It's really the same reasoning as stock buybacks (which some people are advocating for Tesla). If you (the management) believe that the stock is underpriced, better to use the cash than to issue shares which would dilute all shareholders. There is a tradeoff though, for a company like Tesla, the management has to take into account what they could use that extra cash for, and what the ROI would be in the future. The most optimistic thing about them wanting to pay cash is that it means they expect more cash flow than they can reasonably invest in growing the company, so they certainly don't need to raise more. I do believe the statement that Tesla expects to be cash flow positive for the foreseeable future.
But that ignores the hedge. They were never going to issue new equity to use in the conversion of the notes -- they spent $186 million buying something like call options to use equity to settle the notes without issuing new equity.
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DESCRIPTION OF CONVERTIBLE NOTE HEDGE AND WARRANT TRANSACTIONS
In connection with the pricing of the notes, we intend to enter into convertible note hedge transactions with one or more of the underwriters or their respective affiliates or other financial institutions (the “hedge counterparties”). The convertible note hedge transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of shares of our common stock that are initially underlying the 2019 notes and the 2021 notes. Concurrently with entering into the convertible note hedge transactions, we also intend to enter into warrant transactions with the hedge counterparties relating to the same number of shares of our common stock, with a strike price of $512.6562, with respect to the warrants relating to the 2019 notes, and a strike price of $560.6388, with respect to the warrants relating to the 2021 notes, in each case subject to customary anti-dilution adjustments. [which can be lowered as discussed]
We intend to use approximately $186.3 million of the net proceeds from this offering to pay the cost of the convertible note hedge transactions (after such cost is partially offset by the proceeds to us from the warrant transactions). If the underwriters exercise their option to purchase additional notes, we may sell additional warrants and use a portion of the proceeds from the sale of the additional notes, together with the proceeds from the sale of the additional warrants, to enter into additional convertible note hedge transactions.
The convertible note
hedge transactions are expected generally to reduce the potential dilution and/or offset potential cash payments in excess of the principal amount upon conversion of the 2019 notes and the 2021 notes in the event that the market price per share of our common stock, as measured under the terms of the related convertible note hedge transactions for the 2019 notes and the 2021 notes, is greater than the strike price of the related convertible note hedge transactions for the 2019 notes and the 2021 notes, which, for each convertible note hedge transaction, initially corresponds to the conversion price of the notes relating to such convertible note hedge transaction, and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the notes. If, however, the market price per share of our common stock, as measured under the terms of the warrant transactions relating to the 2019 notes and the 2021 notes, exceeds the strike price of the warrants relating to the 2019 notes or the 2021 notes, as the case may be, there would nevertheless be dilution to the extent that such market price exceeds the strike price of the warrants relating to the 2019 notes or the 2021 notes, as the case may be.
We will not be required to make any cash payments to the hedge counterparties upon the
exercise of the options that are a part of the convertible note hedge transactions, but will be entitled to receive from them a number of shares of our common stock and/or an amount of cash generally based on the amount by which the market price per share of our common stock, as measured under the terms of the convertible note hedge transactions for the 2019 notes and the 2021 notes, is greater than the strike price of the convertible note hedge transactions for the 2019 notes or the 2021 notes during the relevant valuation period under the relevant convertible note hedge transactions. Additionally, if the market price per share of our common stock, as measured under the terms of the warrant transactions relating to the 2019 notes and the 2021 notes, exceeds the strike price of the warrants relating to the 2019 notes or the 2021 notes, as the case may be, during the relevant measurement period at the maturity of the warrants (i.e., on the applicable expiration dates), we will owe the hedge counterparties a number of shares of our common stock in an amount based on the excess of such market price per share of our common stock over the strike price of the warrants relating to the 2019 notes or the 2021 notes, as the case may be.
In connection with establishing their initial hedge of the convertible note hedge and warrant transactions,
the hedge counterparties or their affiliates expect to enter into various derivative transactions with respect to our common stock concurrently with or shortly after the pricing of the notes, including with certain investors in the notes. This activity could increase (or reduce the size of any decrease in) the market price of our common stock or the notes at that time.
In addition, the hedge counterparties or their affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions following the pricing of the notes and prior to the maturity of the 2019 notes and the 2021 notes (and are likely to do so during any observation period related to a conversion of notes). This activity could also cause or prevent an increase or a decrease in the market price of our common stock or the notes, which could affect your ability to convert the notes and, to the extent the activity occurs during any observation period related to a conversation of notes, it could affect the amount and value of the consideration that you will receive upon conversion of the notes.
The convertible note hedge transactions and the warrant transactions are separate transactions entered into by us with the hedge counterparties, are not part of the terms of the 2019 notes or the 2021 notes and will not change the holders’ rights under the notes or the Trustee’s rights or duties under the indenture. As a holder of the notes, you will not have any rights with respect to the convertible note hedge transactions or the warrant transactions.
For a discussion of the potential impact of any market or other activity by the hedge counterparties or their affiliates in connection with these convertible note hedge and warrant transactions, see “Underwriting—Convertible Note Hedge and Warrant Transactions” and “Risk Factors—Risks Related to the Notes—The Convertible Note Hedge and Warrant Transactions May Affect the Value of the Notes and Our Common Stock”.