Investor's Corner
Tesla – SolarCity merger: the devil is in the details

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:
- 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.
“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.
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.
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.
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
Elon Musk
Tesla CEO Elon Musk’s $1 trillion pay package hits first adversity from proxy firm
ISS said the size of the pay package will enable Musk to have access to “extraordinarily high pay opportunities over the next ten years,” and it will have an impact on future packages because it will “reduce the board’s ability to meaningfully adjust future pay levels.”

Tesla CEO Elon Musk’s $1 trillion pay package, which was proposed by the company last month, has hit its first bit of adversity from proxy advisory firm Institutional Shareholder Services (ISS).
Musk has called the firm “ISIS,” a play on its name relating it to the terrorist organization, in the past.
“ISIS”
— Elon Musk (@elonmusk) September 27, 2021
The pay package aims to lock in Musk to the CEO role at Tesla for the next decade, as it will only be paid in full if he is able to unlock each tranche based on company growth, which will reward shareholders.
However, the sum is incredibly large and would give Musk the ability to become the first trillionaire in history, based on his holdings. This is precisely why ISS is advising shareholders to vote against the pay plan.
The group said that Musk’s pay package will lock him in, which is the goal of the Board, and it is especially important to do this because of his “track record and vision.”
However, it also said the size of the pay package will enable Musk to have access to “extraordinarily high pay opportunities over the next ten years,” and it will have an impact on future packages because it will “reduce the board’s ability to meaningfully adjust future pay levels.”
The release from ISS called the size of Musk’s pay package “astronomical” and said its design could continue to pay the CEO massive amounts of money for even partially achieving the goals. This could end up in potential dilution for existing investors.
If Musk were to reach all of the tranches, Tesla’s market cap could reach up to $8.5 trillion, which would make it the most valuable company in the world.
Tesla has made its own attempts to woo shareholders into voting for the pay package, which it feels is crucial not only for retaining Musk but also for continuing to create value for shareholders.
Tesla launched an ad for Elon Musk’s pay package on Paramount+
Musk has also said he would like to have more ownership control of Tesla, so he would not have as much of an issue with who he calls “activist shareholders.”
Investor's Corner
Barclays lifts Tesla price target ahead of Q3 earnings amid AI momentum
Analyst Dan Levy adjusted his price target for TSLA stock from $275 to $350, while maintaining an “Equal Weight” rating for the EV maker.

Barclays has raised its price target for Tesla stock (NASDAQ: TSLA), with the firm’s analysts stating that the electric vehicle maker is approaching its Q3 earnings with two contrasting “stories.”
Analyst Dan Levy adjusted his price target for TSLA stock from $275 to $350, while maintaining an “Equal Weight” rating for the EV maker.
Tesla’s AI and autonomy narrative
Levy told investors that Tesla’s “accelerating autonomous and AI narrative,” amplified by CEO Elon Musk’s proposed compensation package, is energizing market sentiment. The analyst stated that expectations for a Q3 earnings-per-share beat are supported by improved vehicle delivery volumes and stronger-than-expected gross margins, as noted in a TipRanks report.
Tesla has been increasingly positioning itself as an AI-driven company, with Elon Musk frequently emphasizing the long-term potential of its Full Self-Driving (FSD) software and products like Optimus, both of which are heavily driven by AI. The company’s AI focus has also drawn the support of key companies like Nvidia, one of the world’s largest companies today.
Still cautious on TSLA
Despite bullish AI sentiments, Barclays maintained its caution on Tesla’s underlying business metrics. Levy described the firm’s stance as “leaning neutral to slightly negative” heading into the Q3 earnings call, citing concerns about near-term fundamentals of the electric vehicle maker.
Barclays is not the only firm that has expressed its concerns about TSLA stock recently. As per previous reports, BNP Paribas Exane also shared an “Underperform” rating on the company due to its two biggest products, the Robotaxi and Optimus, still generating “zero sales today, yet inform ~75% of our ~$1.02 trillion price target.” BNP Paribas, however, also estimated that Tesla will have an estimated 525,000 active Robotaxis by 2030, 17 million cumulative Optimus robot deliveries by 2040, and more than 11 million FSD subscriptions by 2030.
Investor's Corner
BNP Paribas Exane initiates Tesla coverage with “Underperform” rating
The firm’s projections for Tesla still include an estimated 525,000 active Robotaxis by 2030.

Tesla (NASDAQ: TSLA) has received a bearish call from BNP Paribas Exane, which initiated coverage on the stock with an Underperform rating and a $307 price target, about 30% below current levels.
The firm’s analysts argued that Tesla’s valuation is driven heavily by artificial intelligence ventures such as the Robotaxi and Optimus, which are both still not producing any sales today.
Tesla’s valuation
In its note, BNP Paribas Exane stated that Tesla’s two AI-led programs, the Robotaxi and Optimus robots, generate “zero sales today, yet inform ~75% of our ~$1.02 trillion price target.” The research firm’s model projected a maximum bull-case valuation of $2.7 trillion through 2040, but after discounting milestone probabilities, its base-case valuation remained at $1.02 trillion.
The analysts described their outlook as optimistic toward Tesla’s AI ventures but cautioned that the stock’s “unfavorable risk/reward is clear,” adding that consensus earnings expectations for 2026 remain too high. Tesla’s market cap currently stands around $1.44 trillion with a trailing twelve-month revenue of $92.7 billion, which BNP Paribas argued does not justify Tesla’s P/E ratio of 258.59, as noted in an Investing.com report.
Tesla and its peers
BNP Paribas Exane’s report also included a comparative study of the “Magnificent Seven,” finding Tesla’s current market valuation as rather aggressive. “Our unique comparative analysis of the ‘Mag 7’ reveals the extreme nature of TSLA’s valuation, as the market implicitly says TSLA’s 2035 earnings (~55% of which will be driven by Robotaxi & Optimus, w/ zero sales now) have the same level of risk & value-appropriation as the ‘Mag 6’s’ 2026 earnings,” the firm noted.
The firm’s projections for Tesla include an estimated 525,000 active Robotaxis by 2030, 17 million cumulative Optimus robot deliveries by 2040 priced above $20,000 each, and more than 11 million Full Self-Driving subscriptions by 2030. Interestingly enough, these seem to be rather optimistic projections for one of the electric vehicle maker’s more bearish estimates today.
-
Elon Musk4 days ago
SpaceX posts Starship booster feat that’s so nutty, it doesn’t even look real
-
Elon Musk3 days ago
Tesla Full Self-Driving gets an offer to be insured for ‘almost free’
-
News3 days ago
Elon Musk confirms Tesla FSD V14.2 will see widespread rollout
-
News4 days ago
Tesla is adding an interesting feature to its centerscreen in a coming update
-
News6 days ago
Tesla launches new interior option for Model Y
-
News5 days ago
Tesla widens rollout of new Full Self-Driving suite to more owners
-
Elon Musk4 days ago
Tesla CEO Elon Musk’s $1 trillion pay package hits first adversity from proxy firm
-
News6 days ago
Tesla makes big move with its Insurance program