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As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/01/16 Tesla Motors Inc 8-K:1,8,9 7/31/16 6:4.0M RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 40K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 478K
Liquidation or Succession
3: EX-10.1 Material Contract HTML 31K
4: EX-99.1 Miscellaneous Exhibit HTML 40K
5: EX-99.2 Miscellaneous Exhibit HTML 13K
6: EX-99.3 Miscellaneous Exhibit HTML 28K
| EX-99.3 |
Exhibit 99.3
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Tesla to acquire SolarCity
Creating the World’s leading Sustainable Energy Company
Investor Presentation
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DISCLAIMERS
Forward-Looking Statements
Certain statements in this presentation, including statements relating to the proposed combination of SolarCity Corporation (“SolarCity”) and Tesla Motors, Inc. (“Tesla”) and the combined company’s future financial condition, performance and operating results, strategy and plans are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements. In addition to factors previously disclosed in Tesla’s and SolarCity’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”) and those identified elsewhere in this presentation, the following factors, among others, could cause actual results to differ materially from forward-looking statements and historical performance: the ability to obtain regulatory approvals and meet other closing conditions to the transaction, including requisite approval by Tesla and SolarCity stockholders, on a timely basis or at all; delay in closing the transaction; the ultimate outcome and results of integrating the operations of Tesla and SolarCity and the ultimate ability to realize synergies and other benefits; business disruption following the transaction; the availability and access, in general, of funds to meet debt obligations and to fund ongoing operations and necessary capital expenditures; and the ability to comply with all covenants in the indentures and credit facilities of Tesla and SolarCity, any violation of which, if not cured in a timely manner, could trigger a default of our other obligations under cross-default provisions.
Important Additional Information and Where To Find It
The transaction will be submitted to the stockholders of each of SolarCity and Tesla for their consideration. Tesla will file with the SEC a Registration Statement on Form S-4 that will include a joint proxy statement/prospectus of SolarCity and Tesla. INVESTORS AND SECURITY HOLDERS OF SOLARCITY AND TESLA ARE URGED TO READ THE JOINT PROXY STATEMENT/ PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website, www.sec.gov.
Participants in the Solicitation
SolarCity, Tesla, and certain of their respective directors, executive officers and other members of management and employees, under SEC rules may be deemed to be participants in the solicitation of proxies from SolarCity and Tesla stockholders in connection with the proposed transaction. Information regarding the interests of the persons who may, under the rules of the SEC, be deemed participants in the solicitation of SolarCity and Tesla stockholders in connection with the proposed transaction will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find more detailed information about SolarCity’s executive officers and directors in its definitive proxy statement filed with the SEC on April 21, 2016. You can find more detailed information about Tesla’s executive officers and directors in its definitive proxy statement filed with the SEC on April 15, 2016.
2 TESLA . C O M
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Transaction overview
Tesla to acquire SolarCity in an all-stock transaction
SolarCity shareholders will receive 0.110 shares of Tesla for each share of SolarCity
$25.37 per share value*
Pro Forma Ownership
Approximately 93.5% Tesla / 6.5% SolarCity
Expected Close
Q4 2016
Approval Process
Transaction subject to the approval of a majority of disinterested shareholders of both SolarCity and Tesla voting at each shareholder meeting
*Based on the 5-day volume weighted average price of Tesla shares as of July 29, 2016
3 TESLA . C O M
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A compelling strategic combination
Accelerate the transition to sustainable energy
Drive product development and innovation
Catalyze Solar Energy adoption
SUBSTANTIAL COST EFFICIENCIES
4 TESLA . C O M
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Accelerate the transition to sustainable energy AMIDST Record high co2 LEVELS
Years
404.5 ppm as of June 2016
Mauna Loa Observatory, Vostok Ice Core, Law Dome Ice Core
5 TESLA . C O M
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Create the world’s only integrated Sustainable Energy Company mutual benefits of solar + storage enhance overall value proposition
Sustainable
Consumption
Renewable Energy Generation
Stationary
Storage
6 TESLA . C O M
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INDUSTRY’S LOWEST COST SOLAR + STORAGE OFFERING
Best-in-Class Rooftop Solar Installation Costs
Global Scale Storage Production
INSTALLATION COST PER WATT
Tesla Gigafactory
$3.16
$2.49
$2.10
$1.92
4Q12 4Q13 4Q14 4Q15 (Lowest Reported Quarter)
T E S L A G I G A F A C T O R Y
Source: SolarCity
7 TESLA . C O M
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the solar Industry leader
Leading solar cell and module technology
Lowest fully-installed cost in residential solar
Efficient, attractive mounting hardware
Experienced nationwide installation team
Leading project finance capabilities
800+ retail locations via strategic partnerships (e.g., Home Depot)
Vertical Integration
Module manufacturing
Lead generation
Sales
Financing
Installation
Monitoring
8 TESLA . C O M
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a proven history of disruptive innovation
Powerwall and Powerpack
Gigafactory
World’s largest high-speed EV charging network
Longest range EV
Model X
Model 3
Autopilot
Design
Manufacturing
Sales
Financing
Service
Re-charging
innovation
Vertical Integration
Leadership
Model S market share*
World’s fastest growing car company
Source: IHS Global Sales and Registrations, IHS Light Vehicle Forecast (Hong Kong), Tesla (Tesla Deliveries)
*Large Luxury Vehicle Market defined as: Tesla Model S, Audi A7/S7/RS7, Audi A8/S8, BMW 6-Series Gran Coupe, BMW 7-Series, Jaguar XJ/XJR, Lexus LS, Mercedes CLS-Class, Mercedes S-Class, Porsche Panamera; excludes 2 door variants, and estate/wagon body styles
Tesla Deliveries Non-Tesla Large Luxury Sedans
9 TESLA . C O M
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Drive product development & innovation
Powerwall / powerpack
Solar roofing
Grid Services software
Leverage Tesla’s design and manufacturing expertise
Speed development of beautiful, differentiated and technologically superior products
Improve solar value proposition by integrating storage, reducing system cost and improving reliability
Fully integrate product suite for a seamless user experience, delivering an improved, lower-cost product for customers
Develop products for residential, commercial and grid-scale applications
Take advantage of SolarCity’s industry-leading project finance capabilities
10 TESLA . C O M
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Cross-selling synergies
Single ordering experience, installation and service contact
Leverage Tesla distribution
Over 190 retail locations and growing
3 million engaged store visitors annually
Broadened geographic growth opportunities for SolarCity via Tesla’s international reach
Loyal customer following
Customers with overlapping product interest
“No Compromises” energy choice
Saves money
Quiet, clean energy security
The system “just works”
Cut reliance on fossil fuels
Reduce carbon and particulate emissions
11 TESLA . C O M
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Substantial cost efficiencies
$150 M Sales and marketing efficiencies Corporate and overhead savings
of direct cost synergies
expected to be achieved
in first full year
after closing
Improve value proposition by
Cost synergies Driven by
Lowering hardware costs
Reducing installation and service costs Improving manufacturing efficiency Reducing customer acquisition costs Cutting capital costs
12 TESLA . C O M
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Financial Profile
Greater visibility on cash flow dynamics of the combined company
Apply Tesla discipline to capital expenditure roadmap
Confidence in initial capitalization and goal to de-lever in future
Revenue growth driven by New product development
Revenue growth driven by New product development
13 TESLA . C O M
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PROCESS overview INDEPENDENT Advisors
Approved by independent members of the Tesla and SolarCity boards of directors after comprehensive due diligence, deliberation and arms-length negotiations
Independent BOARD APPROVAL
Advised by independent legal and financial advisors
Fairness opinions received from independent financial advisors
Disinterested stockholder approval
Transaction subject to the approval of a majority of disinterested shareholders of both SolarCity and Tesla voting at each shareholder meeting
Alternative proposals
SolarCity has a 45-day go-shop period during which it may solicit alternative acquisition proposals
14 TESLA . C O M
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Tesla to acquire SolarCity
Creating the World’s leading Sustainable Energy Company
Investor Presentation
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/1/16 | 425 | ||
| For Period End: | 7/31/16 | |||
| 7/29/16 | ||||
| 4/21/16 | ||||
| 4/15/16 | DEF 14A, DEFA14A | |||
| List all Filings | ||||
