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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:

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“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.

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.

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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.

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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.

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

Sincerely,

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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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Tesla improves Dashcam playback with awesome addition

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Image Credit: The Kilowatts/Twitter

Tesla has improved Dashcam playback with an awesome new addition, as the company has launched a web-based version that is potentially easier to navigate and operate.

The tool is available at dashcam.tesla.com and will be enabled as your vehicle receives the 2026.20 Software Version. Clips that are captured by your Tesla will be available on the Online Dashcam Clip Viewer once the files on your car’s storage drive are encrypted.

Not a Tesla App first noticed the new feature, and states that once your Tesla updates to 2026.20, the car will automatically protect the clips with an encryption key that is uniquely tied to your owner account.

The web-based viewer should be easier to operate for most. All you will do is head over to dashcam.tesla.com and log in using your account credentials.

Ensure your vehicle is updated to 2026.20 in order for the web-based viewer tool to fetch your vehicle’s saved dashcam clips.

Currently, only a small percentage of owners are updated to this, so it may be a couple of weeks until a majority of owners in the fleet are able to access this feature.

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Watching Dashcam clips on the Tesla smartphone app is quick and convenient, as they can also be easily downloaded and stored right on your smartphone.

However, the clips are sometimes tougher to navigate, and in order to get details like self-driving activation, speed, and turn signals, owners have to screen record the Tesla app and crop out the rest of the screen.

It could also be a massive storage saver as you’ll be able to download the Dashcam clips from the online viewer and save them to your laptop, desktop, a flash drive, or even an external hard drive. This will keep all your clips in one place.

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Tesla Full Self-Driving attempts 150-mile stress test: the good and the bad

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Credit: TESLARATI

I recently took my Tesla Model Y running Full Self-Driving (Supervised) v14.3.3 over 150 miles on the Pennsylvania Turnpike in an effort to truly put the system under a stress test. There were a lot of good moments, and some bad, but overall, Full Self-Driving impressed me.

Last Thursday, I decided it was time to visit the Flight 93 National Memorial near Shanksville, PA. I go a few times a year, and it was a beautiful day. Others have taken some pretty lengthy drives using FSD, but I haven’t had the opportunity to really do something lengthy in quite a few months on an older version. I decided it was the perfect opportunity to try some things out.

I recorded the entire ride there on a GoPro, edited to highlight the crucial moments, and shared them on our social media accounts. If you want to watch them, I’ll share them throughout the piece, but I did not get to do a real breakdown of what I felt about its performance.

Overall Thoughts

I realize it is probably better to do a summation of its performance toward the end of the piece, but I feel like it is also reasonable to lead with this because I was overly impressed with how well it handled everything. The only moments where I felt a little bit of reason to touch the wheel, at least while traveling on the Turnpike and Rt. 30, were due to other drivers and their behaviors.

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I have taken many drives to the Memorial over the past several years, and although it’s not incredibly long, it is a tiring drive. It’s about five hours both ways, close to 300 miles, and I think most of the exhaustion comes from the toll of sitting in the car and then visiting something that is pretty heavy to take in.

This was the first time I’ve ever taken the ride and not felt like I needed to avoid my vehicle after I got home. In the past, I could not even think about driving after I finally arrived at my house, but this was simply different.

It was nice to have something else take the drive for me, while I still had the freedom to take over if I chose to. It made the entire trip more enjoyable.

Full Self-Driving Recognizes Lane-Ending Arrows on Road

After traveling in the fast lane for a little while, FSD noticed the arrows on the road indicating the lane was coming to an end ahead. The car was also in the process of making a pass on a slower vehicle in the middle lane, but aborted this maneuver and backed off to get behind the vehicle.

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I was really impressed by this because I thought that the car would absolutely try to make the pass, only to get in front of the other car, and then slow back down to 75 MPH:

Full Self-Driving Notices Veering Tractor Trailer, Adjusts Lane Positioning

My two rules of the road are never cruise in the fast lane and never drive next to a tractor-trailer. This clip is a perfect example as to why.

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FSD v14.3.3 recognized this tractor-trailer attempting to change lanes while we were still next to it. The car shifted its lane positioning to the shoulder slightly to make room for the merging semi, executed the pass safely, and on we went.

I will admit this one made me a little nervous, but more so because of the 18-wheeler, and not because of the Tesla:

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Full Self-Driving Follows the Rules of Tunnel Travel

Many people who are not familiar with Full Self-Driving and its capabilities are pretty limited in what they know about the really simple things it does well. Part of supervising FSD is being aware of things it might make mistakes with, and anticipating maneuvers it might want to make at the wrong time.

Entering the Blue Mountain Tunnel on the Turnpike, I was ready for FSD to attempt to get back into the right lane after making a pass on a tractor-trailer, but I was pleasantly surprised. Several signs outside the tunnel advise drivers to stay in the lane they’ve chosen while driving through the tunnel; this eliminates the possibility of an accident caused by lane changes, which would impede traffic on a crucial logistics route.

I was happy to see that Tesla Full Self-Driving v14.3.3 did not make this mistake:

Full Self-Driving Navigates Toll Plazas with Ease

I was interested to see how FSD would handle toll plazas, including the speed at which it would travel through them, and whether it would stop on the Turnpike at these booths, which have since been transitioned to a “Toll by Plate” system, which mails you a bill.

It was flawless:

Full Self-Driving Still Struggles with Parking from Time to Time

Since I took delivery in late August, I’ve never had a single instance of my Tesla struggling to park at a Supercharger. Other spots at the mall, market, or gym are another story.

This was the first time it did such a terrible job of backing into a spot. This required me to take over and manually park at another charger:

Full Self-Driving Gets Confused After Arriving at Its Destination

This was the first time I have ever experienced FSD getting confused and just circling the lot. The navigation continued to reroute to try to resolve the issue, but after four laps, I decided it was time to overtake the car’s controls and park manually:

This was a baffling behavior that I truly couldn’t explain. Other owners communicated that they have also experienced this issue.

Final Thoughts

I am so incredibly impressed by FSD that it has really made traveling stress-free. The two issues related to parking were not ideal, but to be fair, I usually take over when arriving at parking lots. However, this shortcoming is something Tesla has to make some serious progress with, because parking has truly stumped FSD at times.

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Solving that will be a major breakthrough for autonomy, but Tesla has struggled with it for some time.

All in all, FSD v14.3.3 is unbelievably accurate and handles many of the more stressful maneuvers with ease, one of them being avoiding merging traffic on highways, which was shown above.

Some things that would be great to see improvements on are parking, Speed Profiles, which are relatively tough to adjust (I stayed in Standard for the duration of this drive), and, of course, navigation.

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SpaceX’s amended S-1 is sparking a major Tesla merger conversation

A single line in SpaceX’s amended S-1 just sent Tesla stock down 5% in one day.

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A single line buried in SpaceX’s amended S-1 filing is doing more to move Tesla’s stock price than anything Tesla itself has announced in months. The clause, disclosed as SpaceX prepares for what could be the largest IPO in Wall Street history, states that the company “may issue a significant amount of equity in connection with future transactions.” While this may be seen as boilerplate language in S-1 filings, the historical ties between SpaceX and Tesla, and with Elon Musk reportedly discussing a possible merger with close colleagues, investors are interpreting it as something closer to a signal.

The concern among institutional investors like Gary Black, managing director of The Future Fund, pointed directly to the amended filing on X, saying it “strongly suggests more SPCX equity will be issued,” which could potentially be used to acquire Tesla. He estimated such a deal could be 28% dilutive to Tesla shareholders since SpaceX would likely command a significantly higher valuation multiple. Black added that institutional investors he knows hate the idea of a combination because they prefer pure plays over conglomerates, which he said “nearly always gravitate to the lowest common multiple.”

The Tesla and SpaceX merger everyone is talking about is quietly building

The bull case runs the math differently. Tesla influencer and retail shareholder advocate AleXandra Merz pushed back on what she called a widespread misunderstanding of how merger-of-equals deals actually work. Rather than simply splitting the difference between two market caps, a merger exchange ratio is negotiated based on relative fair market values, meaning the lower valued company typically sees its stock reprice upward toward the deal value.

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Under her model, SpaceX enters at a $2.5 trillion valuation and Tesla at $1.6 trillion, producing a combined entity worth $4.1 trillion split evenly between both shareholder groups. That implies Tesla’s side of the deal would be valued at $2.05 trillion, a gain of roughly $450 billion from its current market cap. She cited Dow-DuPont and CBS-Viacom as historical examples of how markets reprice both companies toward the announced exchange ratio after a deal is unveiled.


The SpaceX S-1 amendments also revealed just how much financial infrastructure already binds the two companies together. As Teslarati has reported, SpaceX purchased $697 million in Tesla Megapacks, $131 million in Cybertrucks, and the two companies have shared supply chain resources, and semiconductor fabrication plans since well before any merger conversation became public. A retail poll by Tesla influencer Sawyer Merritt is finding that 36% of respondents do not plan to buy SpaceX shares at IPO and 15.3% saying their decision depends on the valuation.


Whether the merger happens or not, the amended filing is seemingly moving markets and sharpened a debate that is no longer theoretical. SpaceX is weeks away from trading publicly, and Tesla shareholders are now watching every word of every filing for clues about what Musk plans to do next.

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