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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/29/19 Tesla, Inc. 10-Q 3/31/19 103:14M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 987K
2: EX-10.1 Material Contract HTML 58K
3: EX-31.1 Certification -- §302 - SOA'02 HTML 38K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 38K
5: EX-32.1 Certification -- §906 - SOA'02 HTML 34K
12: R1 Document and Entity Information HTML 55K
13: R2 Consolidated Balance Sheets (Unaudited) HTML 146K
14: R3 Consolidated Balance Sheets (Unaudited) HTML 50K
(Parenthetical)
15: R4 Consolidated Statements of Operations (Unaudited) HTML 125K
16: R5 Consolidated Statements of Comprehensive Loss HTML 43K
(Unaudited)
17: R6 Consolidated Statements of Redeemable HTML 92K
Noncontrolling Interest and Stockholders' Equity
(Unaudited)
18: R7 Consolidated Statements of Cash Flows (Unaudited) HTML 140K
19: R8 Overview HTML 34K
20: R9 Summary of Significant Accounting Policies HTML 256K
21: R10 Intangible Assets HTML 189K
22: R11 Fair Value of Financial Instruments HTML 169K
23: R12 Inventory HTML 57K
24: R13 Solar Energy Systems, Net HTML 66K
25: R14 Property, Plant, and Equipment HTML 73K
26: R15 Other Long-Term Liabilities HTML 66K
27: R16 Customer Deposits HTML 34K
28: R17 Long-Term Debt Obligations HTML 476K
29: R18 Leases HTML 230K
30: R19 Equity Incentive Plans HTML 88K
31: R20 Commitments and Contingencies HTML 62K
32: R21 Variable Interest Entity Arrangements HTML 119K
33: R22 Related Party Transactions HTML 46K
34: R23 Segment Reporting and Information about Geographic HTML 100K
Areas
35: R24 Restructuring and Other HTML 33K
36: R25 Summary of Significant Accounting Policies HTML 285K
(Policies)
37: R26 Summary of Significant Accounting Policies HTML 215K
(Tables)
38: R27 Intangible Assets (Tables) HTML 190K
39: R28 Fair Value of Financial Instruments (Tables) HTML 168K
40: R29 Inventory (Tables) HTML 56K
41: R30 Solar Energy Systems, Net (Tables) HTML 68K
42: R31 Property, Plant, and Equipment (Tables) HTML 69K
43: R32 Other Long-Term Liabilities (Tables) HTML 64K
44: R33 Long-Term Debt Obligations (Tables) HTML 472K
45: R34 Leases (Tables) HTML 238K
46: R35 Equity Incentive Plans (Tables) HTML 64K
47: R36 Variable Interest Entity Arrangements (Tables) HTML 119K
48: R37 Related Party Transactions (Tables) HTML 44K
49: R38 Segment Reporting and Information about Geographic HTML 104K
Areas (Tables)
50: R39 Overview - Additional Information (Detail) HTML 34K
51: R40 Summary of Significant Accounting Policies - HTML 154K
Additional Information (Detail)
52: R41 Summary of Significant Accounting Policies - HTML 61K
Schedule of Disaggregation of Revenue by Major
Source (Detail)
53: R42 Summary of Significant Accounting Policies - HTML 69K
Schedule of Cumulative Effect of Changes Made to
Consolidated Balance Sheet for Adoption of New
Lease Standard (Detail)
54: R43 Summary of Significant Accounting Policies - HTML 40K
Schedule of Potentially Dilutive Shares that were
Excluded from Computation of Diluted Net Loss per
Share of Common Stock (Detail)
55: R44 Summary of Significant Accounting Policies - HTML 45K
Schedule of Cash and Cash Equivalents and
Restricted Cash (Detail)
56: R45 Summary of Significant Accounting Policies - HTML 42K
Schedule of Accrued Warranty Activity (Detail)
57: R46 Intangible Assets - Summary of Acquired Intangible HTML 68K
Assets (Detail)
58: R47 Intangible Assets - Additional Information HTML 36K
(Detail)
59: R48 Intangible Assets - Total Future Amortization HTML 47K
Expense for Intangible Assets (Detail)
60: R49 Fair Value of Financial Instruments - Schedule of HTML 48K
Assets and Liabilities Measured at Fair Value on
Recurring Basis (Detail)
61: R50 Fair Value of Financial Instruments - Schedule of HTML 47K
Interest Rate Swaps Outstanding (Detail)
62: R51 Fair Value of Financial Instruments - Additional HTML 38K
Information (Detail)
63: R52 Fair Value of Financial Instruments - Schedule of HTML 55K
Estimated Fair Values and Carrying Values (Detail)
64: R53 Inventory - Schedule of Inventory (Detail) HTML 45K
65: R54 Inventory - Additional Information (Detail) HTML 36K
66: R55 Solar Energy Systems, Net - Components of Solar HTML 46K
Energy Systems, Net (Detail)
67: R56 Solar Energy Systems, Net - Components of Solar HTML 35K
Energy Systems, Net (Parenthetical) (Detail)
68: R57 Property Plant and Equipment - Schedule of HTML 54K
Property, Plant and Equipment, Net (Detail)
69: R58 Property Plant and Equipment - Additional HTML 53K
Information (Detail)
70: R59 Other Long-Term Liabilities - Schedule of Other HTML 46K
Long-term Liabilities (Detail)
71: R60 Other Long-Term Liabilities - Additional HTML 32K
Information (Detail)
72: R61 Customer Deposits - Additional Information HTML 32K
(Detail)
73: R62 Long-Term Debt Obligations - Summary of Debt HTML 151K
(Detail)
74: R63 Long-Term Debt Obligations - Summary of Debt HTML 35K
(Parenthetical) (Detail)
75: R64 Long-Term Debt Obligations - 2019 Notes - HTML 35K
Additional Information (Detail)
76: R65 Long-Term Debt Obligations - Credit Agreement - HTML 39K
Additional Information (Detail)
77: R66 Long-Term Debt Obligations - China Loan Agreement HTML 48K
- Additional Information (Detail)
78: R67 Long-Term Debt Obligations - Term Loan Due in 2019 HTML 35K
- Additional Information (Detail)
79: R68 Long-Term Debt Obligations - Schedule of Interest HTML 42K
Expense (Detail)
80: R69 Leases - Additional Information (Detail) HTML 49K
81: R70 Leases - Schedule of Operating and Financing HTML 62K
Leases Presented in Balance Sheet (Detail)
82: R71 Leases - Schedule of Components of Lease Expense HTML 43K
(Detail)
83: R72 Leases - Schedule of Other Information Related to HTML 40K
Leases (Detail)
84: R73 Leases - Supplemental Cash Flow Information HTML 44K
related to Leases (Detail)
85: R74 Leases - Schedule of Maturities of Operating and HTML 78K
Finance Lease Liabilities (Detail)
86: R75 Leases - Schedule of Future Minimum Lease Payments HTML 80K
Under Non-Cancellable Leases ASC 840 (Detail)
87: R76 Leases - Maturities of Operating Lease Receivables HTML 46K
from Customers (Detail)
88: R77 Leases - Future Minimum Lease Payments to be HTML 46K
Received from Customers under Non-cancellable
Operating Leases ASC 840 (Detail)
89: R78 Equity Incentive Plans - Additional Information HTML 131K
(Detail)
90: R79 Equity Incentive Plans - Summary of Operational HTML 61K
Milestone Based on Revenue or Adjusted EBITDA
(Detail)
91: R80 Equity Incentive Plans - Summary of Stock-Based HTML 43K
Compensation Expense (Detail)
92: R81 Commitments and Contingencies - Additional HTML 45K
Information (Detail)
93: R82 Variable Interest Entity Arrangements - Carrying HTML 103K
Values of Assets and Liabilities of Subsidiary in
Consolidated Balance Sheets (Detail)
94: R83 Related Party Transactions - Summary of Related HTML 36K
Party Transactions (Detail)
95: R84 Related Party Transactions - Additional HTML 32K
Information (Detail)
96: R85 Segment Reporting and Information about Geographic HTML 34K
Areas - Additional Information (Detail)
97: R86 Segment Reporting and Information about Geographic HTML 42K
Areas - Schedule of Total Revenues and Gross
Margin by Reportable Segment (Detail)
98: R87 Segment Reporting and Information about Geographic HTML 45K
Areas - Schedule of Revenues by Geographic Area
(Detail)
99: R88 Segment Reporting and Information about Geographic HTML 37K
Areas - Schedule of Long-Lived Assets by
Geographic Area (Detail)
100: R89 Restructuring and Other - Additional Information HTML 34K
(Detail)
102: XML IDEA XML File -- Filing Summary XML 198K
101: EXCEL IDEA Workbook of Financial Reports XLSX 117K
6: EX-101.INS XBRL Instance -- tsla-20190331 XML 4.73M
8: EX-101.CAL XBRL Calculations -- tsla-20190331_cal XML 303K
9: EX-101.DEF XBRL Definitions -- tsla-20190331_def XML 884K
10: EX-101.LAB XBRL Labels -- tsla-20190331_lab XML 1.68M
11: EX-101.PRE XBRL Presentations -- tsla-20190331_pre XML 1.33M
7: EX-101.SCH XBRL Schema -- tsla-20190331 XSD 291K
103: ZIP XBRL Zipped Folder -- 0001564590-19-013462-xbrl Zip 255K
Exhibit 10.1
Execution Version
ELEVENTH AMENDMENT TO CREDIT AGREEMENT
ELEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of February 1, 2019, 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 the definition of Acquisition. The definition of “Acquisition” in Section 1.01 of the Credit Agreement shall be amended and restated in its entirety to read as follows:
“‘Acquisition’ shall mean the acquisition of either (x) all or substantially all of the assets of, or the assets constituting a business, division or product line of, any Person not already a Subsidiary of the Company or (y) 100% of the Equity Interests of any such Person (or at least a majority of such Equity Interests if such acquisition is expected to be promptly followed by the acquisition of the remaining Equity Interests), which Person shall, as a result of the acquisition of such Equity Interests, become a Wholly-Owned Subsidiary of the Company (or shall be merged with and into a Borrower or a Wholly-Owned Subsidiary of the Company).”
(b)Amendment to Section 10.04(g) of the Credit Agreement. Section 10.04(g) of the Credit Agreement shall be amended and restated in its entirety to read as follows:
“(g)Indebtedness of a Subsidiary of the Company acquired pursuant to an Acquisition (or Indebtedness assumed at the time of an Acquisition in respect of an asset securing such Indebtedness); provided that (i) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Acquisition and (ii) the aggregate principal amount of all Indebtedness permitted by this clause (g) shall not exceed $100,000,000 at any one time outstanding;”
(c)Amendment to Section 10.09 of the Credit Agreement. Section 10.09(c) of the Credit Agreement shall be amended by adding in clause (D) of the first clause (ix) thereof “or otherwise permitted” after the word “incurred” and before the phrase “pursuant to Section 10.04(g)”.
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.
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TESLA, INC. |
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By: |
/s/ Ron Klein |
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Name: Ron Klein |
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Title: Treasurer |
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TESLA MOTORS NETHERLANDS B.V. |
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By: |
/s/ Marc J. Cerda |
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Name: Marc J. Cerda |
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Title: Director |
[Eleventh Amendment – Signature Page]
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DEUTSCHE BANK AG NEW YORK |
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By: |
/s/ Yumi Okabe |
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Name: Yumi Okabe |
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Title: Vice President |
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By: |
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Name: Marguerite Sutton |
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Title: Vice President |
[Eleventh Amendment – Signature Page]
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GOLDMAN SACHS BANK USA, as a Lender |
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By: |
/s/ Jamie Minieri |
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Name: Jamie Minieri |
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Title: Authorized Signatory |
[Eleventh Amendment – Signature Page]
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BARCLAYS BANK PLC, as a Lender |
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By: |
/s/ Komal Ramkirath |
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Name: Komal Ramkirath |
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Title: Assistant Vice President |
[Eleventh Amendment – Signature Page]
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CITIBANK, N.A., as a Lender |
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By: |
/s/ David L. Smith |
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Name: David L. Smith |
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Title: Vice President and Director |
[Eleventh Amendment – Signature Page]
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ROYAL BANK OF CANADA, as a Lender |
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By: |
/s/ Benjamin Lennon |
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Name: Benjamin Lennon |
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Title: Authorized Signatory |
[Eleventh Amendment – Signature Page]
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Bank of America, N.A., as an Issuing Lender and a Lender |
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By: |
/s/ James Fallahay |
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Name: James Fallahay |
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Title: Senior Vice President |
[Eleventh Amendment – Signature Page]
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Wells Fargo Bank, N.A., as a Lender |
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By: |
/s/ Jake Elliott |
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Name: Jake Elliott |
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Title: Authorized Signatory |
[Eleventh Amendment – Signature Page]
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Morgan Stanley Bank, N.A., as a Lender |
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By: |
/s/ Emanuel Ma |
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Name: Emanuel Ma |
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Title: Authorized Signatory |
[Eleventh Amendment – Signature Page]
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Morgan Stanley Senior Funding, Inc., as a Lender |
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By: |
/s/ Emanuel Ma |
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Name: Emanuel Ma |
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Title: Authorized Signatory |
[Eleventh Amendment – Signature Page]
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SOCIETE GENERALE, as a Lender |
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By: |
/s/ John Hogan |
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Name: John Hogan |
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Title: Director |
[Eleventh Amendment – Signature Page]
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/29/19 | 4 | ||
| For Period end: | 3/31/19 | |||
| 2/1/19 | 4, 8-K | |||
| 6/10/15 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/08/20 Tesla, Inc. 424B5 1:274K Donnelley … Solutions/FA 9/01/20 Tesla, Inc. 424B5 1:275K Donnelley … Solutions/FA |