Ｔｅｓｌａ， Ｉｎｃ． 臨時報告書
| 提出書類 | 臨時報告書 |
|---|---|
| 提出日 | |
| 提出者 | Ｔｅｓｌａ， Ｉｎｃ． |
| カテゴリ | 臨時報告書 |
EDINET提出書類
Ｔｅｓｌａ， Ｉｎｃ．(E34233)
臨時報告書
【表紙】
【提出書類】 外国会社臨時報告書
【提出先】 関東財務局長
【提出日】 令和２ 年１月 16 日
【会社名】 テスラ・インク
(Tesla, Inc.)
【代表者の役職氏名】 アソシエイトジェネラルカウンセル兼秘書役補佐
マシュー・ヤン・フー
(Matthew Yun Huh, Associate General Counsel and
Assistant Secretary)
【本店の所在の場所】 アメリカ合衆国 デラウェア州ニューキャッスル郡ウィルミ
ントン市オレンジ・ストリート１２０９
( 1209 Orange Street, City of Wilmington, County of
New Castle, Delaware 19801 , USA)
【代理人の氏名又は名称】 弁護士 伊佐次 啓二
【代理人の住所又は所在地】 東京都千代田区丸の内１丁目６番２号新丸の内センタービ
ルディング 18 階
ゾンデルホフ＆アインゼル法律特許事務所
【電話番号】 03-5200-6500
【事務連絡者氏名】 弁護士 坂井 健吾
弁護士 寺前 翔平
【連絡場所】 同上
【電話番号】 同上
【縦覧に供する場所】 該当事項なし
（注１） 本外国会社臨時報告書（以下「本書」という。）において、「会社」又は「当社」とは、テスラ・イン
ク、又は、テスラ・インク及びその子会社を集合的に指す。
(note 1) “Company” or “our Company" means Tesla, Inc., or Tesla, Inc. and its subsidiaries collectively in this Foreign
Company Extraordinary Report (this “Report”).
（注２）本書において、「ドル」、「米ドル」、「 US$ 」及び「＄」はアメリカ合衆国ドルをいい、「円」及び
「￥」は日本円をいう。
(note 2) In this Report, “dollars”, “US dollars", “US$” and “$” means the United States dollars and “JPY” means Japanese
Yen.
1/13
EDINET提出書類
Ｔｅｓｌａ， Ｉｎｃ．(E34233)
臨時報告書
（注３）便宜上、本書において括弧内に円で表示されている金額は、別段の表示がない限り 2019 年５月７ 日現在の
株式会社三菱ＵＦＪ銀行発表の対顧客電信直物売買相場仲値、１米ドル＝ 110.69 円の為替レートで換算さ
れた金額である。１円未満は四捨五入している。
(note 3) As a matter of convenience, the amounts presented in JPY in brackets in this Report are, unless otherwise stated, the
amount calculated with the exchange rate of 1 US dollars = JPY110.69 of TTM rate reported by MUFG Bank, Ltd. as
of May 7, 2019. The amount less than 1 Yen is rounded to the nearest whole number.
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EDINET提出書類
Ｔｅｓｌａ， Ｉｎｃ．(E34233)
臨時報告書
１【提出理由】
当社は、当社の発行する普通株式及び 2024 年満期 2.00 ％利付転換権付シニア社債の本邦以外の地域における募
集について、金融商品取引法第 24 条の 5 第 ▶ 項および第 15 項ならびに企業内容等の開示に関する内閣府令第 19 条第
1 項および第 2 項第 1 号の規定に基づき、以下のとおり本外国会社臨時報告書を提出する。本募集は、 2019 年５月
１日付の当社取締役会の書面決議に従って行われるものである。
２【報告内容】
1. Common Stock Offering
A) Type and Name of Securities to be Issued:
Share Certificates (Common stock of the Company)
B) Matters regarding the Share Certificates
(i) Number of Securities to be Issued:
3,549,381 shares
(ii) Issue Price and Amount to be Accounted for as Paid-in Capital upon such Issuance:
(a) Issue Price
US$243.00 per share
(b) Amount to be Accounted for as Paid-in Capital upon such Issuance:
US$0.001 per share
(iii) Aggregate Amount of Issue Price and Aggregate Amount to be Accounted for as Paid-in Capital upon
such Issuance:
(a) Aggregate Amount of Issue Price
US$862,499,583 (JPY95,470,078,842)
(b) Aggregate Amount to be Accounted for as Paid-in Capital upon such Issuance
US$3,549.38 (JPY392,881)
(iv) Details of Shares:
Our authorized capital stock consists of 2,100,000,000 shares, with a par value of $0.001 per share, of
which 2,000,000,000 shares are designated as common stock. As of March 31, 2019, we had outstanding
173,681,977 shares of common stock, held of record by 1,117 stockholders. A substantially greater
number of holders of our common stock are “street name" or beneficial holders, whose shares are held by
banks, brokers and other financial institutions. In addition, as of March 31, 2019, we had outstanding
options to acquire 30,894,313 shares of common stock and 5,192,006 shares of common stock issuable
upon the vesting of restricted stock units. The holders of common stock are entitled to one vote per share
on all matters submitted to a vote of our stockholders and do not have cumulative voting rights.
Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of
directors may elect all of the directors standing for election. Subject to preferences that may be applicable
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EDINET提出書類
Ｔｅｓｌａ， Ｉｎｃ．(E34233)
臨時報告書
to any preferred stock outstanding at the time, the holders of outstanding shares of common stock are
entitled to receive ratably any dividends declared by our board of directors out of assets legally available.
Upon our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably
in all assets remaining after payment of liabilities and the liquidation preference of any then outstanding
shares of preferred stock. Holders of common stock have no preemptive or conversion rights or other
subscription rights. There are no redemption or sinking fund provisions applicable to the common stock.
C) Method of Issuance:
Public offering by the underwriters in D) below pursuant to the Underwriting Agreement dated as of May 2, 2019.
D) Name of the Underwriter(s):
Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, Credit Suisse Securities (USA) LLC, SG Americas
Securities, LLC, Wells Fargo Securities, LLC
E) The Place where the Securities are to be Offered:
Offering in overseas markets under the United States Securities Act of 1933, as amended
F) Total Amount of the Proceeds to be Obtained by the Company and the Details of Usage, the Amount and the
Scheduled Time(s) for the Spending of Such Proceeds by the Categories of Their Use:
(i) Total Amount of Proceeds
approximately $847.6 million after deducting the underwriting discounts and our estimated offering expenses
(ii) Details of Usage, the Amount and the Scheduled Time(s) for the Spending of Such Proceeds by the Categories
of Their Use
We intend to use the net proceeds from this common stock offering and our concurrent convertible notes
offering to further strengthen our balance sheet, as well as for general corporate purposes. In addition, we will
use approximately $262.1 million of these proceeds (after such cost is partially offset by the proceeds from
warrant transactions described in “Convertible Note Hedge and Warrant Transactions") to pay the net cost of
the convertible note hedge transactions entered into in connection with the concurrent convertible notes
offering. If the underwriters exercise their option to purchase additional convertible notes, we may sell
additional warrants and use a portion of the net proceeds from the sale of the additional convertible notes,
together with the proceeds from the additional warrants, to enter into additional convertible note hedge
transactions and for general corporate purposes. Pending use of the proceeds as described above, we intend to
invest the proceeds in highly liquid cash equivalents or United States government securities.
G) Date of Issuance:
May 7, 2019
H) Name of the Financial Instruments Exchange(s) on which the Securities Concerned are Listed:
Nasdaq Global Select Market
2. Convertible Notes Offering
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EDINET提出書類
Ｔｅｓｌａ， Ｉｎｃ．(E34233)
臨時報告書
A) Type and Name of Securities Issued:
Bonds with Stock Acquisition Rights (2.00% Convertible Senior Notes due 2024 (hereinafter, the “Notes” ))
B) Matters regarding the Bonds with Stock Acquisition Rights
(i) Issue price
US$1,000.00 (JPY110,690)
(ii) Aggregate issue price
US$1,840,000,000 (JPY203,669,600,000)
(iii) Aggregate principal amount
US$1,840,000,000 (JPY203,669,600,000)
(iv) Interest rate
2.00% per year accruing from May 7, 2019 and payable semi-annually in arrears in cash on May 15 and
November 15 of each year, beginning on November 15, 2019
(v) Maturity date ("Maturity Date")
May 15, 2024, unless earlier converted or purchased
(a) Repurchase at option of holders
The Notes will be subject to purchase by us at the option of the holders following a
fundamental change (as defined in the fifth supplemental indenture to the indenture governing
the Notes (the “Supplement Indenture")), 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.
(vi) The Type, Contents and Number of the Shares or Stock Subject to the Stock Acquisition Rights
(a) The Type and Contents of Stock Subject to the Stock Acquisition Right
Common stock of the Company, par value US$0.001 (the “Common Stock").
See further details of the Common Stock in 1. B) (iv) above.
(b) Number of Shares
Beginning on February 15, 2024, the Notes will be convertible at the holder's discretion at an initial
conversion rate of 3.23 shares of Common Stock (subject to adjustment as provided in the Article 9
of the Supplemental Indenture, the “ Conversion Rate") per US$1,000 principal amount of the Notes
(subject to the settlement provisions of Section 9.02 of the Supplemental Indenture, the “Conversion
Obligation"). Conversion of any Notes maybe into cash ("Cash Settlement"), Common Stock
("Physical Settlement") or a combination of cash and Common Stock ("Combination Settlement"), at
the Company's option.
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EDINET提出書類
Ｔｅｓｌａ， Ｉｎｃ．(E34233)
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The cash, shares of Common Stock or combination of cash and shares of Common Stock payable or
deliverable by the Company in respect of any conversion of Notes (the “Conversion Settlement
Amount") shall be computed by the Company as follows:
(A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by
Physical Settlement, the Company shall deliver to the converting holder in respect of each US$1,000
principal amount of Notes being converted a number of shares of Common Stock equal to the
Conversion Rate on the Conversion Date (plus cash in lieu of any fractional share of Common Stock
issuable upon conversion);
(B) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash
Settlement, the Company shall pay to the converting Holder in respect of each US$1,000 principal
amount of Notes being converted cash in an amount equal to the sum of the Daily Conversion Values
for each of the 20 consecutive VWAP Trading Days during the applicable Observation Period;
(C) if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in
respect of such conversion by Combination Settlement, the Company shall pay and deliver, if
applicable, to the converting holder in respect of each US$1,000 principal amount of Notes being
converted a Conversion Settlement Amount equal to the sum of the Daily Settlement Amounts for
each of the 20 consecutive VWAP Trading Days during the applicable Observation Period (plus cash
in lieu of any fractional share of Common Stock issuable upon conversion).
If more than one Note shall be surrendered for conversion at any one time by the same Holder, the
Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate
principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so
surrendered.
The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall
be determined by the Company promptly following the last VWAP Trading Day of the applicable
Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily
Conversion Values, as the case may be, and, if applicable, the amount of cash payable in lieu of any
fractional share, the Company shall notify the Trustee and the Conversion Agent (if other than the
Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and,
if applicable, the amount of cash payable in lieu of fractional shares of Common Stock. The Trustee
and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such
determination.
“Conversion Agent" means an office or agency where the Notes may be surrendered for conversion.
“Conversion Date" means the date on which a Note shall be deemed to have been converted
immediately prior to the close of business.
“Daily Conversion Value" means, for each of the 20 consecutive VWAP Trading Days during the
Observation Period, 1/20th of the product of:
(1) the Conversion Rate on such VWAP Trading Day; and
(2) the Daily VWAP on such VWAP Trading Day.
“Daily Measurement Value" means the Specified Dollar Amount divided by 20.
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EDINET提出書類
Ｔｅｓｌａ， Ｉｎｃ．(E34233)
臨時報告書
“Daily Settlement Amount," for each of the 20 consecutive VWAP Trading Days during the
applicable Observation Period, shall consist of:
(1) cash equal to the lesser of (i) the Daily Measurement Value and (ii) the Daily Conversion
Value; and
(2) if the Daily Conversion Value on such VWAP Trading Day exceeds the Daily
Measurement Value, a number of shares of Common Stock equal to (i) the difference
between the Daily Conversion Value and the Daily Measurement Value, divided by (ii) the
Daily VWAP on such VWAP Trading Day.
”Daily VWAP" means, for each of the 20 consecutive VWAP Trading Days during the applicable
Observation Period, the per share volume-weighted average price as displayed under the heading
“Bloomberg VWAP" on Bloomberg page “TSLA.Q < EQUITY> AQR" (or its equivalent successor
if such page is not available) in respect of the period from the scheduled open of trading until the
scheduled close of trading of the primary trading session on such VWAP Trading Day (or if such
volume-weighted average price is unavailable, the market value of one share of Common Stock on
such VWAP Trading Day reasonably determined, using a volume-weighted average method, by a
nationally recognized independent investment banking firm retained for this purpose by the
Company). The “Daily VWAP" shall be determined without regard to after-hours trading or any
other trading outside of the regular trading session trading hours.
”Last Reported Sale Price" of the Common Stock on any date means the closing sale price per share
(or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in
either case, the average of the average bid and the average ask prices) on that date as reported in
composite transactions for the Relevant Stock Exchange. If the Common Stock is not listed, quoted
or traded on any U.S. securities exchange or any other market, the “Last Reported Sale Price" shall be
the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date
from each of at least three nationally recognized independent investment banking firms selected by
the Company for this purpose.
”Relevant Stock Exchange" means The NASDAQ Global Select Market or, if the Common Stock
(or other security for which a Last Reported Sale Price must be determined) is not then listed on The
NASDAQ Global Select Market, the principal other U.S. national or regional securities exchange on
which the Common Stock (or such other security) is then listed or, if the Common Stock (or such
other security) is not then listed on a U.S. national or regional securities exchange, the over-the-
counter market, as reported by OTC Markets Group Inc. or similar organization or, if the Common
Stock (or such other security) is not then quoted by the OTC Markets Group Inc. or similar
organization, the principal other market on which the Common Stock (or such other security) is then
traded.
“Specified Dollar Amount" means the maximum cash amount per US$1,000 principal amount of
Notes to be received upon conversion as specified in the notice specifying the Company's chosen
Settlement Method or otherwise deemed specified.
”Trading Day" means a day on which:
(1) trading in the Common Stock (or any other security for which a Last Reported Sale Price
must be determined) generally occurs on the Relevant Stock Exchange; and
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EDINET提出書類
Ｔｅｓｌａ， Ｉｎｃ．(E34233)
臨時報告書
(2) a Last Reported Sale Price for the Common Stock (or Last Reported Sale Price for such
other security) is available on the Relevant Stock Exchange,
provided, however, that if the Common Stock (or such other security) is not then listed, quoted or
traded on any U.S. securities exchange or any other market, “Trading Day" means a Business Day.
(c) Conversion price
Initial conversion price is US$309.83 per share (the initial conversion rate is 3.23 shares of
Common Stock per US$1,000 principal amount of the Notes).
(d) Adjustment to Conversion Rate
(x) General
The Company will adjust the conversion rate on the Notes if any of the following events in accordance
with the terms of the Supplemental Indenture:
(1) The Company exclusively issues shares of Common Stock as a dividend or distribution on shares of
the Common Stock.
(2) The Company effects a share split or share combination.
(3) The Company distributes to all or substantially all holders of its Common Stock any rights, options or
warrants (other than pursuant to a stockholder rights plan, so long as such rights have not separated from
the shares of Common Stock) entitling them, for a period of not more than 45 calendar days after the
declaration date of such distribution, to subscribe for or purchase shares of Common Stock at a price per
share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10
consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the
declaration date of such distribution.
(4) The Company distributes shares of its any and all shares, interests, participations, rights or other
equivalents (however designated) of capital stock, including, without limitation, with respect to
partnerships, partnership interests (whether general or limited) and any other interest or participation that
confers on a person the right to receive a share of the profits and losses of, or distributions of assets of,
such partnership ("Capital Stock"), evidences of its indebtedness, other assets or property of the Company
or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all
holders of the Common Stock, excluding:(i) dividends or distributions as to which an adjustment was
effected pursuant to Section 9.04(a) or Section 9.04(b) of the Supplemental Indenture;
(ii) dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant
to Section 9.04(d) of the Supplemental Indenture;
(iii) distributions of Reference Property in a transaction described in Section 9.07 of the Supplemental
Indenture;
(iv) except as described below, rights issued pursuant to a stockholder rights plan of the Company; and
(v) Spin-Offs as to which the provisions set forth below in this Section 9.04(c) of the Supplemental
Indenture shall apply,
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Ｔｅｓｌａ， Ｉｎｃ．(E34233)
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(any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights,
options or warrants to acquire Capital Stock or other securities of the Company, the “Distributed
Property")
(5) The Company pays any cash dividend or distribution to all or substantially all holders of the shares of
Common Stock.
(6) The Company or any of its Subsidiaries makes a payment in respect of a tender or exchange offer for
the Common Stock, to the extent that the cash and value of any other consideration included in the
payment per share of Common Stock exceeds the Last Reported Sale Price of the Common Stock on the
Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such
tender or exchange offer.
(7) In addition to those adjustments required by clauses (a), (b), (c), (d) and (e) of Section 9.04 of the
Supplemental Indenture, and to the extent permitted by applicable law and subject to the applicable
rules of the NASDAQ Global Select Market or any other securities exchange on which securities of the
Company are then listed, (i) the Company may increase the Conversion Rate of the Notes by any amount
for a period of at least 20 Business Days if the Board of Directors determines that such increase would be
in the Company's best interest and (ii) the Company may (but is not required to) increase the Conversion
Rate to avoid or diminish any income tax to holders of Common Stock or rights to purchase shares of
Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares of
Common Stock) or similar event.
(y) Effect of Recapitalizations, Reclassifications and Change of the Common Stock
(a) In the case of:
(i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting
from a subdivision or combination);
(ii) any consolidation, merger, combination, statutory or binding share exchange or similar transaction
involving the Company; or
(iii) any sale, conveyance, lease or other transfer or similar transaction to a third party of all or
substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole,
in each case, as a result of which the Common Stock would be converted into, or exchanged for, cash,
securities or other property or assets (any such event, a “Share Exchange Event," and any such cash,
securities or other property or assets, the “Reference Property," and the amount of Reference Property that
a holder of one share of Common Stock immediately prior to such Share Exchange Event would have
been entitled to receive upon the occurrence of such Share Exchange Event, a “unit of Reference
Property"), then the Company or the successor or purchasing company, as the case may be, shall execute
with the Trustee, without the consent of the Holders of Notes, a supplemental indenture providing that, at
and after the effective time of such Share Exchange Event, a Holder's right to convert a Note into cash
and, if applicable, shares of Common Stock (unless the Company elects to deliver cash in lieu of all or a
portion of such shares) shall be changed into a right to convert a Note into cash and, if applicable, units of
Reference Property (unless the obligor elects to deliver cash in lieu of all or a portion of such units of
Reference Property); provided, however, that at and after the effective time of the Share Exchange Event:
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Ｔｅｓｌａ， Ｉｎｃ．(E34233)
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(A) the Company shall continue to have the right to determine the form of consideration to be paid or
delivered, as the case may be, upon conversion of Notes in accordance with Section 9.02 of the
Supplemental Indenture;
(B) any amount payable in cash upon conversion of the Notes in accordance with Section 9.02 of the
Supplemental Indenture shall continue to be payable in cash;
(C) any shares of Common Stock that the Company would have been required to deliver upon conversion
of the Notes in accordance with Section 9.02 of the Supplemental Indenture (subject to the Company's
right to elect to deliver cash in lieu of all or a portion of such shares) shall instead be deliverable in units
of Reference Property (subject to the obligor's right to elect to deliver cash in lieu of all or a portion of
such units of Reference Property); and
(D) the Daily VWAP shall be calculated based on the value of a unit of Reference Property;
provided, however , if the holders receive only cash in such Share Exchange Event, then for all
conversions that occur after the effective date of such Share Exchange Event (x) the consideration due
upon conversion of each US$1,000 principal amount of Notes shall be solely cash in an amount equal to
the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares
pursuant to Section 9.03 of the Supplemental Indenture), multiplied by the price paid per share of
Common Stock in such Share Exchange Event and (y) the Company shall satisfy the Conversion
Obligation by paying cash to converting Holders on the second Business Day immediately following the
Conversion Date.
Such supplemental indenture described above shall provide for anti-dilution and other adjustments that
shall be as nearly equivalent as possible to the adjustments provided for in this Article 9. If the Reference
Property in respect of any Share Exchange Event includes shares of stock, securities or other property or
assets of a company other than the Company or the successor or purchasing corporation, as the case may
be, in such Share Exchange Event, then such other company shall also execute such supplemental
indenture, and such supplemental indenture shall contain such additional provisions to protect the interests
of the Holders of Notes, including the right of Holders of Notes to require the Company to purchase their
Notes upon a Fundamental Change pursuant to Section 10.01 of the Supplemental Indenture, as the Board
of Directors reasonably considers necessary by reason of the foregoing.
If the Share Exchange Event causes the Common Stock to be converted into, or exchanged for, the right
to receive more than a single type of consideration (determined based in part upon any form of
stockholder election), then:
(i) the amount and kind of Reference Property into which the Notes will be convertible shall be deemed to
be (A) the weighted average of the types and amounts of consideration received by the holders of
Common Stock that affirmatively make such an election or (B) if no holders of the shares of Common
Stock affirmatively make such an election, the types and amounts of consideration actually received by
the holders of Common Stock; and
(iv) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the
consideration referred to in clause (i) attributable to one share of Common Stock.
The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) of
such weighted average as soon as practicable after such determination is made.
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(b) In the event the Company shall execute a supplemental indenture pursuant to Section 9.07(a) of the
Supplemental Indenture, the Company shall promptly file with the Trustee an Officers' Certificate briefly
stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a
unit of Reference Property after any such Share Exchange Event, any adjustment to be made with respect
thereto and that all conditions precedent have been complied with. In addition, the Company shall notify
the Trustee and the Conversion Agent (if other than the Trustee) and issue a press release containing such
information or publish such information on its website or through such other public medium as the
Company may use. The Company shall cause notice of the execution of such supplemental indenture to
be mailed to each Holder, at its address appearing on the Note Register, within 20 Business Days after
execution thereof. Failure to deliver such notice shall not affect the legality or validity of such
supplemental indenture.
(c) The Company shall not become a party to any Share Exchange Event unless its terms are consistent
with this Section 9.07 of the Supplemental Indenture. None of the foregoing provisions shall affect the
right of a Holder of the Notes to convert its Notes into cash and, if applicable, shares of Common Stock
(subject to the Company's right to elect to deliver cash in lieu of all or a portion of such shares), as set
forth in Section 9.01 and Section 9.02 of the Supplemental Indenture prior to the effective date of such
Share Exchange Event.
(d) The above provisions of this Section shall similarly apply to successive Share Exchange Events.
(z) Stockholder Rights Plans
If the Company has a rights plan in effect upon conversion of the Notes into Common Stock, if any, each
share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate
number of rights, if any, and any certificate representing the share of Common Stock issued upon such
conversion shall bear such legends, if any, in each case as may be provided by the terms of any such
shareholder rights plan, as the same may be amended from time to time. If however, prior to any
conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the
provisions of the applicable shareholder rights plan, the Conversion Rate shall be adjusted at the time of
separation as if the Company distributed to all holders of the Common Stock Distributed Property as
provided in Section 9.04(c) of the Supplemental Indenture, subject to readjustment in the event of the
expiration, termination or redemption of such rights.
(vii) Total Number of the Stock Acquisition Rights
1,840,000
(viii) Amount to be Paid upon Exercising the Stock Acquisition Rights
N/A
(ix) Period during which the Stock Acquisition Rights may be Exercised
Each holder of a Note shall have the right, at such holder's option, to convert all or any portion (if the
portion to be converted is US$1,000 in principal amount or an integral multiple thereof) of such Note (i)
subject to satisfaction of one or more of the conditions described in Section 9.01(b) of the Supplemental
Indenture, at any time prior to the close of business on the Business Day immediately preceding February
15, 2024 under the circumstances and during the periods set forth in Section 9.01(b) of the Supplemental
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Indenture, and (ii) on or after February 15, 2024 until the close of business on the second Scheduled
Trading Day immediately preceding the Maturity Date.
(x) Condition for exercise of the Stock Acquisition Rights
Holders have to convert in US$1,000 principal amount of the Notes or an integral multiple thereof. To
convert a Note, (i) in the case of a Global Note, the beneficial owner thereof shall comply with the
applicable procedures for converting a beneficial interest in a Global Note and, if required, pay funds
equal to interest payable on the next Interest Payment Date to which such holder is not entitled as set forth
in Section 9.02(g) of the Supplemental Indenture and (ii) in the case of a Physical Note, the holder thereof
shall:
(1) complete, manually sign and deliver an irrevocable notice or facsimile thereof to the Conversion
Agent and to the Trustee, if not the Conversion Agent, as set forth in the Form of Notice of Conversion (a
“Notice of Conversion") at the office of the Conversion Agent and state in writing therein the principal
amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the
certificate or certificates for any shares of Common Stock to be delivered upon settlement of the
Conversion Obligation to be registered;
(2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate
endorsement and transfer documents), at the office of the Conversion Agent;
(3) if required, furnish appropriate endorsements and transfer documents; and
(4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such holder
is not entitled as set forth in Section 9.02(g) of the Supplemental Indenture.
“Form of Notice of Conversion" shall mean the “Form of notice of Conversion attached as Attachment 1
to the Form of Note attached to the Supplemental Indenture as Exhibit A.
“Global Note" means a Note in the form of a global security.
“Interest Payment Date" means each May 15 and November 15 of each year, beginning on November 15,
2019.
“Physical Notes" means permanent certificated Notes in registered form issued in denominations of
US$1,000 principal amount and integral multiples thereof.
(xi) Amount to be Accounted for as Paid-in Capital, in the case of Issuance of Shares upon Exercise of the
Stock Acquisition Rights
US$0.001 per share
(xii) If at the time of exercise of the Stock Acquisition Rights it is deemed the entire amount to be paid upon
such exercise is deemed to be paid up in place of redeeming the entire amount of the bonds, a statement to such
effect
Upon conversion, the Note is deemed to be paid to the extent of the conversion.
(xiii) Matters concerning transfer of the Stock Acquisition Rights
N/A
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C) Method of Issuance
Public offering by the underwriters in D) below pursuant to the Underwriting Agreement dated as of May 2, 2019.
D) Name of the Underwriter(s):
Goldman Sachs & Co. LLC, Citigroup Global Markets Inc, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, Credit Suisse Securities (USA) LLC, SG Americas
Securities, LLC and Wells Fargo Securities, LLC.
E) The Place where the Securities are to be Offered:
Offering in overseas markets under the United States Securities Act of 1933, as amended
F) Total Amount to be Obtained by the Company, and Details, Amount of Money, and Scheduled Time(s) of
Spending of the Use of Proceeds
(i) Total Amount of Proceeds
Approximately US$1.8billion (JPY 199,242,000,000)
(ii) Details, Amount of Money and Scheduled Time(s) of Spending of the Proceeds per Use.
See 1. F) (ii) above.
G) Date of Issuance
May 7, 2019
H) Name of the Financial Instruments Exchange(s) on which the Securities Concerned are Listed:
N/A
3. Amount of Share Capital and Number of Issued Shares of The Company as of the Filing Date
Issued Shares of Common Stock (shares in millions): 180
Amount of Capital ($ in millions): 12,348
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