Item 1.01Entry Into a Material Definitive Agreement.
Revolving Credit Facility
On January 20, 2023, Tesla, Inc. ("Tesla") entered into a credit agreement (the
"RCF Credit Agreement") with Citibank, N.A., as administrative agent, Deutsche
Bank Securities Inc. and the lenders and other agents party thereto. The RCF
Credit Agreement provides for a senior unsecured revolving credit facility of up
to $5.0 billion (the "Credit Facility"), which Tesla may draw upon from time to
time. Tesla may increase the total commitments under the Credit Facility by up
to an additional $2.0 billion, subject to certain conditions, potentially
increasing the Credit Facility to $7.0 billion. The Credit Facility provides for
the issuance of letters of credit. The proceeds of the loans may be used for
general corporate purposes or for any other purpose not otherwise prohibited by
the RCF Credit Agreement. The Credit Facility terminates, and all outstanding
loans, if any, become due and payable on January 20, 2028. Tesla may request up
to two one-year extensions of the facility. No loans were outstanding under the
Credit Facility as of January 25, 2023.
Outstanding borrowings under the Credit Facility accrue interest at a variable
rate equal to:
• for dollar-denominated loans, at the Company's election, (a) Term SOFR (the
forward-looking secured overnight financing rate) plus 0.10%, or (b) an
alternate base rate;
• for loans denominated in pounds sterling, SONIA (the sterling overnight
index average reference rate); or
• for loans denominated in euros, an adjusted EURIBOR rate;
in each case, plus an applicable margin. The applicable margin will be based on
the rating assigned to Tesla's senior, unsecured long-term indebtedness from
time to time.
Tesla accrues a fee based on the daily unused portion of the Credit
Facility. Such fee is also based on the rating assigned to Tesla's senior,
unsecured long-term indebtedness from time to time and is payable quarterly.
The Credit Facility contains covenants that are usual for this type of facility.
These covenants include, among others, restrictions on liens and the incurrence
of debt by Tesla's subsidiaries, each subject to exceptions and limitations. The
Credit Facility also requires that Tesla maintain $1.0 billion of liquidity (as
calculated pursuant to the RCF Credit Agreement). The Credit Facility contains
customary events of default. Upon the occurrence of an event of default, the
lenders may require the immediate payment of all amounts outstanding.
Item 1.02Termination of a Material Definitive Agreement.
Termination of ABL Credit Agreement
As previously reported, Tesla and its subsidiaries Tesla Motors Netherlands B.V.
and Tesla Motors Limited (together with Tesla and Tesla Motors Netherlands B.V.,
the "Borrowers") are parties to that certain Amended and Restated ABL Credit
Agreement, dated as of March 6, 2019 (as further amended from time to time, the
"ABL Credit Agreement"), with Deutsche Bank AG New York Branch, as
administrative agent and collateral agent, and the lenders and other agents
party thereto. The ABL Credit Agreement was set to mature on July 1, 2023. On
January 20, 2023, the ABL Credit Agreement was terminated by the parties. The
Borrowers did not have any borrowings outstanding under the ABL Credit Agreement
and did not incur any early termination penalties in connection with the
termination of the ABL Credit Agreement. Some of the lenders under the ABL
Credit Agreement, or their affiliates, are lenders under the RCF Credit
Agreement.
--------------------------------------------------------------------------------
Item 2.02Results of Operations and Financial Condition.
On January 25, 2023, Tesla released its financial results for the fiscal quarter
and year ended December 31, 2022 by posting its Fourth Quarter and Full Year
2022 Update on its website. The full text of the update is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
This information is intended to be furnished under Item 2.02 of Form 8-K,
"Results of Operations and Financial Condition" and shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth be specific reference in such a filing.
Item 2.03Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated herein by
reference.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Tesla, Inc. Fourth Quarter and Full Year 2022 Update, dated January
104 25, 2023 .
Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses