Tesla weighs a SpaceX merger. Its new $30 billion of credit carries a ratings test for one
Elon Musk said on Oct. 20 that Tesla and SpaceX formed committees to weigh a combination. Tesla's new $30 billion of bank credit ties what such a deal means for the loans to Tesla's credit ratings, the agreements show.
KeyVex News··5 min readFact-checked against 9 public recordsKeyVex News··5 min readFact-checked against 9 public records
TSLA$386.47▲ 3.4%Close, Oct. 21. Prices from Tiingo.The short versionTap to readTap to close
- Tesla's new credit agreements let the banks end their commitments if anyone gains more than half of Tesla's voting power, which the papers call a "change in control."
- Musk and his companies are exempt, but only if Tesla keeps investment-grade ratings with a stable or better outlook for a set period. Tesla's 2023 credit line exempted them with no ratings condition.
- If Tesla fails that test in a takeover, the deal becomes a change in control 60 days later, or at closing if later. The banks could then end commitments that totaled $30 billion at signing.
- The companies are already tied: Tesla's SpaceX shares were worth $2.87 billion on Sept. 30, and SpaceX owed Tesla $729 million, most of it billed ahead for Megapack batteries not yet delivered.
- Tesla's annual meeting is Dec. 3. None of its three proposals concerns SpaceX.
The news: Elon Musk, who runs both, said on Oct. 20 that Tesla and SpaceX each formed a committee of independent directors to weigh a combination, Fortune and 24/7 Wall St. reported. He also said treating a merger as a certainty "would be overstating it," both outlets reported.Fortune24/7 Wall St. Tesla's quarterly report, accepted by the SEC at 8:12 p.m. on Oct. 21, confirms its committee and says there is no assurance any deal will happen.10-Q
The loans: The same report filed the full text of three bank credit agreements Tesla signed and announced on Sept. 29, $30 billion in all.8-K10-Q They spell out what happens if Tesla combines with any company Musk controls. They do not name SpaceX. SpaceX's June prospectus said Musk would hold about 82.4% of its voting power after its IPO.Term loanProspectus
Why it matters: Any deal would need the special committee's recommendation. The loan papers attach a separate consequence the committee does not control: if Tesla fails a credit-ratings test around such a deal, the banks can end the credit lines.10-QTerm loan Tesla's 2023 credit line, which the new ones replaced, exempted Musk's companies from its change-in-control rule with no ratings test.2023 credit agreement8-K The filings don't say why the new terms were written.
Tesla's stock and the story's key datesDaily close, June 1 to Oct. 21, 2026 ▼ 7.1%Show chartHide chart
- 1June 12, 2026 SpaceX starts trading on Nasdaq. Tesla already owned SpaceX stock, from a $2 billion investment in March.
- 2Sept. 29, 2026 Tesla signs $30 billion of bank credit lines. Filed after the close. The agreements themselves were made public with the Oct. 21 quarterly report.
- 3Oct. 19, 2026 Tesla files its proxy for the Dec. 3 annual meeting. Three proposals, none of them about SpaceX.
- 4Oct. 20, 2026 Musk discloses the merger committees. On SpaceX's earnings call that evening, after the market closed.
- 5Oct. 21, 2026 Tesla reports its third quarter and files its 10-Q. The 10-Q confirms Tesla's special committee and includes the credit agreements.
View the data (100 trading days)
| Date | Close | Day change |
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| 2026-10-21 | $386.47 | +3.4% |
| 2026-10-20 | $373.71 | +1.5% |
| 2026-10-19 | $368.06 | +3.8% |
| 2026-10-16 | $354.72 | −2.1% |
| 2026-10-15 | $362.44 | −1.3% |
| 2026-10-14 | $367.16 | −2.2% |
| 2026-10-13 | $375.23 | −0.7% |
| 2026-10-12 | $378.03 | −1.2% |
| 2026-10-09 | $382.70 | +2.1% |
| 2026-10-08 | $375.00 | −0.7% |
| 2026-10-07 | $377.81 | −0.8% |
| 2026-10-06 | $380.68 | +0.5% |
| 2026-10-05 | $378.73 | +2.2% |
| 2026-10-02 | $370.59 | +4.7% |
| 2026-10-01 | $354.11 | −0.2% |
| 2026-09-30 | $354.81 | +0.6% |
| 2026-09-29 | $352.84 | −1.3% |
| 2026-09-28 | $357.45 | −3.9% |
| 2026-09-25 | $372.11 | −1.5% |
| 2026-09-24 | $377.94 | −0.6% |
| 2026-09-23 | $380.12 | +0.3% |
| 2026-09-22 | $378.90 | +1.0% |
| 2026-09-21 | $375.30 | +3.0% |
| 2026-09-18 | $364.27 | −0.5% |
| 2026-09-17 | $366.20 | +2.3% |
| 2026-09-16 | $358.08 | +0.4% |
| 2026-09-15 | $356.58 | −0.7% |
| 2026-09-14 | $358.97 | −1.8% |
| 2026-09-11 | $365.44 | +0.5% |
| 2026-09-10 | $363.56 | −1.2% |
| 2026-09-09 | $367.81 | −0.1% |
| 2026-09-08 | $368.16 | +4.0% |
| 2026-09-04 | $354.08 | −5.9% |
| 2026-09-03 | $376.37 | +5.4% |
| 2026-09-02 | $357.01 | +0.3% |
| 2026-09-01 | $356.09 | −3.2% |
| 2026-08-31 | $367.95 | +5.5% |
| 2026-08-28 | $348.75 | −1.7% |
| 2026-08-27 | $354.81 | +2.6% |
| 2026-08-26 | $345.82 | −1.3% |
| 2026-08-25 | $350.25 | +0.4% |
| 2026-08-24 | $348.95 | −3.8% |
| 2026-08-21 | $362.86 | +5.1% |
| 2026-08-20 | $345.13 | −1.7% |
| 2026-08-19 | $351.12 | +4.2% |
| 2026-08-18 | $336.87 | −0.7% |
| 2026-08-17 | $339.30 | −0.9% |
| 2026-08-14 | $342.27 | +0.7% |
| 2026-08-13 | $339.96 | +3.8% |
| 2026-08-12 | $327.51 | −1.6% |
| 2026-08-11 | $332.81 | +0.6% |
| 2026-08-10 | $330.88 | +0.7% |
| 2026-08-07 | $328.58 | +2.8% |
| 2026-08-06 | $319.53 | −0.6% |
| 2026-08-05 | $321.55 | −1.8% |
| 2026-08-04 | $327.35 | +1.6% |
| 2026-08-03 | $322.08 | +3.5% |
| 2026-07-31 | $311.21 | +0.8% |
| 2026-07-30 | $308.85 | +3.5% |
| 2026-07-29 | $298.32 | −3.0% |
| 2026-07-28 | $307.44 | −0.6% |
| 2026-07-27 | $309.22 | −1.2% |
| 2026-07-24 | $313.03 | −2.1% |
| 2026-07-23 | $319.69 | −14.5% |
| 2026-07-22 | $374.01 | −1.3% |
| 2026-07-21 | $378.93 | +2.5% |
| 2026-07-20 | $369.57 | −3.0% |
| 2026-07-17 | $380.84 | −2.6% |
| 2026-07-16 | $391.06 | −0.9% |
| 2026-07-15 | $394.46 | −0.4% |
| 2026-07-14 | $396.18 | +0.4% |
| 2026-07-13 | $394.76 | −3.2% |
| 2026-07-10 | $407.76 | +0.3% |
| 2026-07-09 | $406.55 | +3.2% |
| 2026-07-08 | $394.06 | −2.2% |
| 2026-07-07 | $402.90 | −4.0% |
| 2026-07-06 | $419.77 | +6.7% |
| 2026-07-02 | $393.45 | −7.5% |
| 2026-07-01 | $425.30 | +1.1% |
| 2026-06-30 | $420.60 | +2.1% |
| 2026-06-29 | $411.84 | +8.5% |
| 2026-06-26 | $379.71 | +1.2% |
| 2026-06-25 | $375.12 | −0.1% |
| 2026-06-24 | $375.53 | −1.6% |
| 2026-06-23 | $381.61 | −5.8% |
| 2026-06-22 | $405.05 | +1.1% |
| 2026-06-18 | $400.49 | +1.0% |
| 2026-06-17 | $396.38 | −2.0% |
| 2026-06-16 | $404.66 | −1.6% |
| 2026-06-15 | $411.15 | +1.2% |
| 2026-06-12 | $406.43 | +1.8% |
| 2026-06-11 | $399.15 | +4.6% |
| 2026-06-10 | $381.59 | −3.8% |
| 2026-06-09 | $396.68 | −3.0% |
| 2026-06-08 | $408.95 | +4.6% |
| 2026-06-05 | $391.00 | −6.6% |
| 2026-06-04 | $418.45 | −1.2% |
| 2026-06-03 | $423.70 | 0.0% |
| 2026-06-02 | $423.74 | +1.9% |
| 2026-06-01 | $415.88 |
Tesla closed at $386.47 on Oct. 21, up 3.4%. Source: Tiingo end-of-day closes, as traded, via KeyVex.
What the loan papers say
The biggest of the three is a $20 billion term loan Tesla can draw on for 18 months. The others are revolving lines, which Tesla can borrow from, repay and borrow again: $8 billion for five years and $2 billion for one.8-K No loans were outstanding when they were signed. Tesla said it does not currently plan to draw on them in 2026.8-K
Each agreement treats a "change in control" as an event of default, which lets lenders end their commitments and demand immediate repayment of anything outstanding. A change in control is someone gaining more than 50% of Tesla's voting power.Term loan8-K
Musk, his family and companies he controls are named "Permitted Holders." If one of them gains that control, or Tesla becomes wholly owned by a holding company they control, it does not count as a change in control, but only if Tesla passes a ratings test.Term loan5-year revolver364-day revolver
The test: investment-grade ratings, Baa3 or BBB- and up with a stable or better outlook, from at least two of Moody's, S&P and Fitch. It runs for 90 days from the public announcement of a signed deal agreement or a tender offer, or from the closing if there was no earlier announcement. It runs longer while a rating is on watch for a downgrade or carries a negative or developing outlook. The filings don't state Tesla's current ratings.Term loan
If Tesla fails the test in such a takeover, the deal becomes a change in control 60 days after the failure, or at closing if that comes later.Term loan
"Specified Merger" means any merger, consolidation, amalgamation, combination or similar transaction in which the Borrower merges, consolidates, amalgamates, combines or otherwise engages in a similar transaction with an entity (other than any wholly-owned Subsidiary of the Borrower) that is owned or Controlled, directly or indirectly, by Permitted Holders.
A merger like that is allowed only if Tesla is the surviving company and meets the same ratings test. A merger that breaks those terms is an immediate event of default, with no 60-day wait. The 2023 agreement did not allow Tesla to merge with an outside company at all; the new ones allow mergers Tesla survives. Afterward, Tesla may not guarantee more than $500 million of another company's debt unless that company guarantees Tesla's loans too.Term loan2023 credit agreement
What Musk said
Musk said he cannot take part in the committees' discussions because he is a conflicted party, Fortune reported.Fortune
It's an odd kabuki dance where two groups of people are talking and I can't be in the conversation.
"[T]he special committees have not reached agreement on the terms of any transaction," he said, according to 24/7 Wall St.24/7 Wall St. Musk said a deal would need the support of a majority of all outstanding Tesla shares, which he called "quite a high hurdle," both outlets reported. He also said he sees "a lot of merit to combining the companies," 24/7 Wall St. reported.Fortune24/7 Wall St. Tesla's 10-Q says any deal would also need any necessary shareholder approval.10-Q
The money already moving between them
Tesla had agreed to invest in xAI. After SpaceX acquired xAI in February, that became a right to buy SpaceX stock.DEF 14A In March, Tesla invested $2.00 billion in SpaceX common stock, under 1% of the company.10-Q SpaceX began trading on Nasdaq on June 12.SPCX prices
By Sept. 30, Tesla valued its shares at $2.87 billion, a $863 million gain for the year to date. The shares remain under sale restrictions from SpaceX's IPO until December.10-Q
Money runs the other way too. SpaceX bought $626 million of Tesla's Megapack batteries, its big grid-storage units, in the first nine months of the year, and owed Tesla $729 million on Sept. 30. Of that, $588 million was billed for Megapacks not yet delivered.10-Q
View the data
| Item | Amount | Note |
|---|---|---|
| Tesla's SpaceX shares (Value on Sept. 30) | $2.87B | $2,865 million fair value. Tesla paid $2.00 billion in March. |
| Owed to Tesla by SpaceX (Sept. 30) | $729M | $729 million receivable, of which $588 million was billed for Megapacks not yet delivered |
| SpaceX's Megapack purchases (January to September 2026) | $626M | $626 million of Tesla revenue, $221 million of it in the third quarter |
Source: Tesla Form 10-Q for the quarter ended Sept. 30, 2026, fair value table and related party transactions note.
The other side
Not everyone sees a combination as a good deal. Fortune's Shawn Tully wrote on Oct. 22 that a close examination of the claims made for the deal "points to an extremely risky wager that must perform never-before-seen heroics to reward shareholders." He argued SpaceX's shareholders would lose out and Tesla's would come out ahead.Fortune
For now, the next shareholder vote is on other business. The proxy statement for Tesla's Dec. 3 annual meeting, filed Oct. 19, has three proposals: three directors, executive pay and the auditor. None concerns SpaceX.DEF 14A
Also in the filings: Tesla's quarter
The quarterly results came out the same day, and the records don't tie them to the SpaceX talks. Tesla's third-quarter revenue was roughly flat from a year earlier at $28.0 billion. Its net income fell to $787 million from $1.37 billion. On its adjusted measure, which leaves out stock pay among other items, it earned $1.7 billion.8-K Of the quarter's stock pay, $275 million was for Musk's 2025 performance award.10-Q
What to watch
Tesla's annual meeting.
The IPO sale restrictions on Tesla's SpaceX shares expire, per Tesla's 10-Q.
Tesla's $2 billion one-year credit line comes due, per its Sept. 29 8-K.
The paper trail
Tesla's SEC filings cited here, Sept. 29 through Oct. 21, 2026, with the time EDGAR accepted each one.
| Filed (ET) | Form | Filer | What it shows |
|---|---|---|---|
| Sept. 29, 4:38 p.m. | 8-K | Tesla | Signs $30 billion of credit agreements; ends its $5 billion 2023 credit line. |
| Oct. 19, 6:15 a.m. | DEF 14A | Tesla | Proxy for the Dec. 3 annual meeting: three proposals, none on SpaceX. |
| Oct. 21, 4:41 p.m. | 8-K | Tesla | Third-quarter update: revenue $28.0 billion, net income $787 million. |
| Oct. 21, 8:12 p.m. | 10-Q | Tesla | Confirms the special committee; files the three credit agreements; SpaceX stake and Megapack sales. |
Related coverage
Sources
14 sources, 9 of them public records
Public records
- Tesla, Inc., Form 10-Q for the quarter ended Sept. 30, 2026SEC EDGAR · Oct. 21, 2026
- Tesla, Inc., Delayed Draw Term Loan Credit Agreement dated Sept. 29, 2026 (10-Q Exhibit 10.3)SEC EDGAR · Oct. 21, 2026
- Tesla, Inc., Five-Year Revolving Credit Agreement dated Sept. 29, 2026 (10-Q Exhibit 10.1)SEC EDGAR · Oct. 21, 2026
- Tesla, Inc., 364-Day Revolving Credit Agreement dated Sept. 29, 2026 (10-Q Exhibit 10.2)SEC EDGAR · Oct. 21, 2026
- Tesla, Inc., Form 8-K: entry into credit agreementsSEC EDGAR · Sept. 29, 2026
- Tesla, Inc., Form 8-K, Exhibit 99.1: Q3 2026 updateSEC EDGAR · Oct. 21, 2026
- Tesla, Inc., definitive proxy statement (DEF 14A) for the 2026 annual meetingSEC EDGAR · Oct. 19, 2026
- Tesla, Inc., Credit Agreement dated Jan. 20, 2023 (10-K Exhibit 10.59)SEC EDGAR · Jan. 31, 2023
- Space Exploration Technologies Corp., prospectus (Form 424B4) for its initial public offeringSEC EDGAR · June 12, 2026
Reporting
- "Elon Musk says Tesla and SpaceX are weighing a $3.5 trillion merger, without him in the room"Fortune · Oct. 20, 2026
- "Tesla and SpaceX Just Formed Special Committees to Weigh a Merger"24/7 Wall St. · Oct. 21, 2026
- "Elon Musk's dream merger is a nightmare for SpaceX shareholders" (Shawn Tully)Fortune · Oct. 22, 2026
Data
- End-of-day prices for TSLA and SPCX, and for SPY and QQQ on the chart (Tiingo)KeyVex · through Oct. 21, 2026
- The chart's Filings layer: KeyVex's Congress trade, insider trade, Form 144, 8-K and lobbying records for TSLAKeyVex · through Oct. 21, 2026
How we got these numbers
- Prices are end-of-day closes as traded, not adjusted for dividends. Daily moves are close to close. Every Tesla close in the chart's Story range is in its data table. The S&P 500 and Nasdaq 100 lines follow SPY and QQQ, also as traded, rebased to Tesla's close at the start of the range shown. Tesla's 2020 and 2022 stock splits are adjusted in the longer ranges. The Filings switch shows the filing markers from KeyVex's Tesla stock page, a selection of congressional trades, insider sales, Form 144 notices, 8-Ks and lobbying filings: not every filing, and not only those tied to this story.
- The loan terms are read from the three credit agreements Tesla filed as Exhibits 10.1, 10.2 and 10.3 to its 10-Q. The story quotes and paraphrases the $20 billion term loan; the two revolving agreements carry the same Change in Control, Permitted Holder, Specified Merger and ratings definitions. The 2023 comparison is the Change in Control definition in Tesla's Jan. 20, 2023 credit agreement, which exempted Permitted Holders without a ratings condition. This is a reading of the documents, not legal advice.
- Exact figures: SpaceX stake fair value $2,865 million (10-Q fair value table); nine-month gain $863 million; Megapack revenue from SpaceX $626 million for nine months and $221 million for the third quarter; receivable from SpaceX $729 million. Net income is net income attributable to common stockholders: $787 million in the third quarter of 2026, $1,373 million a year earlier; non-GAAP net income $1,697 million; revenue $28,046 million.
- The card photo was generated for KeyVex by an image model from a written scene description. It shows no real event, place or person.