SOLARCITY CORP

Filed by
TESLA MOTORS INC

FORM 425

(Filing of certain prospectuses and communications in connection with business combination transactions)

Filed 10/25/16
Address
Telephone
CIK
Symbol
SIC Code
Industry
Sector
Fiscal Year

3055 CLEARVIEW WAY
SAN MATEO, CA 94402
650-638-1028
0001408356
SCTY
3711 - Motor Vehicles and Passenger Car Bodies
Auto & Truck Manufacturers
Consumer Cyclicals
12/31

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Filed by Tesla Motors, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6
under the Securities Exchange Act of 1934
Filer: Tesla Motors, Inc.
Subject Company: SolarCity Corporation
Form S-4 File No.: 333-213390
Date: October 25, 2016
The following presentation was given by Tesla to Institutional Shareholder Services Inc. on October 25, 2016.
*
*
*
*

TESLA TO ACQUIRE SOLARCITY TESLA Solarcity Presentation to Proxy Advisory Firms October 2016

DISCLAIMERSF
O R (“SolarCity”)
W A R D—Land
OOK
IN G
S T A Inc.
TEM
E N T Sand
; Athe
DD
I T I O Ncompany’s
A L I N Ffuture
O R Mfinancial
A T I Ocondition,
N Certain performance
statements inand
thisoperating
document,results,
including
statements
relating
to the proposed combination
SolarCity
Tesla
Motors,
(“Tesla”)
combined
strategy
and
plans
are “forward-looking
statements” of
within
the Corporation
meaning
of as
theofPrivate
Securities
Actno
of duty
1995.
forward-looking
statements
areInsubject
to numerous
assumptions,
risks and
which
change
overfiled
time.with
Forward-looking
statements
speak
only
the date
theyand
are Litigation
made identified
and Reform
we assume
toThese
update
forward-looking
statements.
addition
factors
previously
disclosed
in uncertainties
Tesla’s
and SolarCity’s
reports
the U.S.
Securities
and Exchange
Commission
(the
“SEC”)
those
elsewhere
in this
document,
the
following
factors,
among
others,tocould
cause
actual
results
to differ
materially
from
forward-looking
statements
and
historical
performance:
the
ability
to
obtain
regulatory
approvals
and
meet
other
closing
conditions
to
the
transaction,
including
requisite
approval
by
Tesla
and
SolarCity
stockholders,
on
a
timely
basis
or
at
all;
delay
in closing
the
transaction;
the
ultimate
outcome
and results
of integrating
the operations
of ongoing
Tesla andoperations
SolarCityand
andnecessary
the ultimate
ability
to realize synergies
and other
benefits;
business
disruption
following
the transaction;
the
availability
and
access,
in
general,
of of
funds
to meet
debt
obligations
andmanner,
to fund
capital
expenditures;
and theprovisions.The
ability
to comply
with
allreview
covenants
in the
indentures
and credit
facilities
of
Tesla
and
SolarCity,
any
violation
which,
if
not
cured
in
a
timely
could
trigger
a
default
of
other
obligations
under
cross-default
foregoing
of
important
factors
should
not
be
construed
as
exhaustive
and
should
be
read
in
conjunction
with
the
other
cautionary
statements
that
are
included
herein
and
elsewhere,
including
the
Risk
Factors
included
in
Tesla’s
and
SolarCity’s
most
recent
reports
on Form 10-K Any
and Form
10-Q and other
documents
oforTesla
and SolarCity
on file with
theare
Securities
and
Exchange
Commission.
Tesla’s and
SolarCity’s
SEC
filings
are
available
publicly
on
the SEC’s
website
at
www.sec.gov.
forward-looking
statements
made
incorporated
by
reference
herein
qualified
in
their
entirety
by
these
cautionary
statements,
and
there
can
be
no
assurance
that
the
actual
results
or
developments
anticipated
by undertake
us will be no
realized
or, even
if substantially
realized,
that forward-looking
they will have thestatement,
expected whether
consequences
to, orofeffects
on, us or ourfuture
business
or operations.
Except to the
extent
required
applicable
law,
andR SolarCity
obligation
toOupdate
publicly
or
revise any
as each
a result
new information,
developments
orIn
otherwise.I
Mwith
PO
RT
A N T AbyD
D I T ITesla
ON
A LTesla
INF
O
M
A
T
I
O
N
A
N
D
W
H
E
R
E
T
F
I
N
D
I
TThe
transaction
will
be
submitted
to
the
stockholders
of
of
SolarCity
and
Tesla
for
their
consideration.
connection
the
proposed
merger,
has
filed
with
the
SEC
a
Registration
Statement
on
Form
S-4
(Registration
Statement
No.
333-213390)
containing
a
joint
proxy
statement/prospectus
of
SolarCity
and
Tesla.
The
Registration
Statement
was
declared
effective
the SEC
on October
12, 2016,
and SolarCity
and Tesla
mailed the
definitive joint
statement/prospectus
to SOLARCITY
stockholders ofAND
SolarCity
andARE
TeslaURGED
on or about
October
13, DEFINITIVE
2016. Tesla and
SolarCity
also plan to fileby
other
relevant
documents
concerning
the
proposed
transaction.
INVESTORS
ANDproxy
SECURITY
HOLDERS
OF
TESLA
TOOR
READ
THE
JOINT
PROXY
STATEMENT/
PROSPECTUS
AND
ANY
OTHER
RELEVANT
DOCUMENTS
FILED
WITH
THE
SEC
IN
CONNECTION
WITH
THE
TRANSACTION
INCORPORATED
BY
REFERENCE
IN
THE
DEFINITIVE
JOINT
PROXY
STATEMENT/PROSPECTUS
CAREFULLY
AND INfree
THEIR
ENTIRETY
BECAUSE
THEY
CONTAIN IMPORTANT
ABOUT
THE PROPOSED
TRANSACTION.
You
maytoobtain
of all documents
filedtowith
SEC
regarding
this transaction,
of or
charge,
at the
SEC’s
website,
www.sec.gov.N
O O in
F Fany
ER
OINFORMATION
R S O LinI which
CITA
T I offer,
O NThis
document
does
constitute
an
offer
sell to
orcopies
the solicitation
of an offer
buy the
any
securities
or a solicitation
of any vote
approval
norof
shall
there be
any
sale
of except
securities
jurisdiction
such
solicitation
sale not
would
unlawful
prior
registration
or qualification
under
theNsecurities
No
offering
securities
shall
made
by
means
of
a prospectus
meeting
the requirements
of or
Section
10and
of be
the
Securities
Act
of 1933,
as amended.
Pdeemed
A R T to
IC
IPparticipants
A
TS I Nin
T laws
H Esolicitation
SofOany
L Isuch
C IofTjurisdiction.
A T I Ofrom
NSolarCity,
Tesla,
and certain
of be
their
respective
directors,
executive
officers
and other
members
of management
employees,
under
SEC
rules
may
be
be
the
proxies
SolarCity
and
Tesla
stockholders
in
connection
with
the
proposed
transaction.
Information
regarding
the
interests
of the
persons who may, under
the rules
of the
SEC,
be
deemed
participants
in the
solicitation
of SolarCity
and
Tesla stockholders
in connection
withofficers
the proposed
transaction
is definitive
set forth inproxy
the definitive
joint
proxy
statement/prospectus,
which
was
filed
with
the
SEC
on
October
12,
2016.
You
can
find
more
detailed
information
about
SolarCity’s
executive
and
directors
in
its
statement
filed
with
the
SEC on
April 21, 2016. You can find more detailed information about Tesla’s executive officers and directors in its definitive proxy statement filed with the SEC on April 15, 2016.

T
AEYRChief
’ S P RFinancial
E S E N TOfficer
E R S 3R?OTESLA
B Y N .DCEONMH O L MIndependent DirectorE L O N M U S KChairman and Chief Executive OfficerT O D D M A R O NGeneral Counsel and Corporate SecretaryJ A S O N W
HO
ED
EL

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ECUTIV
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enhancing
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E N shared
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YO
F and
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R
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S• Leverages
Tesla’s
design
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to drive
development
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and
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superior
products•
Customers
of
have
the
combined
offerings
of
solar
products,
energy
storage
and
electric
vehiclesTE
S
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EV
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Develops
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storage
products
(Powerwall
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U
B
S
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O W • $150mm
of direct
cost
synergies roadmap
from salesand
& cost
marketing
efficiencies
and Tesla
overhead
savings
expected
to be
achieved in
the firstto
full
closing•
partnership
approach
company’s
capital
expenditure
structure•
Combining
and
SolarCity
allows
for
SolarCity’s
products
benefit
from
Tesla’s
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customer
following
and
large
retail
footprint,
leading
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potential
for
significantly
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B
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H
A N D F A and
I R Pconsidered
R O C E SitsS•financial
Over theadvisor’s
course ofview
many
meetings, and
with
the assistance
of asset
independent
financialsolar
and legal advisors,
the Tesla
Boardapproved
of Directors
reviewed
the strategic
and financial implications
of the
transaction
was
by the
Teslaengaged
Board
after
deliberation
and arms-length
extensive negotiationsT
Ethat
S LSolarCity
AHASC
O the
N Dmost
U C attractive
TEDEX
T Efor
N STesla
I V EinSthe
H A R Eenergy
H O Lindustry•
D E R O The
U T deal
R E was
A C H• Tesla has
actively
and comprehensive
had discussionsdue
withdiligence,
investors
.who
C Ohold
M a majority of Tesla unaffiliated shares• The vast majority of Tesla’s large institutional investors understand the strategic rationale of the combination and how it accelerates Tesla’s long-term strategy4 ? TESLA

AGENDA I . S T R A T E G I C R A T I O N A L EI I . F I N A N C I N G A N D L I Q U I D I T Y I I I . G O V E R N A N C E A N D P R O C E S SI V . C O N C L U S I O NA P P E N D I X5 ? TESLA . C O M

I. S T R A T E G I C R A T I O N A L E6 ? TESLA . C O M

A
C C EALMINE-ANDE R A T I N and
G T consumption
E S L A ’ S LtoOdevelop
N G—Tsustainable
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R A T products
E G YTESLA
HAS
ALWAYS SOUGHT
TO HELP • Innovative
vertical
integration
energy generation,
storage EXPEDITE
THE
MOVE
FROM
BURN
HYDROCARBON
ECONOMY
residential,
commercial
and to
•ofutility-scale
energy to
TOWARDS
A SOLAR
ELECTRIC
ECONOMYstorage
products
introduced
in 2015
The Secret
Tesla
Motors Master
Plan, August
2, 2006??Storage
increasesTesla’s
electric
system
efficiency,
leading
lower
cost ?overall
Storage allows for higher
levels
of renewable
penetration,
while
supporting
grid operations
broadly•
Gigafactory supports
global
scale
production
of lithium-ion
batteries7
TESLA .customers
C O M and grid operators??

T
O D A Y ’ S E Transportation•
N E R G Y L AOne-third
N D S C AofPall
ERecord
Highconsumed
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PPM200-400,000
-200,000
-100,000
0 YearsSource:
Mauna Loa
Observatory,
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Ice vehicles and
CoreSustainable
fossil fuels
inthe
thetransition
United
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is used in-300,000
transportation
andEnergy
anotherProduction•
third
is used in electricity
production•
Tesla
created
a market
for
electric
established
itself as theinworld’s
fastest-growing
accelerating
to
a sustainable
energy
futureUS
of from
total energy
consumed
is has
produced
from
fossilmetric
fuels•
One-third
fossil
fuels produced
consumed
the United
States
usedautomaker,
in transportation
andsun’s
another
third isas
used
in electricity
production•
of CO2
emissions82%
result
fossilextend
fuel
combustion•
~ 7,000
million
tons
of CO2of all
equivalent
annually
Source:
U.S.isEPASolar
Landscape•
The
potential
a renewable
energy
source
is 94%
limited
by systems
intermittency;
needs
beyond
daylight
programs
in the US threatens
homeowners’
ability to sell
excess generation
back
to the grid•
Aesthetics
and cost
of current
solar
can beenergy
significantly
improved8
? TESLA
. Chours•
O M Opposition to net metering

A
I GE H
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C
PO
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N C R Model
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EDSUSTAIN
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and
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can
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way,company
lowering
minimizing
dependence
fossil fuelsaannual
and thegrowth
utility
gridEXPAND
ADDRESSA
BL
EMA
R K Eopportunity
T• Expandsin roof
Tesla’s
total
addressable
market
to include
the
solar
market,
a $12bn(1)
market
in
thecompanies
US costs
aloneand
that
isshared
expected
to grow
at aon
compounded
rateofofsolar
15%products,
andS 20%
in the next
5 years•
Huge
market
as
five
million
US
households
replace
roofs
each
year•
Customers
of
the
two
have
ideals
and benefit
from the combined
offerings
energy
storage
and electric
vehiclesL
EVE
R
A
G
E
S
C
O
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N
C
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E
S
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E
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C
H
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O
M
P
A
N
Y•
Tesla’s
experience
in
design,
engineering,
and
manufacturing
will
help
to
advance
solar
panel
technology,
including
by
making
solar panels
more
aesthetically
pleasing•
Combination
enables
Tesla
to
provide
the
best
possible
installation
service
for
Powerwalls
and
charging
systems
by
utilizing
SolarCity’s
best-in-class
installation
team
and
also
allows
Tesla
to leverage
SolarCity’s
in offering
customer-friendly
financing
productsSUBSTANTIAL
COST
EFFICIENCIE
S AND
REVENUE
SYNERGIES•
$150mm
of direct
cost synergies
expected
in the
first full
year
after
closing,
driven access
by expertise
salesto&sustainable
marketing
efficiencies
and and
corporate
& overhead
savings• channel
LeveragestrengthsG
Gigafactory’s
global
scale
battery
cell
production
facility
for
reduced
production
costs• Drive
revenue
synergies
through
simplifying
energy
products
leveraging
complementary
R
E
A
T
C
U
L
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R
A
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F
I
T•
Shared
mission
of
sustainability,
innovation
and
overcoming
challenges
that stand in the way of progress toward these goals(1) Value of new US residential and commercial and industrial solar installations9 ? TESLA . C O M

C
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W O Rsource
L D ’ Sdue
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Llower
YI Ncomponent
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TED
SU
S T Aprices•
I N A With
B L Ethe
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Y Cextended
O M P Athrough
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L Eexpiration
E N E R GinY2016),
G E NUS
E Rsolar
A TisI O
N• Solar
become
the
most
affordable
to2021,
and
system
expected
to has
account
for
more
than
operating
electric
generating
capacity
compared to just
0.3%
at
thetobeginning
of this decade??In
the first
of 2016,
solar
accounted
forintermittency
26% of all new
electric
generating
capacity
on-line
in
the6% of
USSource:US
Solar
Market Insight
Q3by2016,
Greentechmedia•
The
ability
fullyfor
harness
sun’s potential
as anhalf
energy
source
is limited
by
its
and
inability
to access
energy
atbrought
night ??Energy
storage
solves both
these
problems•
Key
Benefits
of solar
+ storage: ??Store
solar
energy
use atthe
night??Provide
emergency
backup
power??Shift
energy
consumption
to create
times
when
electricity
is cheaper??Reduce
peak
demand
charges??Participate
in
demand
response
programs??Reduces
reliance
on
net-metering
subsidiesS
U
S
T
A
I
N
A
B
L
E
T
R
A
N
S
P
O
R
T
A
T
I
O
N•
To
sustainable
transportation,
energy
sources
also
need
to
be
renewable.
Solar
is
a
highly
efficient
source
of
sustainable
energy•
Demand
for
battery
electric
vehicles
has
risen
significantly
in
the
past
four
years,
growing
at
an
~85%
CAGR
in
North
American
region•
Declining
battery
costsservice
and improvements
vehicle range
are expected
to further
accelerate
growth
of electric
stations
and
sales and
centers have in
accelerated
widespread
adoption
of electric
vehicles10
? TESLA
. C vehicle
O M adoption• Tesla’s product innovation, global network of world’s largest high-speed charging

L
EETREWS A
LL
A L’ S/ G
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N RE V
X IPCEERSTRI O
SE
DGDPI O
ST
REIRBPUATCI O
TF
O TDW
RA
I VREE•S Accelerate
O L A R Edevelopment
N E R G Y AofDbeautiful,
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NH I G H L Y
C technologically
O M P L E M Esuperior
N T A Rproducts•
Y O F F Leverage
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O EL V
AE
R RP A
OG
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E
OA
FN
I/ N
W
KN
SO
and
Gigafactory’s
ability
to produce
cellsIproducts
thatSsupport
combined Tesla
SolarCity
products,
enabling
greater
economies
seamless
cost
product
for
customers•
Develop
for residential,
commercial
and
grid-scale
applicationsCROSS
-S E L of
L Iscale
NG S• Fully
Y N Eintegrated
R G I E Sproduct
L overlapping
E V Esuite
R Afor
G Ia N
G T E Suser
L Aexperience,
D I Sordering
T R Idelivering
BU
T I Oan
N•improved,
190+
retaillowerlocations,
3 million
engaged
store visitors
annually•
Broadened
growth
opportunities
viaSTesla’s
international
experience,
installation
and
service
contact•
Potential
to expand
solar offerings
into
new USgeographic
and international
marketsT
ESL A
TORE
S & G A L reach•
L E R ICustomers
E SS O L have
ARC
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G E 11 ?Single
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R become
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I I . FINANCING AND LIQUIDITY20 ? TESLA.COM

COMPLEMENTING
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? TESLA.COM

TESLA
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I I I . GOVERNANCE AND PROCESS25 ? TESLA.COM

BOARD
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U R Board
S E• Tesla
Board aexplored
options
to create areview
more vertically
integrated
sustainable
energy
company–
transition
ofETesla’s
performed
thorough,
comprehensive
solar
industry
the
independent
Following
this review,
the been
Tesla Board concluded
that
SolarCity
was thelegal
mostcounsel
attractive
asset
forLipton)•
Tesla
inElon
the solar
energy
industryR
Oof
B potential
U S T P themselves
R
OCES
S
A Dany
V targets
Ivote
S E by
Dwith
B
I Nassistance
DBoard
E P E on
NofD
E N Trelating
A D advisors•
V ItoSthe
OR
S• Tesla engaged
independent
and
outside
and
from
theY
Tesla
matters
transactionT
Ethe
S Lprocess,
A
B O including
A R Dfinancial
CO
N Dadvisor
UC
T (Evercore)
E D Tover
H Othe
RO
UGH
D
EL
I B E R(Wachtell
A T IBoard
ON
Ocarefully
VER
Tevaluated
HMusk
ECO
U Antonio
Rtransaction
S E O Gracias
F Mfrom
A Nrecused
YMEETING
S•
Tesla
Board
met
with
its
external
advisors
numerous
times
throughout
8
special
meetings
course
of
two
months•
Tesla
the
various
perspectives
and
reviewed
extensive
due
diligence,
including
from
its
independent
financial
advisorand
outside
legal
counselT
R
A
N
S
A
C
T
I
O
N
T
E
R
M
S
A
R
R
I
V
E
D
A
T
V
I
A
A
R
M

S
L
E
N
G
T
H
N EElon
G
OTIA
T Antonio
I O N SA P P R O
V A L Pthemselves
R O C E S S•
Exchange
determined based
on
the totality
of due diligence
review
of SolarCity,
including
information
discovered
diligence•
Tesla
BoardGracias
– with
Musk
and
recusing
rejected
two ratio
counterproposals
SolarCity
and ultimately
on anexchange
ratioTesla
below
thenew
initial
offer•
Tesla
Board – during
with Elon
Musk and
Antonio
recusing
themselvesGracias
– unanimously
approved the– transactionTransaction
must befrom
approved
by a majority
of the settled
votes cast
by unaffiliated
shareholders26
? TESLA.COM

THE
BOARD
AND
MANAGEMENT
TEAM
CONDUCTED
A THOROUGHPROCESS
OVER
THEmanagement
COURSE OF
MEETINGS•
May 31, 2016:
Tesla
Boardcompany•
discussedJune
the possible
benefits
and
detriments
acquiring
aasolar
energy
company in the
context
Tesla’ssolar
existing
strategicplan,
andthe
instructed
Tesla
to MANY
assessJune
the
potential
ofmet
a solar
energy
5 – June
20, 2016:
Tesla
Board of
performed
comprehensive
review
of of
potential
industry
targets
with
assistance
independentadvisors•
2016:acquisition
Tesla
Board
to exchange
discuss
strategic
including
a26,
potential
acquisition
ofthorough,
a solar
energy
company.
Board
ultimately
decidedto
move
forward
with
anparticipating
initialofoffer
to
acquire
SolarCity
in 20,
an all-stock
transaction
at an
ratiobusiness,
ofalternatives,
0.122x—0.131x•
Juneand
2016: SolarCity
granted Tesla
and
its advisors
access
toThe
an electronic
data room;
Tesla
and
itsfixed
advisors
began
inof
numerous
duediligence
sessions
regarding,
among
other things,
legal,
financial
regulatory
matters•
July
13,
2016:
SolarCity
proposed
having
consideration
based
on
a
value
per
share,
inclusion
a
go-shop
provision
and
a
lower
termination
fee
andrequested
that
Tesla
consider
providing
short-term
financing
during
the pendency
oftoareview
merger.diligence
Tesla agreed
to a including
customarywith
go-shop
provision
with a reducedtermination
but required
SolarCity
obtain
financing from
a third
party during
the pendency
of a merger•
July 19, 2016:
Tesla
Board
findings,
respect
SolarCity’s
financing
needs,
andfee
instructed
its advisors
to to
reject
theSolarCity
Special
Committee’s
proposal
that the acquisition
consideration
based
on July
amet
fixed
value
share•
July
22,to2016:
Tesla
Board
met totoreview
diligence
findings
and updated
perspectives
on valuation•
July
23, 2016:
SolarCity
delivered
a counterproposal
of23rd
a fixed
exchange
ratiobeofand
0.136x•
24,
2016:per
Tesla
Board
met
review
diligence
updates
and
valuation,
including
the July
23rd
counterproposal.
Following
discussion,
theexchange
TeslaBoard
rejected
the July
counterproposal
authorized
a revised
proposal
to acquire
SolarCity
at an exchange
ratiodiscuss
of 0.105x•
July 26,
2016:
SolarCity
communicated
a revised
counterproposal
at an
ratio
of 0.1265x•
July
27, 2016:
Tesla
Board
met
to
review
diligence
updates
and
discuss
valuation,
including
the
July
26th
counterproposal.
The
Tesla
Board
rejected
the
July26th
counterproposal
and
agreed
to
a
revised
proposal
at
an
exchange
ratioa
of
0.110x,
to
which
SolarCity
agreed•
July
30,
2016:
The
Tesla
Board
approved
the
proposed
merger•
July
31
agreement
was
27
?
TESLA.COM•
August
1,
2016:
Tesla
and
SolarCity
announced
that
they
entered
into
merger agreement

INVESTOR
OUTREACHTesla
management
and independent
directors
have
activelyengaged
with investors•
Tesla conducted
investor
outreach,including extensive conversations
with
toph h of
ldeTesla’s
gaged es
o sshareholders•
Tesla’s discussions
with
have
helpedthem
better
understand
theit strategic
rationale,capital
structure ofcomprehensive
SolarCity
and
processOVERNUMEROUSDISCUSSIONS•
The vast
majority
large
institutionalinvestors
theinvestors
strategic
rationale
of thecombination
and how
accelerates
Tesla’s longtermstrategyT
l ti t ti l ith
itWITH
TESLA’S LARGESTSHAREHOLDERS28
? TESLA.COM•
Tesla
continues
to actively engageunderstand
with itsshareholder
base

POSITIVE
ANDthat
MARKET
SENTIMENTTesla
isn’t just aitself.
car company
looking
to the
buyprocess
asolar company.
It’s also
a battery
tothis,
linkthe
its moresense
two biggestitmarkets:
greater
importance,
Musk has a INVESTOR
marketadvantage
his competitors
arguably
don’t:Tesla
The cost
carmaker
is in
ofmanufacture
what
But thecompany
morenoted
we thatwants
researched
made
to energyOf
combine
Tesla
with
solarpanels.
We believe
they(electriccars).
can make
betterproducts
efficiently
There are
likely
synergies
to operatingoverlaps…Management
has
$150million
synergies,
which
we29think
is easilyachievablesupply
(solar)
with
energy
demand
Cheap and efficient
batteries
whatmake
Tesla
cars due
possible,
and
they
have thepotential
to
change
the
economics
ofinsolar,too.News
Juneto
constructing
a factory
tothem
itthinks
will beefficiently,
the most
advanced
battery
yet.The
advantages
of this
battery
areare
plainlyevident
for Tesla
cars
reliant
on
batterypower,
but the
perceived
synergies
of suchan
advance extend
Solar
City.products,
make
more
andrealize
tremendous
savings
by
selling
thetwo
products
together.Ronald
Baron,
Founder,
Baron
Capital,August
4,
2016Cowen,
September
8,
2016Bloomberg
News,
29,
2016TSLA
retail
stores
offer
SCTY
the ability
reduce
customer
acquisitionsituation…[and]Forbes,
August 8,of2016The
combination
of Tesla
Motors
anda SolarCityis
inevitable,
offers
attractive
financial
returns toIf
so
inclined,
you
could greater
provide
for tosignificantly
all ofthe
yourenergy
needs
withoutsolar
ever plus
leaving
the TeslaForget
the economies
which areThe
proposed
merger
[brings]
widelyrecognized
brand
to the
solar industry
whichcosts
andnot
improve
cash
flow
drive
customer
ramp
of
differentiated
storageproducts
as
well
as
battery
packs…FromTSLA’s
standpoint,
the
acquisition
makesexecution
on
the
Powerwall
side
much
easierand
hardershareholders
of
both
companies,
and
creates
arenewable
energy
leader
that
is
uniquelypositioned
to
catalyze
a
transformation
of
theenergy
and
transportation
industries.Avondale
Partners,
June
28,
2016family.
scale (significant),
that’s can
just reduce
powerful
branding. Andadding
to solarTSLA’s
is aboutretailsales
to becomeincreasingly
common,
according to a recentanalysis
bysolar
Bloomberg
Finance.News
21 couldTSLA’s29
acceptance?
ofroof-top
solar…SCTY
customeracquisition
costbatteries
by
leveraging
network and brand
recognition…There
isnothing in the
industryNew
withEnergy
brandawareness
even June
approaching
TESLA.COMDeutsche
Bank,
June
22,
2016Bloomberg
News,
21,
2016
Barclays, June 22, 2016

I V . CONCLUSION30 ? TESLA.COM

A
HIGHLY COMPLEMENTARY,
STRATEGIC
COMBINATIONS
TRATEG
I C energy
C O M products•
B I N A TWith
I O Na C
R E AS,TModel
E S T X,
HE
S O Npanel
L Y system,
I N T E and
G RaAPowerwall,
T E D S Uconsumers
STAINA
B deploy
L EENERGY
COMPANY•
Creates
aefficient
vertically
energy
company
offering
end-to-end
clean
Model
orWOR
ModelLADDRESSAB
3,Da’ solar
can
andmarket
consume
in an
andintegrated
sustainable
way,
loweringcosts
minimizing
dependence
on fossil annual
fuels and
the utility
gridEXPANDS
L E Huge
M A Ropportunity
K E T• Expands
total
addressable
to
includeenergy
the
solar
market,
a $12bn(1)
market in
the
alone
that and
is expected
to grow
a compounded
growth
rate of15%
20%
in the next
5 years•
in roofTesla’s
five
US
households
replace
roofs
each
year•
Customers
ofTesla’s
theUS
twoexperience
companies
have
shared
idealsatand
benefit
from the combined
offerings
ofand
solar
products,
energy
storage
andbyelectric
vehiclesL
Emarket
Vmore
E R as
Aaesthetically
G E million
SCOR
E
COMPETENC
I
E
S
O
F
E
A
C
H
COMPANY•
in
design,
engineering,
and
manufacturing
will
help
to
advance
solar
panel
technology,
including
making
solar
panels
pleasing•
Combination
enables
Tesla
to
provide
the
best
possible
installation
service
for
Powerwalls
and
charging
systems
by
utilizing
SolarCity’s
best-in-class
installation
team
andalso
allows
Tesla
to
leverage
SolarCity’s
expertise
in
offering
customer-friendly
financing
productsS and
U Bcorporate
STANT
Ioverhead
A L C O savings•
S T E F FLeverage
I C I E NGigafactory’s
C I E S A N global
DREV
E Nbattery
U E S cell
Y Nproduction
E R G I E facility
S• $150mm
of directproduction
cost synergies
expected
in the first
full
year
after
closing,
driven
by
sales
&
marketing
efficiencies
&
scale
for
reduced
costs•
Drive
revenue
synergies
through
simplifying
access
to
sustainable
energy
products
and
leveraging
complementary
channel
strengthsG
R
E
A
T
C
U
L
T
U
R
A
L
F
I
T31
?
TESLA.COM•
Shared
mission
of
sustainability,
innovation
and
overcoming challenges that stand in the way of progress toward these goals(1) Value of new US residential and commercial and industrial solar installations

APPENDIX32 ? TESLA.COM

TESLA
OVERVIEW•
Leading
vertically
integrated
provider of
high-performance
fully electric
vehicles
andcustomers
energystorage
productsD
i d hi
l i i biliti flexibility;
bi d ith t h high-performance
i l d t f t i t id t ithTesla
FactsNASDAQ:
TSLA–orDesign
and vehicle
engineering
capabilities,
combined
with
advancements
of powertrain
system,
provide
withlong
range
and
recharging
without
compromised
functionality;
and energy
efficiency
andattractive
costtechnical
of ownership–
Established
network
of
vehicle
sales and
service
centers
and
Supercharger
stations
Building
batteryenergy
manufacturing
facilitydesign
– Gigafactory
to
integratethe•
battery
material,
cell, module
battery
pack
production
in
onelocation
for use
in
electric
• Founded:
2003•
Based:
Palo Alto,
CA•globally–
Employees:
13,058*and
storage
applications•
Mission: –
Accelerate
Electric
vehicles–
Plannedand
production
model:
Model 3energy•
(mass-market
affordable
vehicle)vehicles
withMarket
volume
production
and
deliveries
scheduled
for lateLeveraged
2017–
Current
production
models:
Modeltechnologies
S (luxury
sedan)
and
Model
X
(crossover/SUV)world’s
transition
tosustainable
2015
Revenue:
$4bn(GAAP)•
cap:
~
$29.9bn**•
Energy
storage
products–
vehicles’
energy
management
and
manufacturing
processes
to
develop
energy
storage
products
for
use
inhomes,
commercial
sites
and
utilities–
Began
production
and
deliveries
of
energy
storage
products

6.4
kWh
Powerwall
for
residential
applications and 100 kWhPowerpack for commercial and industrial applications – in Q3 2015• Retail locations: >190*As of 12/31/15**As of 10/20/1633 ? TESLA.COM

SOLARCITY
OVERVIEW• America’s
#1 installer
of residential
and commercial
solar; provides
homeowners,
businessesinstallation,
andgovernment
organizations
with solar energy
as a serviceF
ll ti ll technology
i t t d h l fi iand
i i fsignificant
t i i t ll ti it i
d i tSolarCity
FactsNASDAQ:
Fully
integrated
sales,
financing,
engineering,
manufacturing,
monitoring
and maintenance–
Leveraging
differentiated
scale
to drive down
the cost grid•
of SCTY–
solar energy
tovertically
an• affordable
level approach:
for
moreSan
and
morepeople
across
the US
and, eventually,
world– Focus
technology-based
solutions
build
a 285,000
cleaner, more
affordable,
more
resilient
distribution
285 000
Founded:
2006•
Based:
Mateo,
CA• Employees:
~ 12,000*•
Mission:the
SpeedSince
2006,oninstalled
solar
energy
systemstofor
overthat
customers–
More
than2015
100,000 energy
new
installations
in 2015–2006
Deployed
778
megawatts
and
installed
870
megawatts
in
2015• Primary
solar
offerings:widespread
adoption
ofsolar
power
by offeringproducts
save
ourcustomers
money•
Revenue:
~
$400mm–
Residential
and
commercial:
SolarLease
(lease
panels
to
customer);
SolarPPA
(install
panels
and
customer
pays
for
energy
produced);MyPower
(loan
to
purchase
panels);
upfront
purchase
(includes
federalDispatchable
tax benefit); Utility-Scale
PowerGuide Energy
(monitoring
solution)–
Utilitysolutions
and gridtoservices:
Utility-Scale
(solar power
plants);
Distributed
Energy Solutions
(work• Market
with grid
operators
to createincreased
flexibility
and resiliency);
Storage
storage
manage
load andSolar
capacity)•
channels
include
door-to-door
centers
cap:
~ $2bn***As
of 12/31/15**As
of
10/20/1634
? TESLA.COMDistribution
direct outside
sales(use
force,
door to sales, call
centers, peak
channelpartner
network (e.g.,
Home
Depotforce
and Best
Buy) andsales
customer
referral program

BIOS
OF L
PRESENTERSElon
Musk has
served Chairman
as Tesla’s and
Chief
Executive
Officer since O
October
2008
and
Chairman
ofTesla’s
Board
Directors
since April
2004.
Mr. Musksince
has 2014.
also served
as Chief
Officer,E
ON
M U S KIndependent
Director
Chief
Executive
BYN
DEN
H as
OL
MRobyn
M.and
Denholm
hasofof
served
Tesla’s
Board
of Directors
also
servesExecutive
on
Board
and has
previously
servedfor
on satellite
Echelon
Corporation’s
Board
from
2008 toOfficerR
December 2013
pChief
Technology
Chairman
SpaceonExploration
Corporation,
aShe
companywhich
is ABBLtd.’s
developing
and
launching
advanced
rockets
eventually
human
transportation(“SpaceX”),
since
May
2002, and
asOfficer
Chairman
of
SolarCity
Corporation,
solarTechnologies
installation
company(“SolarCity”),
since July
2006.Prior
to SpaceX,
Mr.
Musk 1999.
co-founded
PayPal,
anand
electronic
payment
system,
which was acquired
byeBay
inp–
October
2002,
and Zip2
Corporation,
a provider
ofaInternet
enterprise
software
and
services,which
was acquired
by
Compaq
in
March
Mr.
Musk
holds
a
B.A.
in
physics
from
the
UniversityB
S
Pennsylvaniap
y
on
both
company’s
boards,
she
served
as
an
independent
board
member
and
as
a
member
of
theAudit
Committee.
From
July
2013
until
February
2016,
Ms.
Denholm
served
as
Executive
VicePresident
and
Chief
Financial
and
Operations
Officer
of
Juniper,
which
she
had
joined
in
August
2007as
Executive
Vice
President
andMicrosystems
Chief Financial
Officer. In1996
thesetoroles
she 2007,
helpedincluding
Juniper achieverecord
revenuesofwhile
delivering
breakthrough
innovations
toPresident
customers.Prior
to joining
Juniper,
Ms. and
Denholm
served
in various
executive
roles
at
Sun
fromJanuary
August
Senior
Vice
President
Corporate
Strategic
Planning,Senior
Vice
of
Finance,
and
Vice
President
Corporate
Controller
(Chief
Accounting
Pennsylvania
and a finance
B.S. in business
from theDenholm
Wharton is
School
of the
She also
servedand
at Toyotaa Motor
CorporationinAustralia
for from
seventhe
years
and at ArthurAndersen
Companydegree
foroffive
years
in various
assignments.Ms.
a Fellow
of University
the
Instituteof
ofPennsylvania.Officer).
Chartered
Accountants
Australia
Bachelor’sdegree
Economics
University
of Sydney and a&
Master’s
inCounsel
Commerce
from
theUniversity
ofANew
South
Wales.In
2011, Ms.
Denholm
was
a Bay Area
CFO
of the of
Year
finalist
andholds
she was
recently
named
onJournal’s
Women
of Influence
ListTODD
MARONGeneral
and
Corporate
SecretaryJ
S
O
N
W
H
E
E
L
ERChief
Financial
OfficerSilicon
Valley
Business
Journal
s
List.Jason
Wheeler
has
served
as
Tesla’s
Chief
Financial
Officer
since
November
2015.Prior
to joining Tesla,
Mr.September
Wheeler served
as ?Vice
President of Finance
Google,
where hehas
hadTodd
Maron
served
Tesla’s General
Counseland
since HewlettPackard
September 2014,ashaving
previouslyworked
as Tesla’s
Deputy
General
since
2013.35
TESLA.COMworked
foratover
also worked
at has
Booz
AllenasHamilton
as an
associate
senior
financial
bachelor’s
degreeCounsel
in finance,
summa cum laude,from
Colorado State University
and13
anyears.
MBAHe
from Harvard
Business
School.Prior
to joining
Tesla,
Todd wasata partner
at Jaffe and aClemens
and prioranalyst.
to that He
washolds
an a
associate
School
ofatIrell
Law. & Manella. Todd is a member of the Los Angeles Center for Law and Justice’s Board ofDirectors, and holds a BA with honors from the University of Michigan and a JD from the New YorkUniversity

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