased
in our concurrent common stock offering at the public
offering price, for a purchase price of approximately
$45 million, and of which 596,272 shares of our common
stock would be purchased directly from us at the public
offering price in a subsequent private placement, subject
only to necessary regulatory approvals, for an aggregate
purchase price of approximately $55 million.
Convertible note hedge and warrant transactions
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
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424b5
price of $184.48, 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 warrants on the applicable expiration dates.

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Table of Contents

If the underwriters exercise their option to purchase
additional notes, we may enter into additional convertible
note hedge and warrant transactions.
Use of proceeds
We estimate that the net proceeds from this offering will be
approximately $589.0 million (or approximately $648.0
million if the
underwriters exercise their option to purchase
additional notes in full), after deducting underwriters'
discounts and commissions and estimated offering
expenses payable by us.

We intend to use (1) approximately $452.4 million of the net
proceeds from this offering and our concurrent common
stock offering for the prepayment of the DOE Loan Facility,
(2) approximately $50.9 million of the net proceeds from
these offerings to pay the cost of the convertible note
hedge transactions entered into in connection with this
offering (after such cost is partially offset by the proceeds to
us from the sale of the warrant transactions described in
"Description of Convertible Note Hedge and Warrant
Transactions") and (3) the remaining net proceeds from
these offerings and our subsequent private placement to
Mr. Musk, if any, for general corporate purposes. 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.
Risk factors
See "Risk Factors" beginning on page S-12 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.
Unless otherwise specifically indicated, all information in this prospectus supplement assumes no exercise by the
underwriters of their right to purchase up to an additional $60 million of notes from us in this offering and no exercise by the
underwriter in our concurrent common stock offering of its right to purchase up to an additional 509,069 shares of common
stock from us in our concurrent common stock offering.
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