brian45011
Active Member
It might not imply any dilution. If their hedges took the form of call options (or something equivalent), they can exercise the calls at ~$360 with cash and then deliver the higher valued shares to the bondholders. So to Tesla, it's all cash at $360ish plus some cash they spent to buy the hedge already, but to the bondholders it's half shares. No new shares issued, no dilution. To the hedge writers... well, they got paid already.
If the 50%/50% is accurate, Tesla will issue shares for the non-cash half--it appears the value of those shares will be set by the VWAP in February and deemed to be worth $460 million. General Discussion: 2018 Investor Roundtable
The IB hedge (call) writers appear to be exposed above $359.87 (up to $512.66) for 100% of the 2.56 million shares at the par conversion value.
The 2021 warrants have a strike at $560.64 and the IB hedge writers are exposed on that maturity for 3.83 million shares above $359.87
It's unclear how the IB hedge writers may have faded their risks or even if the hedges/warrants relating to the 2019 notes expire at note maturity on 3/1/19 or can be used in risk management of the 2021 notes. The 2019 note holders prefer the VWAP be as high as possible while the hedge writer likely have a preference that the SP stays below ~~$360 through March 1.
Even though both Elon and Deepak re-affirmred in the conference call six weeks ago that the principal would be redeemed by Cash from Operations, using all shares would have saved some underwriting commissions if the plan is for another follow-on equity offering in early 2019. Also, the $460 million in cash could be deployed now for new products R&D and CapEx.