Ｔｅｓｌａ， Ｉｎｃ． 外国会社臨時報告書
| 提出書類 | 外国会社臨時報告書 |
|---|---|
| 提出日 | |
| 提出者 | Ｔｅｓｌａ， Ｉｎｃ． |
| カテゴリ | 外国会社臨時報告書 |
EDINET提出書類
Ｔｅｓｌａ， Ｉｎｃ．(E34233)
外国会社臨時報告書
【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 12 月 14 日
【会社名】 テスラ・インク
(Tesla, Inc.)
【代表者の役職氏名】 副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, Deputy 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】 03-5220-6500
【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.
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EDINET提出書類
Ｔｅｓｌａ， Ｉｎｃ．(E34233)
外国会社臨時報告書
（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 2020 年９月９ 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＝ 105.99 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 = JPY105.99 of TTM rate reported by MUFG Bank, Ltd. as
of September 9, 2020. 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)
外国会社臨時報告書
１【提出理由】
当社は、 2020 年９月１日（米国時間）に開始した、当社の発行する普通株式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 4 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、 2020 年８月 31 日
付の当社取締役会の同意書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:
11,141,562 shares
(ii) Issue Price and Amount to be Accounted for as Paid-in Capital upon such Issuance:
(a) Issue Price
The market price at the time of sales 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$5.0 billion (JPY 529,950,000,000 )
(b) Aggregate Amount to be Accounted for as Paid-in Capital upon such Issuance
US$11,141.56 (JPY 1,180, 894)
(iv) Details of Shares:
Authorized Capital Stock
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.
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
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EDINET提出書類
Ｔｅｓｌａ， Ｉｎｃ．(E34233)
外国会社臨時報告書
election. Subject to preferences that may be applicable 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.
We have certain outstanding securities that may be converted, exercised or exchanged into shares of our
common stock.
Registration Rights
Certain holders of unregistered common stock purchased in private placements, or their permitted
transferees, are entitled to rights with respect to the registration of such shares under the Securities Act of
1933, as amended, or the Securities Act. These rights are provided under the terms of an investors’ rights
agreement between us and the holders of these shares, or the investors’ rights agreement, and include
demand registration rights, short-form registration rights and piggyback registration rights. All fees, costs
and expenses of underwritten registrations will be borne by us and all selling expenses, including
underwriting discounts and selling commissions, will be borne by the holders of the shares being
registered.
The registration rights terminate with respect to the registration rights of an individual holder after the
date that is five years following such time when the holder can sell all of the holder’s shares in any three
month period under Rule 144 or another similar exemption under the Securities Act, unless such holder
holds at least 2% of our voting stock.
Listing
Our common stock is listed on the Nasdaq Global Select Market under the symbol “TSLA.”
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.
Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws
Our amended and restated certificate of incorporation and our amended and restated bylaws contain
certain provisions that could have the effect of delaying, deterring or preventing another party from
acquiring control of us. These provisions and certain provisions of Delaware law, which are summarized
below, are expected to discourage coercive takeover practices and inadequate takeover bids. These
provisions are also designed, in part, to encourage persons seeking to acquire control of us to negotiate
first with our board of directors. We believe that the benefits of increased protection of our potential
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EDINET提出書類
Ｔｅｓｌａ， Ｉｎｃ．(E34233)
外国会社臨時報告書
ability to negotiate more favorable terms with an unfriendly or unsolicited acquirer outweigh the
disadvantages of discouraging a proposal to acquire us.
Limits on Ability of Stockholders to Act by Written Consent or Call a Special Meeting
Our amended and restated certificate of incorporation provides that our stockholders may not act by
written consent, which may lengthen the amount of time required to take stockholder actions. As a result,
a holder controlling a majority of our capital stock would not be able to amend our amended and restated
bylaws or remove directors without holding a meeting of our stockholders called in accordance with our
amended and restated bylaws.
In addition, our amended and restated bylaws provide that special meetings of the stockholders may be
called only by the chairperson of the board, the chief executive officer, the president (in the absence of a
chief executive officer), or our board of directors. Stockholders may not call a special meeting, which
may delay the ability of our stockholders to force consideration of a proposal or for holders controlling a
majority of our capital stock to take any action, including the removal of directors.
Requirements for Advance Notification of Stockholder Nominations and Proposals
Our amended and restated bylaws establish advance notice procedures with respect to stockholder
proposals and the nomination of candidates for election as directors, other than nominations made by or at
the direction of our board of directors or a committee of our board of directors. These provisions may
have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not
followed. These provisions may also discourage or deter a potential acquirer from conducting a
solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain
control of our company.
Board Classification
Our board of directors is divided into three classes, one class of which is elected each year by our
stockholders, and the directors in each class will serve for a three-year term. A third party may be
discouraged from making a tender offer or otherwise attempting to obtain control of us as it is more
difficult and time-consuming for stockholders to replace a majority of the directors on a classified board.
No Cumulative Voting
Our amended and restated certificate of incorporation and amended and restated bylaws do not permit
cumulative voting in the election of directors. Cumulative voting allows a stockholder to vote a portion
or all of its shares for one or more candidates for seats on the board of directors. Without cumulative
voting, a minority stockholder may not be able to gain as many seats on our board of directors as the
stockholder would be able to gain if cumulative voting were permitted. The absence of cumulative voting
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EDINET提出書類
Ｔｅｓｌａ， Ｉｎｃ．(E34233)
外国会社臨時報告書
makes it more difficult for a minority stockholder to gain a seat on our board of directors to influence our
board’s decision regarding a takeover.
Amendment of Charter Provisions
The amendment of the above provisions of our amended and restated certificate of incorporation requires
approval by holders of at least two-thirds of our outstanding capital stock entitled to vote generally in the
election of directors.
Delaware Anti-Takeover Statute
We are subject to the provisions of Section 203 of the Delaware General Corporation Law regulating
corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from
engaging, under certain circumstances, in a business combination with an interested stockholder for a
period of three years following the date the person became an interested stockholder unless:
prior to the date of the transaction, our board of directors approved either the business combination or
the transaction which resulted in the stockholder becoming an interested stockholder;
upon completion of the transaction that resulted in the stockholder becoming an interested stockholder,
the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at
the time the transaction commenced, calculated as provided under Section 203; or
at or subsequent to the date of the transaction, the business combination is approved by our board of
directors and authorized at an annual or special meeting of stockholders, and not by written consent,
by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by
the interested stockholder.
Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in
a financial benefit to the interested stockholder. An interested stockholder is a person who, together with
affiliates and associates, owns or, within three years prior to the determination of interested stockholder
status did own, 15% or more of a corporation’s outstanding voting stock. We expect the existence of this
provision to have an anti-takeover effect with respect to transactions our board of directors does not
approve in advance. We also anticipate that Section 203 may also discourage attempts that might result
in a premium over the market price for the shares of common stock held by stockholders.
The provisions of Delaware law and the provisions of our amended and restated certificate of
incorporation and amended and restated bylaws could have the effect of discouraging others from
attempting hostile takeovers and, as a consequence, they might also inhibit temporary fluctuations in the
market price of our common stock that often result from actual or rumored hostile takeover attempts.
These provisions might also have the effect of preventing changes in our management. It is possible that
these provisions could make it more difficult to accomplish transactions that stockholders might otherwise
deem to be in their best interests.
C) Method of Issuance:
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EDINET提出書類
Ｔｅｓｌａ， Ｉｎｃ．(E34233)
外国会社臨時報告書
Offering through an “at-the-market” offering program pursuant to the Equity Distribution Agreement with sales
agents in D) below dated as of September 1, 2020.
D) Name of the Sales Agent(s):
Goldman Sachs & Co. LLC, BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche
Bank Securities Inc., Morgan Stanley & Co. LLC, Credit Suisse Securities (USA) LLC, SG Americas Securities,
LLC, Wells Fargo Securities, LLC and BNP Paribas Securities Corp.
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
Net proceeds of US$4.97 billion after deducting sales agents’ commissions and other offering costs
(ii) Details of Usage, the Amount and the Scheduled Time(s) for the Spending of Such Proceeds by the Categories
of Their Use
We currently intend to use the net proceeds from this offering to further strengthen our balance sheet, as well
as for general corporate purposes. Pending use of the proceeds as described above, we intend to invest the
proceeds in highly liquid cash equivalents or United States government securities.
G) Date of Issuance:
September 9, 2020
H) Name of the Financial Instruments Exchange(s) on which the Securities Concerned are Listed:
Nasdaq Global Select Market
2. Amount of Share Capital and Number of Issued Shares of the Company as of the Filing Date
Issued Shares of Common Stock (shares in millions): 948
Amount of Capital (US$ in millions): 21,574
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