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Tesla – SolarCity merger: the devil is in the details

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9 years ago

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On Monday August 1st, Tesla announced that it had reached a definitive agreement to acquire SolarCity. Tesla provided investors with an Investor Presentation slide set, and a 180 pages long Form 8-K filing.

Investor Presentation

In the slide presentation titled Tesla to acquire SolarCity, the company provided details for the proposed transaction.

Tesla would acquire SolarCity in an all-stock transaction valued at $2.6 billion. SolarCity shareholders will receive 0.110 shares of Tesla stock for each share of SolarCity valued at $25.37 per share. The transaction is expected to close in Q4 2016 and subject to the approval by a majority of disinterested shareholders at both SolarCity and Tesla, to be voted upon at each respective shareholder meeting.

The Tesla SolarCity “strategic” combination would:

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  • Accelerate the transition to sustainable energy
  • Create world’s only integrated sustainable energy company
  • Drive products development and innovation
  • Catalyze solar energy adoption
  • [Provide] substantial cost efficiencies.

The presentation stated that SolarCity provides best-in-class rooftop solar installation costs of $1.92 per watt as of 4Q15, and is America’s #1 vertically integrated provider of residential and commercial solar, with a 35% share of the residential market and 14% share of the commercial market in 2015. Tesla is the world’s fastest growing car company, with an 18% market share of the “large Luxury sedans”  in 2015 with its Model S.

The combined company would leverage Tesla’s design and manufacturing expertise:

  • Speed development of beautiful, differentiated and technologically superior products
  • Improve solar value proposition by integrating storage, reducing system cost and improving reliability
  • Fully integrate product suite for a seamless user experience, delivering an improved, lower-cost product for customers
  • Develop products for residential, commercial and grid-scale applications
  • Take advantage of SolarCity’s industry-leading project finance capabilities

One of the major points of the slide presentation is that the combined companies would provide “substantial cost efficiencies”, with $150 million of direct cost synergies expected to be achieved in the first full year after closing the transaction.

The cost synergies would be driven by sales and marketing efficiencies, and corporate and overhead savings. The value proposition is improved by lowering hardware costs, reducing installation and service costs, improving manufacturing efficiency, reducing customer acquisition costs, and cutting capital costs.

Form 8-K Filing

The very long document filing includes the usual boilerplate for merger transactions, but also reveals quite a few interesting tidbits, buried into the document. These are quotes from the document.

Stockholders of SolarCity will be asked to vote on the adoption and approval of the Merger Agreement and the Merger, and stockholders of Tesla will be asked to vote on the approval of the Merger and the Share Issuance, at special meetings of the stockholders of SolarCity and Tesla, respectively, that will be held on dates to be announced.

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“The Merger Agreement and the Merger be adopted and approved by stockholders of SolarCity, including by the holders of a majority of the total votes of shares of SolarCity common stock […] that are not owned by Mr. Elon Musk and the other directors. other than Nancy E. Pfund and Donald R. Kendall, Jr.”

Similarly, “the Merger and the Share Issuance be approved by the stockholders of Tesla, including by the holders of a majority of the total votes of shares of Tesla common stock […] that are not owned by Mr. Elon Musk and the other directors and the named executive officers of SolarCity and certain of their affiliates.”

This means that the approval will likely rely on mutual fund  managers and banks that hold large chunks of both Tesla and SolarCity stock.

As part of the agreement, SolarCity has a 45-day period known as a “go-shop”, which runs through September 14, 2016. This means that SolarCity is allowed to solicit alternative proposals during that time.

The all-stock transaction, with an equity value of $2.6 billion, is based on the 5-day volume-weighted average price of Tesla shares as of July 29, 2016. Under the agreement, SolarCity stockholders will receive 0.110 Tesla common shares per SolarCity share, valuing SolarCity common stock at $25.37 per share based on the 5-day volume weighted average price of Tesla shares as of July 29, 2016.

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The “Excluded Company Parties”, i.e. the directors and named executive officers other than Nancy E. Pfund and Donald R. Kendall, Jr., that will not be able to vote at the Company Stockholders Meeting include Lyndon R. Rive, Peter J. Rive, Tanguy V. Serra, Hayden D. Barnard, Seth R. Weissman, Elon Musk, John H.N. Fisher, Antonio Gracias and Jeffrey B. Straubel.

While most stock options equity awards of each company will be automatically converted into stock options of the “merged” company, the stock options set forth in a “Company disclosure letter” shall be cancelled for no consideration. It turns out that these options are the ones that were granted by SolarCity to Lyndon and Peter Rive, the CEO and CTO of SolarCity. These options amounted to about $128 million, and would have been earned over a 10 year period, based on achieving a set of goals of SolarCity stock price and operational results. For some unknown treason, Elon Musk’s cousins will get the shaft in the merger transaction related to their stock options.

But do not feel too bad for the cousins. According to a research report from Reuters, that analyzed the results of the merger, “three of Musk’s relatives, including brother Kimbal Musk and cousins Lyndon Rive and Peter Rive, will own a combined stake of 0.5 percent in Tesla. Kimbal Musk is a director of Tesla.”

According to Reuters “Elon Musk and key institutional investors will probably tighten their control over electric car maker Tesla Motors Inc after it acquires sister company SolarCity Inc.” “The largest institutional shareholder, Fidelity Management and Research, will see its stake grow from 12.2 percent to 13.4 percent. Two Fidelity-managed funds, Fidelity Contrafund and Fidelity OTC, together will control another 7.3 percent, up from 6.5 percent.”

Musk will remain the largest individual shareholder, boosting his stake from 23.2 percent to 25.0 percent according to Reuters.

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Note that Fidelity has already come out in favor of the merger.

“Musk, eight major institutional investors and the two Fidelity funds control 45.7 percent of Tesla. After the merger, the same group’s combined stake will rise to 49.0 percent.” “Other major institutional shareholders include Scottish investment manager Bailie Gifford & Co, which will maintain an 8.9 percent stake in the combined companies; T. Rowe Price Associates, 5.5 percent, and Vanguard Group, 3.6 percent. Big banks, including several Tesla lenders, also will maintain significant stakes after the merger: Bank of Montreal, 4.1 percent; Morgan Stanley, 3.0 percent; Goldman Sachs, 2.2 percent, and J.P. Morgan Chase, 1.0 percent.”

What this all means is that individual investors will have no say in the approval of the merger, and only a few more institutional investors are needed, besides Fidelity, to approve the merger. The only thing that could derail the merger is a third party bid for SolarCity, during the go-shop period. Given how debt ridden is SolarCity, the chance of of such a bid are fairly remote.

Market Reaction

The initial market reaction to the details of the merger agreement was mixed, but eventually turned negative. On Monday the stock reached $236, but closed at $229. On Tuesday the stock initially sold off even more to $221, closing the session at $227.

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Looking at the chart, The MACD has started pinching, indicating a possible end of the MACD-run that started on July 1st. Anyone selling today would have had a nice $11 gain, over a 1-month period, a very nice return. I personally closed my July 1st call option trade (I was long Sept 230 calls) when TSLA reached $236 on Monday.  I was planning to close my trade before the Quarterly report is released on Wednesday, and the high point of Monday made it a perfect exit. Notice that I never hold options or stock before a quarterly report, especially for a volatile stock as TSLA, as the post report swings are so wide that one can easily lose their shirt in the the span of a few hours.

Source: Wall Street I/O

Source: Wall Street I/O

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Elon Musk

Tesla executes ‘a must’ with Musk as race to AI supremacy goes on: Wedbush

Dan Ives of Wedbush says Tesla made the right move getting Elon Musk his pay package.

Published

6 hours ago

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August 4, 2025

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elon musk
Steve Jurvetson, CC BY 2.0 , via Wikimedia Commons

Tesla (NASDAQ: TSLA) executed what Wedbush’s Dan Ives called “a must” this morning as it finalized a new pay package for its CEO Elon Musk.

The move helped give Musk his first meaningful compensation at Tesla since 2017, when the company offered a pay package that was based on performance and proven growth. That package was approved by shareholders on two separate occasions, but was denied to Musk both times by the Delaware Chancery Court.

On Monday, Tesla announced on X that it had created a new package that would give 96 million shares of restricted stock to Musk to compensate him for the “immense value generated for Tesla and all our shareholders.”

The details of the pay package are designed to retain Musk, who has voiced some concerns about his control of Tesla, as “activist shareholders” have used lawsuits to disrupt the previously approved package.

You can read all the details of it here:

Tesla rewards CEO Elon Musk with massive, restricted stock package

Ives says Musk’s retention is ‘a must’

Ives said in a note to investors on Monday that with the raging AI talent war that Tesla made a smart move by doing what it could to retain Musk.

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He wrote:

“With the AI talent war now fully underway across Big Tech, we believe this was a strategic move to keep TSLA’s top asset, Musk, would stay focused at the company with his priority being to bolster the company’s growth strategy over the coming years. With this interim award increasing Musk’s voting rights upon this grant, which Musk honed in on and mentioned was increasingly important to incentivize him to stay focused on the matters at hand, this was a strategic move by the Board to solidify Musk as CEO of Tesla over the coming years with this framework for Musk’s pay package and greater voting control removing a major overhang on the story.”

He went on to say:

“While the groundwork is now in place for the next few years, it will be critical for the Tesla Board of Directors to get this long-term compensation strategy in place prior to the company’s November 6th shareholder meeting which would address the elephant in the room and remove a significant overhang on the stock.”

Wedbush maintained its Outperform rating and its $500 price target on the stock.

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Elon Musk

Tesla rewards CEO Elon Musk with massive, restricted stock package

Tesla announced a new pay package for Elon Musk that is restricted and will award him nearly $30 billion for contributions to the company.

Published

10 hours ago

on

August 4, 2025

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Justin Pacheco, Public domain, via Wikimedia Commons

Tesla has rewarded CEO Elon Musk with a massive, restricted stock package that equates to about $29 billion in shares in an effort to retain him as the head of the company.

It is also a package that aims to reward Musk for leading numerous Tesla projects that have brought billions in value for shareholders over the past seven years. After his 2018 pay package was rejected by a Delaware Chancery Court, Musk started to question his future at the company.

This move, performed by a Special Committee of the Tesla Board, should retain him for several years.

On Monday morning, Tesla shared on X that it had approved a recommendation from a Special Committee comprised of Board Chair Robyn Denholm and fellow board member Kathleen Wilson-Thompson. It aimed to compensate Musk for his “extraordinary work” and reward him after not receiving “meaningful compensation” for the last eight years.

The post stated that “Tesla is committed to honoring its promises in the 2018 CEO Performance Award and intends to compensate its CEO for his future services commensurate with his contributions to our company and shareholders, we have recommended this award as a first step, ‘good faith’ payment to Elon.”

The award includes the following:

  • 96 million restricted shares of stock, subject to Elon paying a purchase price upon meeting a two-year vesting term, to be delivered after receipt of antitrust regulatory approval
  • The purchase price will be equal to the split-adjusted exercise price of the stock options awarded to Elon under the 2018 CEO Performance Award ($23.34 per share)
  • A requirement that Elon serve continuously in a senior leadership role at Tesla during the two-year vesting term
  • A pledging allowance to cover tax payments or the purchase price
  • A mandatory holding period of five years from the grant date, except to cover tax payments or the purchase price (with any sales for such purposes to be conducted through an orderly disposition in coordination with Tesla); and
  • If the Delaware courts fully reinstate the 2018 CEO Performance Award, this interim award will be forfeited or returned or a portion of the 2018 CEO Performance Award will be forfeited. To put it simply, there cannot be any “double dip.” Elon will not be able to keep this new award in addition to the options he will be awarded under the 2018 CEO Performance Award, should the courts rule in our favor

The board added:

“The Special Committee believes now is the right time to take decisive action to recognize the extraordinary value that Elon created for Tesla shareholders. As such, the Board (with Elon and Kimbal Musk recusing themselves) has unanimously approved a recommendation from the Special Committee of the Board to grant Elon an award of restricted stock equal to approximately one-third of the compensation he earned under the 2018 CEO Performance Award.”

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Musk and his brother, Kimbal, are both members of the Tesla board. However, both Musk brothers recused themselves from any voting on this pay package.

The move comes as Musk has hinted on several occasions that he is concerned about his control of the company. His current stake in Tesla stands at about 12.8 percent. He has said a few times he would be more comfortable with a 25 percent stake to protect himself against “activist shareholders.”

He commented on it during the Q2 Earnings Call in late July:

“That is a major concern for me, as I’ve mentioned in the past. I hope that is addressed at the upcoming shareholders’ meeting. But, yeah, it is a big deal. I want to find that I’ve got so little control that I can easily be ousted by activist shareholders after having built this army of humanoid robots. I think my control over Tesla, Inc. should be enough to ensure that it goes in a good direction, but not so much control that I can’t be thrown out if I go crazy.”

The pay package should alleviate any concerns that Tesla would lose Musk as its CEO. Retaining him is perhaps the biggest step in ensuring consistent progress is made on several fronts, including AI and Robotics.

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Investor's Corner

Tesla tailwinds could drive momentum-filled finish to 2025: analyst

Tesla is heading toward some momentum to finish out the year, one Wall Street firm believes.

Published

4 days ago

on

July 31, 2025

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Credit: @heydave7/X

Tesla has some tailwinds that could drive it toward a momentum-filled finish to the year, one Wall Street analyst is predicting.

The tailwinds are joined by some minor risks that have impacted the broader electric vehicle market, but overall, this firm believes Tesla has many catalysts moving forward.

Emmanuel Rosner of Wolfe Research believes that Tesla has plenty of things that could drive the stock upward as we approach the end of the year. With Q3 well underway, Tesla has about five months of catalysts to rely on to erase the roughly 18 percent drop in stock price it has so far this year.

At first glance, it is easy to see the things that would have investors bullish on Tesla for the rest of 2025 and even beyond. Initially, the Robotaxi launch and expansion, which spread to Northern California last night, provide potentially huge tailwinds for the company moving forward.

Tesla expands Robotaxi operation to California’s Bay Area

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Along with that, and slightly related, are the advancements in Full Self-Driving that the company has made over the past few months.

This includes the potential launch of the FSD suite in regions like Europe and Australia, where the company believes it will make some progress on regulatory approval in the coming months.

Finally, Wolfe says the company’s Optimus project, which is expected to enter scale production sometime next year, is the third catalyst for Tesla moving forward.

With these three projects in motion, Tesla truly can begin to work on rebounding from a rough 2025 on the market.

Rosner writes:

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“This name trades more around the narrative than the numbers. And net-net, we tactically see an improving narrative from here. Tesla has several catalysts coming up w/r/t FSD and Robotaxi, including an expansion of their AV service into several new U.S. markets (San Francisco, Nevada, Arizona, Florida, etc.). The company plans to unlock hands-free/eyes-off autonomy for FSD owners in select U.S. locations by YE25. Supervised FSD in China and Europe is expected to launch over the next ~12 months. And, Optimus is expected to enter scale production in 2026.”

Tesla is currently trading around $310 at around 3:20 p.m. on the East Coast.

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