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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/07/18 Tesla, Inc. 10-Q 3/31/18 92:15M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 892K
2: EX-10.2 Material Contract HTML 57K
3: EX-10.3 Material Contract HTML 301K
4: EX-10.4 Material Contract HTML 64K
5: EX-10.5 Material Contract HTML 65K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 37K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 37K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 32K
15: R1 Document and Entity Information HTML 50K
16: R2 Consolidated Balance Sheets (Unaudited) HTML 152K
17: R3 Consolidated Balance Sheets (Unaudited) HTML 47K
(Parenthetical)
18: R4 Consolidated Statements of Operations (Unaudited) HTML 106K
19: R5 Consolidated Statements of Comprehensive Loss HTML 48K
(Unaudited)
20: R6 Consolidated Statements of Cash Flows (Unaudited) HTML 141K
21: R7 Overview HTML 32K
22: R8 Summary of Significant Accounting Policies HTML 464K
23: R9 Goodwill and Intangible Assets HTML 188K
24: R10 Fair Value of Financial Instruments HTML 180K
25: R11 Inventory HTML 55K
26: R12 Solar Energy Systems, Leased and To Be Leased - HTML 65K
Net
27: R13 Property, Plant, and Equipment HTML 72K
28: R14 Other Long-Term Liabilities HTML 62K
29: R15 Customer Deposits HTML 32K
30: R16 Convertible and Long-Term Debt Obligations HTML 533K
31: R17 Equity Incentive Plans HTML 84K
32: R18 Commitments and Contingencies HTML 49K
33: R19 Variable Interest Entity Arrangements HTML 118K
34: R20 Related Party Transactions HTML 48K
35: R21 Segment Reporting and Information about Geographic HTML 92K
Areas
36: R22 Summary of Significant Accounting Policies HTML 490K
(Policies)
37: R23 Summary of Significant Accounting Policies HTML 406K
(Tables)
38: R24 Goodwill and Intangible Assets (Tables) HTML 187K
39: R25 Fair Value of Financial Instruments (Tables) HTML 179K
40: R26 Inventory (Tables) HTML 54K
41: R27 Solar Energy Systems, Leased and To Be Leased - HTML 66K
Net (Tables)
42: R28 Property, Plant, and Equipment (Tables) HTML 67K
43: R29 Other Long-Term Liabilities (Tables) HTML 60K
44: R30 Convertible and Long-Term Debt Obligations HTML 526K
(Tables)
45: R31 Equity Incentive Plans (Tables) HTML 60K
46: R32 Variable Interest Entity Arrangements (Tables) HTML 120K
47: R33 Related Party Transactions (Tables) HTML 47K
48: R34 Segment Reporting and Information about Geographic HTML 97K
Areas (Tables)
49: R35 Overview - Additional Information (Detail) HTML 32K
50: R36 Summary of Significant Accounting Policies - HTML 154K
Schedule of Impact of New Revenue Standard on
Consolidated Financial Statements (Detail)
51: R37 Summary of Significant Accounting Policies - HTML 122K
Additional Information (Detail)
52: R38 Summary of Significant Accounting Policies - HTML 41K
Schedule of Deferred Revenue Activity (Detail)
53: R39 Summary of Significant Accounting Policies - HTML 51K
Schedule of Disaggregation of Revenue by Major
Source (Detail)
54: R40 Summary of Significant Accounting Policies - HTML 39K
Schedule of Potentially Dilutive Shares that were
Excluded from Computation of Diluted Net Income
(Loss) per Share of Common Stock (Detail)
55: R41 Summary of Significant Accounting Policies - HTML 44K
Schedule of Cash and Cash Equivalents and
Restricted Cash (Detail)
56: R42 Summary of Significant Accounting Policies - HTML 40K
Schedule of Accrued Warranty Activity (Detail)
57: R43 Goodwill and Intangible Assets - Additional HTML 32K
Information (Detail)
58: R44 Goodwill and Intangible Assets - Summary of HTML 60K
Acquired Intangible Assets (Detail)
59: R45 Goodwill and Intangible Assets - Total Future HTML 45K
Amortization Expense for Intangible Assets
(Detail)
60: R46 Fair Value of Financial Instruments - Schedule of HTML 44K
Fair Value Hierarchy of Financial Assets Carried
at Fair Value (Detail)
61: R47 Fair Value of Financial Instruments - Schedule of HTML 45K
Interest Rate Swaps Outstanding (Detail)
62: R48 Fair Value of Financial Instruments - Additional HTML 36K
Information (Detail)
63: R49 Fair Value of Financial Instruments - Schedule of HTML 49K
Estimated Fair Values and Carrying Values (Detail)
64: R50 Inventory - Schedule of Inventory (Detail) HTML 42K
65: R51 Inventory - Additional Information (Detail) HTML 34K
66: R52 Solar Energy Systems, Leased and To Be Leased - HTML 46K
Net - Components of Solar Energy Systems, Leased
and to Be Leased (Detail)
67: R53 Solar Energy Systems, Leased and To Be Leased - HTML 37K
Net - Components of Solar Energy Systems, Leased
and to Be Leased (Parenthetical) (Detail)
68: R54 Property Plant and Equipment - Schedule of HTML 52K
Property, Plant and Equipment, Net (Detail)
69: R55 Property Plant and Equipment - Additional HTML 61K
Information (Detail)
70: R56 Other Long-Term Liabilities - Schedule of Other HTML 44K
Long-term Liabilities (Detail)
71: R57 Customer Deposits - Additional Information HTML 33K
(Detail)
72: R58 Convertible and Long-Term Debt Obligations - HTML 154K
Summary of Debt (Detail)
73: R59 Convertible and Long-Term Debt Obligations - 2018 HTML 43K
Notes, Bond Hedges and Warrant Transactions -
Additional Information (Detail)
74: R60 Convertible and Long-Term Debt Obligations - HTML 39K
Credit Agreement - Additional Information (Detail)
75: R61 Convertible and Long-Term Debt Obligations - HTML 47K
Related Party Promissory Notes - Additional
Information (Detail)
76: R62 Convertible and Long-Term Debt Obligations - HTML 33K
Warehouse Agreements - Additional Information
(Detail)
77: R63 Convertible and Long-Term Debt Obligations - HTML 35K
Automotive Asset-backed Notes, Series 2018-A -
Additional Information (Detail)
78: R64 Convertible and Long-term Debt Obligations - HTML 39K
Schedule of Interest Incurred (Detail)
79: R65 Equity Incentive Plans - Additional Information HTML 125K
(Detail)
80: R66 Equity Incentive Plans - Summary of Operational HTML 58K
Milestone Based on Revenue or Adjusted EBITDA
(Detail)
81: R67 Equity Incentive Plans - Summary of Stock-Based HTML 39K
Compensation Expense (Detail)
82: R68 Commitments and Contingencies - Additional HTML 35K
Information (Detail)
83: R69 Variable Interest Entity Arrangements - Additional HTML 33K
Information (Detail)
84: R70 Variable Interest Entity Arrangements - Carrying HTML 104K
Values of Assets and Liabilities of Subsidiary in
Consolidated Balance Sheets (Detail)
85: R71 Related Party Balances - Summary of Related Party HTML 40K
Transactions (Detail)
86: R72 Segment Reporting and Information about Geographic HTML 33K
Areas - Additional Information (Detail)
87: R73 Segment Reporting and Information about Geographic HTML 39K
Areas - Schedule of Total Revenues and Gross
Margin by Reportable Segment (Detail)
88: R74 Segment Reporting and Information about Geographic HTML 40K
Areas - Schedule of Revenues by Geographic Area
(Detail)
89: R75 Segment Reporting and Information about Geographic HTML 36K
Areas - Schedule of Long-Lived Assets by
Geographic Area (Detail)
91: XML IDEA XML File -- Filing Summary XML 172K
90: EXCEL IDEA Workbook of Financial Reports XLSX 108K
9: EX-101.INS XBRL Instance -- tsla-20180331 XML 4.88M
11: EX-101.CAL XBRL Calculations -- tsla-20180331_cal XML 235K
12: EX-101.DEF XBRL Definitions -- tsla-20180331_def XML 747K
13: EX-101.LAB XBRL Labels -- tsla-20180331_lab XML 1.34M
14: EX-101.PRE XBRL Presentations -- tsla-20180331_pre XML 1.09M
10: EX-101.SCH XBRL Schema -- tsla-20180331 XSD 240K
92: ZIP XBRL Zipped Folder -- 0001564590-18-011086-xbrl Zip 245K
Exhibit 10.2
EIGHTH AMENDMENT TO CREDIT AGREEMENT
EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 12, 2018, in respect of the ABL Credit Agreement, dated as of June 10, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among Tesla, Inc. (the “Company”, and together with each Wholly-Owned Domestic Subsidiary of the Company that becomes a U.S. Borrower pursuant to the terms of the Credit Agreement, collectively, the “U.S. Borrowers”), Tesla Motors Netherlands B.V. (“Tesla B.V.”, and together with each Wholly-Owned Dutch Subsidiary of Tesla B.V. that becomes a Dutch Borrower pursuant to the terms of the Credit Agreement, collectively, the “Dutch Borrowers”; and the Dutch Borrowers, together with the U.S. Borrowers, collectively, the “Borrowers”), the lenders from time to time party thereto (the “Lenders”), Deutsche Bank AG New York Branch, as administrative agent and collateral agent (in such capacities, the “Administrative Agent”) and as Collateral Agent, and the other agents party thereto.
RECITALS:
WHEREAS, the Company has requested an amendment to the Credit Agreement;
WHEREAS, pursuant to Section 13.12 of the Credit Agreement, the Credit Agreement may be amended with the written consent of the Required Lenders and each Credit Party thereto; and
WHEREAS, the parties now wish to amend the Credit Agreement in certain respects.
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:
Section 1.Defined Terms. Unless otherwise specifically defined herein, each term used herein (including in the recitals above) has the meaning assigned to such term in the Credit Agreement.
Section 2.Amendments to Credit Agreement.
(a)Amendment to definition of Change of Control. The definition of Change of Control in Section 1.01 of the Credit Agreement shall be amended by adding the text “and in connection with such “change of control” or similar event, the Company shall be obligated to repurchase or offer to repurchase all of the affected Permitted Convertible Notes or Permitted Additional Indebtedness” at the end of clause (iii) thereof.
(b)Amendment to Section 10.04(f) of the Credit Agreement. Section 10.04(f) of the Credit Agreement shall be amended by deleting the words “in the ordinary course of business” at the end of clause (i) thereof.
(c)Amendment to Section 10.04(o) of the Credit Agreement. Section 10.04(o) of the Credit Agreement shall be amended and restated in its entirety to read as follows:
“(o) if no Default or Event of Default then exists or would result therefrom, additional Indebtedness incurred by any Subsidiary that is not a Credit Party (which Indebtedness may be (A) unsecured or secured and (B) guaranteed (x) on a like basis by any other Subsidiaries that are not Credit Parties or (y) on an unsecured basis by any U.S. Borrower pursuant to Section 10.04(f)(i)) in an aggregate principal amount, together with Indebtedness incurred and
outstanding pursuant to Section 10.04(n)(vii)(y), not to exceed $1,000,000,000 at any time outstanding; provided that if such Indebtedness is secured it shall only be secured by assets or property of Subsidiaries that are not Credit Parties (all Indebtedness incurred or issued under this clause (o) is referred to as “Permitted Non-Credit Party Indebtedness”);”
(d)Amendment to Section 10.04 of the Credit Agreement. Section 10.04 of the Credit Agreement shall be amended by (i) deleting the word “and” at the end of clause (w) thereof, (ii) deleting the “.” at the end of clause (x) thereof and substituting in lieu thereof the text “; and” and (iii) inserting the following new clause (y) after clause (x):
“(y)unsecured Indebtedness of the Company and its Subsidiaries that does not at any time exceed $125,000,000 in aggregate principal amount; provided that the net cash proceeds of any Indebtedness incurred pursuant to this Section 10.04(y) may not be deposited or maintained in any Core Deposit Account.”
(e)Amendment to Section 10.14(a) of the Credit Agreement. Section 10.14(a) of the Credit Agreement shall be amended and restated in its entirety to read as follows:
“(a)the Company and its Subsidiaries shall not (subject to the Consent Letter) guarantee or otherwise become directly liable for any Indebtedness of SolarCity or any of its Subsidiaries (it being understood and agreed that this Section 10.14(a) shall not restrict or prohibit (i) any guarantee by a Subsidiary of Indebtedness of the Company and/or its Subsidiaries that is also guaranteed by a SolarCity Guarantee and (ii) any unsecured guarantee by the Company or its Subsidiaries of Indebtedness of SolarCity or any of its Subsidiaries with respect to letters of credit, bankers’ acceptances, bank guarantees, performance bonds, surety bonds, appeal bonds, customs bonds or similar instruments required in the ordinary course of business or in connection with the enforcement of rights or claims of SolarCity or any of its Subsidiaries or in connection with judgments that do not result in an Event of Default);”
(f)Amendment to Section 11.04 of the Credit Agreement. Section 11.04 of the Credit Agreement shall be amended by adding “or any payment on demand in respect of Indebtedness incurred under Section 10.04(y) in accordance with the terms of such Indebtedness and not as a result of a default thereunder,” to clause (x) thereof immediately after the phrase “prior to the stated maturity thereof,”.
Section 3.Conditions. This Amendment shall become effective on the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):
(a)The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by the Credit Parties, the Administrative Agent and the Required Lenders.
(b) Each of the representations and warranties made by the Credit Parties in or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).
(c)No Default or Event of Default shall exist on the Amendment Effective Date.
(d)The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(b) and (c) hereof have been satisfied on and as of the Amendment Effective Date.
Section 4.Representations and Warranties, etc. The Borrowers hereby confirm, reaffirm and restate that each of the representations and warranties made by any Credit Party in the Credit Documents is true and correct in all material respects on and as of the Amendment Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified by “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects). The Borrowers represent and warrant that, immediately after giving effect to the occurrence of the Amendment Effective Date, no Default or Event of Default has occurred and is continuing. The Borrowers represent and warrant that each Credit Party (i) has the Business power and authority to execute, deliver and perform the terms and provisions of this Amendment and has taken all necessary Business action to authorize the execution, delivery and performance by such Credit Party thereof and (ii) has duly executed and delivered this Amendment, and that this Amendment constitutes a legal, valid and binding obligation of the Borrowers enforceable against each Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
Section 5.Reaffirmation. Each Guarantor and each Credit Party hereby agrees that (i) all of its Obligations under the Credit Documents shall remain in full force and effect on a continuous basis after giving effect to this Amendment and (ii) each Credit Document is ratified and affirmed in all respects.
Section 6.Governing Law. This Amendment and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflicts of law principles that would result in the application of any law other than the law of the State of New York).
Section 7.Effect of This Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of any Lender or Agent under the Credit Agreement or any other Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document in similar or different circumstances.
Section 8.Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission or electronic transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof.
Section 9.Miscellaneous. This Amendment shall constitute a Credit Document for all purposes of the Credit Agreement. The Borrowers shall pay all reasonable fees, costs and expenses of the
Administrative Agent incurred in connection with the negotiation, preparation and execution of this Amendment and the transactions contemplated hereby.
[remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
TESLA, INC.
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By: |
/s/ Deepak Ahuja |
TESLA MOTORS NETHERLANDS B.V.
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By: |
/s/ Marc Cerda |
[Eighth Amendment – Signature Page]
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DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent, Swingline Lender and a Lender |
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By: |
/s/ Alicia Schug |
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Name: Alicia Schug Title: Vice President
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By: |
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Name: Marguerite Sutton Title: Vice President
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[Eighth Amendment – Signature Page]
GOLDMAN SACHS BANK USA, as a Lender
[Eighth Amendment – Signature Page]
BARCLAYS BANK PLC, as a Lender
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By: |
/s/ Nick Guzzardo |
[Eighth Amendment – Signature Page]
as Issuing Lender
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By: |
/s/ David G. Foster |
[Eighth Amendment – Signature Page]
Morgan Stanley Senior Funding, as a Lender
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By: |
/s/ Brian Rossi |
[Eighth Amendment – Signature Page]
Morgan Stanley Bank NA, as a Lender
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By: |
/s/ Brian Rossi |
[Eighth Amendment – Signature Page]
ROYAL BANK OF CANADA, as a Lender
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By: |
/s/ Philippe Pepin |
[Eighth Amendment – Signature Page]
Bank of America, N.A., as an Issuing Lender and a Lender
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By: |
/s/ Robert M. Dalton |
[Eighth Amendment – Signature Page]
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By: |
/s/ Richard Bernal |
[Eighth Amendment – Signature Page]
WELLS FARGO BANK, N.A., as a Lender
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By: |
/s/ Krista Mize |
[Eighth Amendment – Signature Page]
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 5/7/18 | 4 | ||
| Filed on: | 5/4/18 | |||
| For Period end: | 3/31/18 | |||
| 3/12/18 | ||||
| 6/10/15 | 8-K | |||
| List all Filings | ||||