Connect with us

Investor's Corner

Tesla – SolarCity merger: the devil is in the details

Published

on

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:

Advertisement
  • 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.

Advertisement

“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.

Advertisement

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.

Advertisement

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.

Advertisement

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

Investor's Corner

Cantor Fitzgerald reaffirms bullish view on Tesla after record Q3 deliveries

The firm reiterated its Overweight rating and $355 price target.

Published

on

(Credit: Tesla)

Cantor Fitzgerald is maintaining its bullish outlook on Tesla (NASDAQ:TSLA) following the company’s record-breaking third quarter of 2025. 

The firm reiterated its Overweight rating and $355 price target, citing strong delivery results driven by a rush of consumer purchases ahead of the end of the federal tax credit on September 30.

On Tesla’s vehicle deliveries in Q3 2025

During the third quarter of 2025, Tesla delivered a total of 497,099 vehicles, significantly beating analyst expectations of 443,079 vehicles. As per Cantor Fitzgerald, this was likely affected by customers rushing at the end of Q3 to purchase an EV due to the end of the federal tax credit, as noted in an Investing.com report. 

“On 10/2, TSLA pre-announced that it delivered 497,099 vehicles in 3Q25 (its highest quarterly delivery in company history), significantly above Company consensus of 443,079, and above 384,122 in 2Q25. This was due primarily to a ‘push forward effect’ from consumers who rushed to purchase or lease EVs ahead of the $7,500 EV tax credit expiring on 9/30,” the firm wrote in its note.

A bright spot in Tesla Energy

Cantor Fitzgerald also highlighted that while Tesla’s full-year production and deliveries would likely fall short of 2024’s 1.8 million total, Tesla’s energy storage business remains a bright spot in the company’s results.

Advertisement

“Tesla also announced that it had deployed 12.5 GWh of energy storage products in 3Q25, its highest in company history vs. our estimate/Visible Alpha consensus of 11.5/10.9 GWh (and vs. ~6.9 GWh in 3Q24). Tesla’s Energy Storage has now deployed more products YTD than all of last year, which is encouraging. We expect Energy Storage revenue to surpass $12B this year, and to account for ~15% of total revenue,” the firm stated. 

Tesla’s strong Q3 results have helped lift its market capitalization to $1.47 trillion as of writing. The company also teased a new product reveal on X set for October 7, which the firm stated could serve as another near-term catalyst.

Continue Reading

Investor's Corner

Tesla just got a weird price target boost from a notable bear

Published

on

Credit: Tesla Manufacturing

Tesla stock (NASDAQ: TSLA) just got a weird price target boost from a notable bear just a day after it announced its strongest quarter in terms of vehicle deliveries and energy deployments.

JPMorgan raised its price target on Tesla shares from $115 to $150. It maintained its ‘Underweight’ rating on the stock.

Despite Tesla reporting 497,099 deliveries, about 12 percent above the 443,000 anticipated from the consensus, JPMorgan is still skeptical that the company can keep up its momentum, stating most of its Q3 strength came from leaning on the removal of the $7,500 EV tax credit, which expired on September 30.

Tesla hits record vehicle deliveries and energy deployments in Q3 2025

The firm said Tesla benefited from a “temporary stronger-than-expected industry-wide pull-forward” as the tax credit expired. It is no secret that consumers flocked to the company this past quarter to take advantage of the credit.

The bump will need to be solidified as the start of a continuing trend of strong vehicle deliveries, the firm said in a note to investors. Analysts said that one quarter of strength was “too soon to declare Tesla as having sustainably returned to growth in its core business.”

JPMorgan does not anticipate Tesla having strong showings with vehicle deliveries after Q4.

There are two distinct things that stick out with this note: the first is the lack of recognition of other parts of Tesla’s business, and the confusion that surrounds future quarters.

JPMorgan did not identify Tesla’s strength in autonomy, energy storage, or robotics, with autonomy and robotics being the main focuses of the company’s future. Tesla’s Full Self-Driving and Robotaxi efforts are incredibly relevant and drive more impact moving forward than vehicle deliveries.

Additionally, the confusion surrounding future delivery numbers in quarters past Q3 is evident.

Will Tesla thrive without the EV tax credit? Five reasons why they might

Tesla will receive some assistance from deliveries of vehicles that will reach customers in Q4, but will still qualify for the credit under the IRS’s revised rules. It will also likely introduce an affordable model this quarter, which should have a drastic impact on deliveries depending on pricing.

Tesla shares are trading at $422.40 at 2:35 p.m. on the East Coast.

Continue Reading

Investor's Corner

Tesla Q3 deliveries expected to exceed 440k as Benchmark holds $475 target

Tesla stock ended the third quarter at $444.72 per share, giving the EV maker a market cap of $1.479 trillion at the end of Q3 2025. 

Published

on

tesla-model-y-giga-texas-logo
(Credit: Tesla)

Benchmark has reiterated its “Buy” rating and $475 price target on Tesla stock (NASDAQ: TSLA) as the company prepares to report its third-quarter vehicle deliveries in the coming days. 

Tesla stock ended the third quarter at $444.72 per share, giving the EV maker a market cap of $1.479 trillion at the end of Q3 2025. 

Benchmark’s estimates

Benchmark analyst Mickey Legg noted that he expects Tesla’s deliveries to hit around 442,000 vehicles this Q3, which is under the 448,000-unit consensus but still well above the 384,000 vehicles that the company reported in Q2 2025. According to the analyst, some optimistic estimates for Tesla’s Q3 deliveries are as high as mid-460,000s.

“Tesla is expected to report 3Q25 global production and deliveries on Thursday. We model 442,000 deliveries versus ~448,000 for FactSet consensus with some high-side calls in the mid-460,000s. A solid sequential uptick off 2Q25’s ~384,000, a measured setup into year-end given a choppy incentive/pricing backdrop,” the analyst wrote.

Benchmark is not the only firm that holds an optimistic outlook on Tesla’s Q3 results. Deutsche Bank raised its own delivery forecast to 461,500, while Piper Sandler lifted its price target to $500 following a visit to China to assess market conditions. Cantor Fitzgerald also reiterated an “Overweight” rating and $355 price target for TSLA stock.

Advertisement

Stock momentum meets competitive headwinds

Tesla’s anticipated Q3 results are boosted in part by the impending expiration of the federal EV tax credit in the United States, which analysts believe has encouraged buyers to finalize vehicle purchases sooner, as noted in an Investing.com report.

Tesla shares have surged nearly 30% in September, raising expectations for a strong delivery report. Benchmark warned, however, that some volatility may emerge in the coming quarter.

“With the stock up sharply into the print (roughly ~28-32% in September), its positioning raises the bar for an upside surprise to translate into further near-term strength; we also see risk of volatility if regional mix or ASPs underwhelm. We continue to anticipate policy-driven choppiness after 3Q as certain EV incentives/credits tighten or roll off in select markets, potentially creating 4Q demand air pockets and order-book lumpiness,” the analyst wrote.

Continue Reading

Trending