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Long-Term Debt Obligations
6 Months Ended
Jun. 30, 2019
Debt Disclosure [Abstract]  
Long-Term Debt Obligations

Note 11 – Long-Term Debt Obligations

The following is a summary of our debt as of June 30, 2019 (in thousands):

 

 

 

Unpaid

 

 

 

 

 

Unused

 

 

 

 

 

 

 

 

 

Principal

 

 

Net Carrying Value

 

 

Committed

 

 

Contractual

 

 

Contractual

 

 

Balance

 

 

Current

 

 

Long-Term

 

 

Amount (1)

 

 

Interest Rates

 

 

Maturity Date

Recourse debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.25% Convertible Senior Notes due in 2021

   ("2021 Notes")

 

 

1,380,000

 

 

 

 

 

 

1,273,206

 

 

 

 

 

 

1.25

%

 

March 2021

2.375% Convertible Senior Notes due in 2022

   ("2022 Notes")

 

 

977,500

 

 

 

 

 

 

886,513

 

 

 

 

 

 

2.375

%

 

March 2022

2.00% Convertible Senior Notes due in 2024

   ("2024 Notes")

 

 

1,840,000

 

 

 

 

 

 

1,340,143

 

 

 

 

 

 

2.00

%

 

May 2024

5.30% Senior Notes due in 2025

   ("2025 Notes")

 

 

1,800,000

 

 

 

 

 

 

1,780,345

 

 

 

 

 

 

5.30

%

 

August 2025

Credit Agreement

 

 

1,740,000

 

 

 

141,711

 

 

 

1,598,289

 

 

 

504,993

 

 

3.4% -5.5%

 

 

June 2020-July 2023

1.625% Convertible Senior Notes due in 2019

 

 

565,992

 

 

 

556,575

 

 

 

 

 

 

 

 

 

1.625

%

 

November 2019

Zero-Coupon Convertible Senior Notes due in

   2020

 

 

103,000

 

 

 

 

 

 

94,559

 

 

 

 

 

 

0.0

%

 

December 2020

Vehicle, Solar Bonds and other Loans

 

 

144,668

 

 

 

14,712

 

 

 

126,948

 

 

 

1,000

 

 

1.8%-6.8%

 

 

September 2019-January 2031

Total recourse debt

 

 

8,551,160

 

 

 

712,998

 

 

 

7,100,003

 

 

 

505,993

 

 

 

 

 

 

 

Non-recourse debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warehouse Agreements

 

 

321,650

 

 

 

45,452

 

 

 

276,198

 

 

 

778,350

 

 

3.8%-4.1%

 

 

September 2020

Canada Credit Facility

 

 

56,639

 

 

 

28,878

 

 

 

27,761

 

 

 

 

 

3.6%-5.9%

 

 

November 2022

Term Loan due in 2019

 

 

161,944

 

 

 

161,944

 

 

 

 

 

 

 

 

 

5.9

%

 

December 2019

Term Loan due in 2021

 

 

166,152

 

 

 

7,284

 

 

 

158,313

 

 

 

 

 

 

6.1

%

 

January 2021

Solar Revolving Credit Facility

 

 

41,908

 

 

 

 

 

 

41,908

 

 

 

 

 

 

6.0

%

 

June 2022

China Loan Agreement

 

 

27,478

 

 

 

27,478

 

 

 

 

 

 

482,122

 

 

 

3.9

%

 

March 2020

Cash equity debt

 

 

461,926

 

 

 

9,401

 

 

 

438,534

 

 

 

 

 

5.3%-5.8%

 

 

July 2033-January 2035

Solar asset-backed notes

 

 

1,198,962

 

 

 

33,640

 

 

 

1,135,790

 

 

 

 

 

4.0%-7.7%

 

 

September 2024-February 2048

Solar loan-backed notes

 

 

196,924

 

 

 

10,671

 

 

 

179,285

 

 

 

 

 

4.8%-7.5%

 

 

September 2048-September 2049

Automotive asset-backed notes

 

 

949,951

 

 

 

400,665

 

 

 

544,949

 

 

 

 

 

2.3%-7.9%

 

 

December 2019-June 2022

Solar Renewable Energy Credit and

   other Loans

 

 

24,995

 

 

 

21,417

 

 

 

3,106

 

 

 

27,201

 

 

4.4%-8.2%

 

 

September 2019-July 2021

Total non-recourse debt

 

 

3,608,529

 

 

 

746,830

 

 

 

2,805,844

 

 

 

1,287,673

 

 

 

 

 

 

 

Total debt

 

$

12,159,689

 

 

$

1,459,828

 

 

$

9,905,847

 

 

$

1,793,666

 

 

 

 

 

 

 

 

The following is a summary of our debt as of December 31, 2018 (in thousands):

 

 

 

Unpaid

 

 

 

 

 

Unused

 

 

 

 

 

 

 

 

 

Principal

 

 

Net Carrying Value

 

 

Committed

 

 

Contractual

 

 

Contractual

 

 

Balance

 

 

Current

 

 

Long-Term

 

 

Amount (1)

 

 

Interest Rates

 

 

Maturity Date

Recourse debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.25% Convertible Senior Notes due in 2019

   ("2019 Notes")

 

 

920,000

 

 

 

912,625

 

 

 

 

 

 

 

 

 

0.25

%

 

March 2019

2021 Notes

 

 

1,380,000

 

 

 

 

 

 

1,243,496

 

 

 

 

 

 

1.25

%

 

March 2021

2022 Notes

 

 

977,500

 

 

 

 

 

 

871,326

 

 

 

 

 

 

2.375

%

 

March 2022

2025 Notes

 

 

1,800,000

 

 

 

 

 

 

1,778,756

 

 

 

 

 

 

5.30

%

 

August 2025

Credit Agreement

 

 

1,540,000

 

 

 

 

 

 

1,540,000

 

 

 

230,999

 

 

1% plus LIBOR

 

 

June 2020

1.625% Convertible Senior Notes due in 2019

 

 

565,992

 

 

 

541,070

 

 

 

 

 

 

 

 

 

1.625

%

 

November 2019

Zero-Coupon Convertible Senior Notes due in

   2020

 

 

103,000

 

 

 

 

 

 

91,799

 

 

 

 

 

 

0.0

%

 

December 2020

Vehicle, Solar Bonds and other Loans

 

 

100,928

 

 

 

1,322

 

 

 

100,190

 

 

 

 

 

1.8%-7.6%

 

 

January 2019-January 2031

Total recourse debt

 

 

7,387,420

 

 

 

1,455,017

 

 

 

5,625,567

 

 

 

230,999

 

 

 

 

 

 

 

Non-recourse debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warehouse Agreements

 

 

92,000

 

 

 

13,604

 

 

 

78,396

 

 

 

1,008,000

 

 

3.9%-4.2%

 

 

September 2020

Canada Credit Facility

 

 

73,220

 

 

 

31,766

 

 

 

41,454

 

 

 

 

 

3.6%-5.9%

 

 

November 2022

Term Loan due in 2019

 

 

180,624

 

 

 

180,624

 

 

 

 

 

 

 

 

 

6.1

%

 

January 2019

Term Loan due in 2021

 

 

169,050

 

 

 

6,876

 

 

 

161,453

 

 

 

 

 

 

6.0

%

 

January 2021

Cash equity debt

 

 

466,837

 

 

 

10,911

 

 

 

441,472

 

 

 

 

 

5.3%-5.8%

 

 

July 2033-January 2035

Solar asset-backed notes

 

 

1,214,071

 

 

 

28,761

 

 

 

1,154,914

 

 

 

 

 

4.0%-7.7%

 

 

September 2024-February 2048

Solar loan-backed notes

 

 

210,249

 

 

 

9,888

 

 

 

193,164

 

 

 

 

 

4.8%-7.5%

 

 

September 2048-September 2049

Automotive asset-backed notes

 

 

1,177,937

 

 

 

467,926

 

 

 

704,234

 

 

 

 

 

2.3%-7.9%

 

 

December 2019-June 2022

Solar Renewable Energy Credit and

   other Loans

 

 

26,742

 

 

 

16,612

 

 

 

9,836

 

 

 

17,633

 

 

5.1%-7.9%

 

 

December 2019-July 2021

Total non-recourse debt

 

 

3,610,730

 

 

 

766,968

 

 

 

2,784,923

 

 

 

1,025,633

 

 

 

 

 

 

 

Total debt

 

$

10,998,150

 

 

$

2,221,985

 

 

$

8,410,490

 

 

$

1,256,632

 

 

 

 

 

 

 

 

(1)

Unused committed amounts under some of our credit facilities and financing funds are subject to satisfying specified conditions prior to draw-down (such as pledging to our lenders sufficient amounts of qualified receivables, inventories, leased vehicles and our interests in those leases, solar energy systems and the associated customer contracts, our interests in financing funds or various other assets). Upon draw-down of any unused committed amounts, there are no restrictions on use of available funds for general corporate purposes.

Recourse debt refers to debt that is recourse to our general assets. Non-recourse debt refers to debt that is recourse to only specified assets of our subsidiaries. The differences between the unpaid principal balances and the net carrying values are due to convertible senior note conversion features, debt discounts or deferred financing costs. As of June 30, 2019, we were in material compliance with all financial debt covenants, which include minimum liquidity and expense-coverage balances and ratios.

2019 Notes

During the first quarter of 2019, we repaid the $920.0 million in aggregate principal amount of the 2019 Notes.

2024 Notes, Bond Hedges and Warrant Transactions

In May 2019, we issued $1.84 billion in aggregate principal amount of 2.00% Convertible Senior Notes due in May 2024 in a public offering. The net proceeds from the issuance, after deducting transaction costs, were $1.82 billion.

Each $1,000 of principal of the 2024 Notes is initially convertible into 3.2276 shares of our common stock, which is equivalent to an initial conversion price of $309.83 per share, subject to adjustment upon the occurrence of specified events. Holders of the 2024 Notes may convert, at their option, on or after February 15, 2024. Further, holders of the 2024 Notes may convert, at their option, prior to February 15, 2024 only under the following circumstances: (1) during any calendar quarter commencing after September 30, 2019 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each trading day; (2) during the five-business day period after any five-consecutive trading day period in which the trading price per $1,000 principal amount of the 2024 Notes for each trading day of such period is less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day, or (3) if specified corporate events occur. Upon conversion, the 2024 Notes will be settled in cash, shares of our common stock or a combination thereof, at our election. If a fundamental change occurs prior to the maturity date, holders of the 2024 Notes may require us to repurchase all or a portion of their 2024 Notes for cash at a repurchase price equal to 100% of the principal amount plus any accrued and unpaid interest. In addition, if specific corporate events occur prior to the maturity date, we would increase the conversion rate for a holder who elects to convert its 2024 Notes in connection with such an event in certain circumstances. As of June 30, 2019, none of the conditions permitting the holders of the 2024 Notes to early convert had been met. Therefore, the 2024 Notes are classified as long-term.

In accordance with GAAP relating to embedded conversion features, we initially valued and bifurcated the conversion feature associated with the 2024 Notes. We recorded to stockholders’ equity $490.9 million for the conversion feature. The resulting debt discount is being amortized to interest expense at an effective interest rate of 8.68%.

In connection with the offering of the 2024 Notes, we entered into convertible note hedge transactions whereby we have the option to purchase initially (subject to adjustment for certain specified events) 5.9 million shares of our common stock at a price of $309.83 per share. The cost of the convertible note hedge transactions was $475.8 million. In addition, we sold warrants whereby the holders of the warrants have the option to purchase initially (subject to adjustment for certain specified events) 5.9 million shares of our common stock at a price of $607.50 per share. We received $174.4 million in cash proceeds from the sale of these warrants. Taken together, the purchase of the convertible note hedges and the sale of the warrants are intended to reduce potential dilution from the conversion of the 2024 Notes and to effectively increase the overall conversion price from $309.83 to $607.50 per share. As these transactions meet certain accounting criteria, the convertible note hedges and warrants are recorded in stockholders’ equity and are not accounted for as derivatives. The net cost incurred in connection with the convertible note hedge and warrant transactions was recorded as a reduction to additional paid-in capital on the consolidated balance sheet.

Credit Agreement

In March 2019, we amended and restated the senior asset-based revolving credit agreement (the “Credit Agreement”) to increase the total lender commitments by $500.0 million to $2.425 billion, and extend the term of substantially all of the total commitments to July 2023.

China Loan Agreement

In March 2019, one of our subsidiaries entered into a loan agreement with a syndicate of lenders in China for an unsecured facility of up to RMB 3.50 billion (or the equivalent amount drawn in U.S. dollars), to be used for expenditures related to the construction of and production at our Gigafactory Shanghai. Borrowed funds bear interest at an annual rate of: (i) for RMB-denominated loans, 90% of the one-year rate published by the People’s Bank of China, and (ii) for U.S. dollar-denominated loans, the sum of one-year LIBOR plus 1.0%. The loan facility is non-recourse to our assets.

Solar Revolving Credit Facility

In June 2019, one of our subsidiaries entered into a loan agreement with a bank for a revolving credit facility of up to $50.0 million. The solar revolving credit facility bears interest at an annual rate of 2.50% plus: (i) for LIBOR loans, at our option, three-month LIBOR or daily LIBOR and (ii) for Base Rate loans, the highest of (a) the Federal Funds Rate plus 0.50%, (b) the Prime Rate, and (c) the three-month LIBOR plus 1.00%.The solar revolving credit facility is secured by certain assets of the subsidiary and was non-recourse to our other assets. 

Term Loan due in 2019

In April 2019, we extended the maturity date of the Term Loan due in 2019 to June 2019. In June 2019, we further extended the maturity date of the Term Loan due in 2019 to December 2019.

Interest Incurred

The following table presents the interest expense related to the contractual interest coupon, the amortization of debt issuance costs and the amortization of debt discounts on our convertible senior notes with cash conversion features, which include the 2018 Notes, the 2019 Notes, the 2021 Notes, the 2022 Notes and the 2024 Notes (in thousands):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Contractual interest coupon

 

$

15,533

 

 

$

10,588

 

 

$

25,892

 

 

$

21,136

 

Amortization of debt issuance costs

 

 

1,470

 

 

 

1,642

 

 

 

2,940

 

 

 

3,257

 

Amortization of debt discounts

 

 

33,467

 

 

 

30,525

 

 

 

61,541

 

 

 

60,384

 

Total

 

$

50,470

 

 

$

42,755

 

 

$

90,373

 

 

$

84,777