neroden
Model S Owner and Frustrated Tesla Fan
converts don't have to approve, but will have the option to be bought out. If this is a fundamental change which it likely will be.
SEC Filing | Tesla, Inc.
Fundamental Change Permits Holders to Require Us to Purchase Notes
If a “fundamental change” (as defined below in this section) occurs at any time, holders will have the right, at their option, to require us to purchase for cash all of their notes, or any portion of the principal thereof that is equal to $1,000 or an integral multiple of $1,000 on the fundamental change purchase date, which will be a date specified by us that is not less than 20 or more than 35 business days following the date of our fundamental change notice as described below or, if we fail to specify a fundamental change purchase date, the 35th business day following the date of our fundamental change notice (without prejudice to any rights or remedies holders may have on account of such failure).
The fundamental change purchase price we are required to pay will be 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 (unless the fundamental change purchase date falls after a regular record date but on or prior to the interest payment date to which such regular record date relates, in which case we will instead pay the full amount of accrued and unpaid interest to the holder of record on such regular record date, and the fundamental change purchase price will be equal to 100% of the principal amount of the notes to be purchased).
OK, so this indicates that the go-private consortium would have to be ready to supply enough cash to pay off all the additional convertibles (Tesla's current set to pay them off as they come *due*, but certainly not set to pay off the 2021 and 2022 convertibles today) -- or a deal would already have to be arranged with the convertible holders.