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Tesla makes offer to acquire SolarCity, Elon Musk doubles down

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BREAKING: Tesla’s board of directors has made a bid to acquire SolarCity. The proposed acquisition of SolarCity by Tesla would amount to an approximate $2.8 billion stock-only deal or a premium of 21% to 30% over today’s SolarCity (NASDAQ:SCTY) closing price.

The two companies have shared history with one another through strategic partnerships that have allowed each company to leverage its core technology to provide clean energy and off-grid energy storage. Not only do both companies share a mission rooted in accelerating the transition to a sustainable energy future, they also share arguably the most critical component to driving this mission forward – Elon Musk.

Musk sits as chairman at SolarCity and also the largest individual shareholder of the company. He’s also majority shareholder and CEO at Tesla, now split into automotive division Tesla Motors, and Tesla Energy which designs and manufacturers the Powerall and Powerpack lithium-ion battery storage system used in SolarCity’s massive solar power projects.

By combining the two entities, Tesla will be able to effectively control design, strategy, and production by ultimately unifying operations under a single umbrella. Tesla’s statement reads:

“We believe that the possibilities for product, service and operational synergies would be substantial, and that a combination would allow our companies to build on our respective core competencies and remain at the forefront of delivering innovative approaches for sustainable transportation and energy.”

Full Statement from Tesla:

Tesla’s mission has always been tied to sustainability. We seek to accelerate the world’s transition to sustainable transportation by offering increasingly affordable electric vehicles. And in March 2015, we launched Tesla Energy, which through the Powerwall and Powerpack allow homeowners, business owners and utilities to benefit from renewable energy storage.

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It’s now time to complete the picture. Tesla customers can drive clean cars and they can use our battery packs to help consume energy more efficiently, but they still need access to the most sustainable energy source that’s available: the sun.

The SolarCity team has built its company into the clear solar industry leader in the residential, commercial and industrial markets, with significant scale and growing customer penetration. They have made it easy for customers to switch to clean energy while still providing the best customer experience. We’ve seen this all firsthand through our partnership with SolarCity on a variety of use cases, including those where SolarCity uses Tesla battery packs as part of its solar projects.

So, we’re excited to announce that Tesla today has made an offer to acquire SolarCity. A copy of Tesla’s offer is provided below.

If completed, we believe that a combination of Tesla and SolarCity would provide significant benefits to our shareholders, customers and employees:

  • We would be the world’s only vertically integrated energy company offering end-to-end clean energy products to our customers. This would start with the car that you drive and the energy that you use to charge it, and would extend to how everything else in your home or business is powered. With your Model S, Model X, or Model 3, your solar panel system, and your Powerwall all in place, you would be able to deploy and consume energy in the most efficient and sustainable way possible, lowering your costs and minimizing your dependence on fossil fuels and the grid.
  • We would be able to expand our addressable market further than either company could do separately. Because of the shared ideals of the companies and our customers, those who are interested in buying Tesla vehicles or Powerwalls are naturally interested in going solar, and the reverse is true as well. When brought together by the high foot traffic that is drawn to Tesla’s stores, everyone should benefit.
  • We would be able to maximize and build on the core competencies of each company. Tesla’s experience in design, engineering, and manufacturing should help continue to advance solar panel technology, including by making solar panels add to the look of your home. Similarly, SolarCity’s wide network of sales and distribution channels and expertise in offering customer-friendly financing products would significantly benefit Tesla and its customers.
  • We would be able to provide the best possible installation service for all of our clean energy products. SolarCity is the best at installing solar panel systems, and that expertise translates seamlessly to the installation of Powerwalls and charging systems for Tesla vehicles.
  • Culturally, this is a great fit. Both companies are driven by a mission of sustainability, innovation, and overcoming any challenges that stand in the way of progress.

Today’s offer to acquire SolarCity is only the first step toward a successful combination of Tesla and SolarCity. We will provide a further update if and when an agreement is reached.

June 20, 2016

Mr. Lyndon R. Rive
Chief Executive Officer
SolarCity Corporation
3055 Clearview Way
San Mateo, CA 94402

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Dear Lyndon:

We are pleased to submit to you and the SolarCity board of directors a proposal to acquire all of the outstanding shares of common stock of SolarCity in exchange for Tesla common shares.  Subject to completing due diligence, we propose an exchange ratio of 0.122x to 0.131x shares of Tesla common stock for each share of SolarCity common stock. This proposal represents a value of $26.50 to $28.50 per share, or a premium of approximately 21% to 30% over the closing price of SolarCity’s shares, based on today’s closing price of SolarCity’s shares and the 5-day volume weighted average price of Tesla shares. We believe that our proposal offers fair and compelling value for SolarCity and its stockholders, while also giving SolarCity’s stockholders the opportunity to receive Tesla common stock at a premium exchange ratio and the opportunity to participate in the success of the combined company through their ongoing ownership of Tesla stock.

The board of directors of Tesla is excited at the prospect of a potential combination of SolarCity’s business with Tesla. We believe that the possibilities for product, service and operational synergies would be substantial, and that a combination would allow our companies to build on our respective core competencies and remain at the forefront of delivering innovative approaches for sustainable transportation and energy. We believe that a combination would generate significant benefits for stockholders, customers and employees of both Tesla and SolarCity.

We are committed to a possible transaction that is fair to SolarCity’s and Tesla’s respective stockholders.  To help ensure that, Tesla is prepared to make the consummation of a combination of our companies subject to the approval of a majority of disinterested stockholders of both SolarCity and Tesla voting on the transaction. In addition, as a result of their overlapping directorships, Elon Musk and Antonio Gracias have recused themselves from voting on this proposal at the Tesla board meeting at which it was approved, and will recuse themselves from voting on this proposal at the SolarCity board as well.  We believe that any transaction should be the result of full and fair deliberation and negotiation by both of our boards and the fully-informed consideration of our respective stockholders.

Our proposal is subject to the satisfactory completion of due diligence, the negotiation of mutually agreeable definitive transaction documents, and final approval by the Tesla board. While a transaction would be further subject to customary and usual closing conditions, we believe that Tesla is well positioned to negotiate and complete the transaction in an expedited manner. We do not anticipate significant regulatory or other obstacles in consummating a mutually beneficial transaction promptly.

In light of Elon Musk’s SEC disclosure obligations in his individual capacity as a stockholder of SolarCity this proposal will be publicly disclosed, but Tesla’s intention is to proceed only on a friendly basis.

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We look forward to discussing a potential transaction with you, and hope to expeditiously enter into a definitive agreement.

Sincerely,

The Board of Directors of
Tesla Motors, Inc.

Gene has been obsessed with cars since before he could legally sit in the front seat. Writer, researcher, unofficial CS support, accountant, native suit guy when needed, and overall stick poker. He approaches every story the way he approaches a road trip: with too much enthusiasm, not enough planning, and a surprisingly good outcome. gene@teslarati.com

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FCC green lights SpaceX’s move to a showdown with Verizon and AT&T

The FCC advanced plans opening 482 MHz to satellite phone service, boosting SpaceX’s Starlink Mobile.

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A hand holds a smartphone displaying the Starlink Mobile app interface showing a strong “Connected – Direct to Cell” signal, with a Starlink satellite beaming connectivity signals down to Earth from orbit. The background features the planet’s night side glowing with city lights against the curve of the atmosphere, set above a scenic twilight landscape.

The Federal Communications Commission voted Thursday to move forward with a proposal that would open an additional 482 MHz of spectrum to satellite service beamed directly to ordinary phones, a step that could widen the road for SpaceX’s Starlink Mobile to compete with the country’s largest wireless carriers.

The commission adopted the notice of proposed rulemaking at its October open meeting in Washington, Reuters reported. The proposal would raise the number of bands eligible for Supplemental Coverage from Space from five to 13, according to the FCC fact sheet. Commissioners also advanced a companion item proposing an auction of 25 MHz in the 1675 to 1695 MHz and 2020 to 2025 MHz bands, which could be used for terrestrial service, direct to device service or both.

Thursday’s vote does not hand any spectrum to SpaceX. It opens a public comment period, and final rules will come later. Under the draft, comments would be due 60 days after the notice is published in the Federal Register. The FCC had not released the adopted text at the time of writing, so it is not yet clear whether any bands were changed before the vote.

That question is where the fight now moves. AT&T, Verizon and T-Mobile, through industry group CTIA, asked the FCC to drop the 2.5 GHz and 3.45 GHz bands, which make up 290 MHz of the 482 MHz on the table, as Teslarati reported ahead of the vote. T-Mobile argued satellite interference could wipe out up to 96% of a cell site’s uplink coverage area. SpaceX asked the commission to go the other way and add the 902 to 928 MHz band.

The rule change that matters most to SpaceX may be a structural one. Today, a satellite operator must lease spectrum from every carrier holding co-channel licenses across an entire region such as the contiguous United States. The proposal would replace that with a certification that the operator has coexistence agreements covering only the areas it plans to serve, or that it holds the terrestrial licenses itself.

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SpaceX has spent this year building that second path. It bought EchoStar’s AWS-4 and H-block licenses in a deal worth roughly $17 billion, and earlier this month agreed to acquire Grain Management’s nationwide 800 MHz portfolio, which the company said would pave the way for Starlink to become a major US mobile carrier. The FCC approved SpaceX’s purchase of three unused AWS-3 licenses from Tristar on October 21, and cleared its plan for 15,000 next generation direct to cell satellites on October 6.

The regulator has not always sided with SpaceX. In April, the FCC dismissed a SpaceX petition seeking access to Mobile Satellite Service spectrum held by incumbents, and it rejected 2.5 GHz for satellite coverage when it first adopted the framework in 2024.

The carriers are also building their own defenses. In May, the three companies agreed in principle to form a joint venture pooling spectrum for satellite service, and T-Mobile remains SpaceX’s US launch partner for Starlink Mobile even as it leads the push to keep satellites out of 2.5 GHz. SpaceX President Gwynne Shotwell has said service on SpaceX’s own airwaves is targeted for early 2028.

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Tesla’s Roadster appearance at SpaceX has merger watchers talking

Tesla’s next generation Roadster was spotted at SpaceX’s Hawthorne headquarters, two weeks after its unveiling.

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The Roadster’s rear wing, one of the aerodynamic elements Tesla pairs with a fan-based downforce system. (Image: Tesla)

Tesla’s next generation Roadster turned up at SpaceX’s headquarters in Hawthorne, California on Wednesday, less than two weeks after the car flew off a ramp at its unveiling in Texas.

Photos shared on X by SpaceX Engineer (@DeannaRiceSPCX) show the new Roadster parked outdoors beside the famed Falcon 9 that stands outside company headquarters at the corner of Crenshaw Boulevard and Jack Northrop Avenue. Rocket B1019 was the first orbital-class booster ever to land after a launch on December 21, 2015 after it sent 11 Orbcomm satellites to orbit and then flew back to Landing Zone 1 at Cape Canaveral, which would be the first landing in what became SpaceX’s reusable rocket program. SpaceX chose not to fly it again. After a test fire in Florida, the booster was shipped to Hawthorne and raised upright as a permanent monument in August 2016, as Teslarati reported at the time. Putting the Roadster, which flies on SpaceX cold gas thrusters, next to the rocket that started SpaceX’s landings is symbolic in itself.

The Thrust and Rocket versions of the Roadster use cold gas thrusters fed by composite overwrapped pressure vessels, the same type of tank SpaceX flies on Falcon 9, and Elon Musk described the car as the work of Tesla and SpaceX engineers working together. Tesla lists 0 to 60 mph in under 0.9 seconds for Thrust and under 0.59 seconds for Rocket, while the base Performance model relies on a fan and ground sealing system for grip, as Teslarati detailed in its breakdown of the three Roadster configurations.

Tesla has kept the car in the spotlight since the October 15 event near Waco. Last week, the company posted a video of the Roadster’s fighter jet inspired cockpit, including a Track Mode screen with a “Thruster · 5,500 PSI” readout, which we covered in our look at the Roadster’s center display. Musk also said owners will be able to ask the car to perform the stunts autonomously, and promised a looping track at Tesla’s Texas headquarters.

The visit comes as special committees at Tesla and SpaceX weigh a possible merger, a step Musk confirmed on SpaceX’s third quarter earnings call. The Roadster, built on SpaceX hardware, has become one of the clearest examples of the two companies already building products together.

Musk said at the unveiling that Roadster production will begin in 2028. Reservations are open with a $50,000 payment, Thrust is listed as a limited release and Rocket is invite only. Tesla says the car is not approved for public road use.

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Verizon, AT&T and T-Mobile are trying to shut Starlink out before FCC vote

AT&T, Verizon and T-Mobile want 290 MHz cut from an FCC satellite plan before Thursday.

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Starlink D2D direct to device vs Verizon, AT&T (Concept render by Grok)

AT&T, Verizon and T-Mobile are asking the Federal Communications Commission to pull nearly 300 MHz of spectrum out of a proposal that would let satellite companies like SpaceX offer cell service directly to ordinary phones. The request lands one day before the agency votes on it.

The FCC will vote Thursday, October 29, on a notice of proposed rulemaking that would make an additional 482 MHz available for direct to device service, expanding the number of eligible bands from five to 13, according to the FCC fact sheet. It would also scrap the rule requiring a satellite operator to lease spectrum from carriers, replacing it with a certification that the operator has coexistence agreements in place or holds the terrestrial license itself.

That second path matters for SpaceX. As Teslarati reported earlier this month, SpaceX agreed to buy Grain Management’s nationwide 800 MHz portfolio to turn Starlink Mobile into a full US carrier, adding to the spectrum it already bought from EchoStar.

The carriers want two bands removed, 2.5 GHz and 3.45 GHz, which make up 290 MHz of the 482 MHz on the table. Through industry group CTIA, they argued that about 300 million users depend on those bands and that satellite operations in them are not technically feasible. T-Mobile, which calls 2.5 GHz the foundation of its Ultra Capacity 5G network, said in its own filing that satellite interference could wipe out up to 96% of a cell site’s uplink coverage area and cut uplink speeds by 88% to 99%.

Executives from all three carriers met with FCC staff on October 20, and T-Mobile CEO Srini Gopalan met separately with FCC Chairman Brendan Carr. T-Mobile’s role stands out because it is still SpaceX’s US launch partner for Starlink Mobile. The three carriers have also teamed up on their own satellite joint venture to pool spectrum, a move widely seen as a response to Starlink.

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SpaceX is asking for the opposite. In an October 23 filing after meetings with FCC staff and commissioners’ offices, the company asked regulators to add the 902 to 928 MHz band to the proposal. “Doing so now saves time later,” SpaceX wrote. The company also asked the FCC to modernize interference rules and align satellite deployment requirements with those for terrestrial cell networks, saying the goal is to let satellite and ground networks work together so Americans stay connected wherever they are.

The carriers have not been shy about how they view SpaceX as a competitor. On Verizon’s third quarter earnings call Monday, its chief executive said Starlink Mobile “just can’t compete with a terrestrial network” and estimated SpaceX would need four to six years and $300 billion to $500 billion to build a full US carrier network.

Thursday’s vote will not settle which bands survive. Adopting the notice opens a public comment period, with final rules to come later in the proceeding. The FCC already considered and rejected 2.5 GHz for satellite coverage once, in 2024. SpaceX also is not the only satellite player watching: the FCC approved Amazon’s $11.6 billion acquisition of Globalstar on October 27, giving its planned direct to device fleet its own mobile satellite spectrum.

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