1/ Question was raised earlier by @elonbachman and @Commuternyc others about Tesla’s 5.30’s and how they were offered. Many details perhaps might have been missed, so what follows is an attempt to help clear things up.
2/ First, virtually all HY deals done today are 144a w/reg rights. In other words, private placements sold to accredited investors, with a promise to register the bonds later – essentially exchanging the notes into PUBLIC bonds.
3/ And, when an issuer does that exchange, a registration statement must be filed.
4/ Tesla’s 144a was offered WITHOUT REG RIGHTS. Tesla is not going to register the 5.30’s. And, therefore, did not have to file anything with the SEC. The offering circular was prepared by its lawyers only.
5/ Here’s Tesla’s offering circular side by side with Transdigm’s. Note the difference in language and the absence of important clauses in Tesla’s vs. Transdigm’s. 
6/ remember, both are 144a initially, but only Transdigm has reg rights. The language surrounding the INITIAL sale is very similar between the two, as shown here.
7/ The difference is that Transdigm includes this disclosure on their cover and Tesla doesn’t.
8/ Here is the respective disclosure language around the subsequent future listing and how Transdigm will file a registration statement. Tesla is emphatically stating no intention to register. Again, side by side.
9/ Tesla tells you here that they will NOT register the bonds.
Now you know how the bonds were done, and when, and most importantly, why.
Cue Probes Reporter.
Cue Probes Reporter.
