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Tesla – SolarCity merger: the devil is in the details

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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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Investor's Corner

Tesla bear turns bullish for two reasons as stock continues boost

“I think from a trading perspective, it looks very interesting,” Nathan said, citing numerous signs of strength, such as holding its 200-day moving average and holding against its resistance level.

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Credit: Tesla Manufacturing

A Tesla bear is changing his tune, turning bullish for two reasons as the company’s stock has continued to get a boost over the past month.

Dan Nathan, a notorious skeptic of Tesla shares, said he is changing his tune, at least in the short term, on the company’s stock because of “technicals and sentiment,” believing the company is on track for a strong Q3, but also an investment story that will slowly veer away from its automotive business.

“I think from a trading perspective, it looks very interesting,” Nathan said, citing numerous signs of strength, such as holding its 200-day moving average and holding against its resistance level.

He also said he believes a rally for the stock could continue as it heads into the end of the quarter, especially as the $7,500 electric vehicle tax credit is coming to an end at the end of the month.

With that being said, he believes the consensus for Q3 deliveries is “probably low,” as he believes Wall Street is likely underestimating what Tesla will bring to the table on October 1 or 2 when it reports numbers for the quarter.

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Tesla shares are already up over five percent today, with gains exceeding nine percent over the past five trading days, and more than fourteen percent in the past month.

While some analysts are looking at the performance of other Mag 7 stocks, movement on rates from the Federal Reserve, and other broader market factors as reasoning for Tesla’s strong performance, it appears some movement could be related to the company’s recent developments instead.

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Over the past week, Tesla has made some strides in its Robotaxi program, including a new license to test the platform in the State of Nevada, which we reported on.

Tesla lands regulatory green light for Robotaxi testing in new state

Additionally, the company is riding the tails of the end of the EV tax credit, as inventory, both new and used, is running extremely low, generally speaking. Many markets do not have any vehicles to purchase as of right now, making delivery by September 30 extremely difficult.

However, there has been some adjustments to the guidelines by the IRS, which can be read here:

Tesla set to win big after IRS adjusts EV tax credit rules

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Tesla is trading at around $389 at 10:56 a.m. on the East Coast.

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Elon Musk

Analyst: Elon Musk’s $1 trillion Tesla pay deal modest against robot market potential

Jonas highlighted Tesla’s longer-term ambitions in robotics as a key factor in his assessment.

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Credit: Tesla

Morgan Stanley analyst Adam Jonas, one of Wall Street’s most ardent Tesla (NASDAQ:TSLA) bulls today, has described Elon Musk’s newly proposed $1 trillion performance-based compensation package as a “good deal” for investors. 

In a note shared this week, Jonas argued that the package helps align the interests of Musk and Tesla’s minority shareholders, despite its shockingly high headline number.

Future market opportunities

Jonas highlighted Tesla’s longer-term ambitions in robotics as a key factor in his assessment. “Yes, a trillion bucks is a big number, but (it) is rather modest compared to the size of the market opportunity,” Jonas wrote. He added that the humanoid robot market could ultimately surpass the size of today’s global labor market “by a significant multiple.”

“We have entertained scenarios where the humanoid robot market can exceed the size of today’s global labor market… by a significant multiple,” Jonas wrote, as shared on X by Tesla watcher Sawyer Merritt.

The analyst likened the arrival of AI-powered robotics to the transformative effect of electricity, noting that “contemplating future global GDP before AI robots is like contemplating global GDP before electricity.” The Morgan Stanley analyst’s insights align with the idea that as much as 80% of Tesla’s future valuation could be tied to its Optimus humanoid robot program.

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Elon Musk’s pay package

Tesla’s board has tied Elon Musk’s proposed compensation package to some of the most ambitious targets in corporate history. The 2025 CEO Performance Award requires the automaker’s valuation to soar from roughly $1.1 trillion today to $8.5 trillion over the next decade, a level that would make Tesla the most valuable company in existence.

The plan also demands a leap in Tesla’s operating profit, from $17 billion in 2024 to $400 billion annually. It also ties the CEO’s compensation to a number of product milestones, including the delivery of 20 million vehicles in total, 10 million active Full Self-Driving subscriptions, 1 million Tesla Bots, and 1 million Robotaxis in operation. Tesla’s board emphasized that Musk’s leadership was fundamental to achieving such ambitious goals, with Chair Robyn Denholm noting the award would align the CEO’s incentives with long-term shareholder value.

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Elon Musk

Tesla board reveals reasoning for CEO Elon Musk’s new $1 trillion pay package

“Yes, you read that correctly: in 2018, Elon had to grow Tesla by billions; in 2025, he has to grow Tesla by trillions — to be exact, he must create nearly $7.5 trillion in value for shareholders for him to receive the full award.”

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tesla
(Credit: Tesla)

Tesla’s Board of Directors has proposed a new pay package for company CEO Elon Musk that would result in $1 trillion in stock offerings if he is able to meet several lofty performance targets.

Musk, who has not been meaningfully compensated since 2017, completed his last pay package by delivering billions in shareholder value through a variety of performance-based “tranches,” which were met and resulted in the award of billions in stock.

Elon Musk’s new pay plan ties trillionaire status to Tesla’s $8.5 trillion valuation

However, Musk was unable to claim this award due to a ruling by the Delaware Chancery Court, which deemed the payout an “unfathomable sum.”

Now, the company is taking steps to ensure Musk gets paid, as the Board feels that it is crucial to retain its CEO, who has been responsible for much of the company’s success.

This is not a statement to undermine the work of all of Tesla’s terrific employees, but a ship needs to be captained by someone, and Musk has proven he is the right person for the job.

The Board also believes that, based on a statement made by the company in its proxy, various issues will be discussed during the upcoming Shareholder Meeting.

Robyn Denholm and Kathleen Wilson-Thompson recognized Musk’s contributions in a statement, which encouraged shareholders to vote to approve the payout:

“We’re asking you to approve the 2025 CEO Performance Award. In designing the new performance award, we explored numerous alternatives. Ultimately, the new award aims to build upon the success of the 2018 CEO Performance Award framework, which ensure that Elon was only paid for the performance delivered and incentivized to guide Tesla through a period of meteoric growth. The 2025 CEO Performance Award similarly challegnes Elon to again meet a series of even more aspirational goals, including operational milestones focused on reaching Adjusted EBITDA targets (thresholds that are up to 28 times higher than the 2108 CEO Performance Award’s top Adjusted EBITDA milestone) and rolling out new or expanded product offerings (including 1 million Robotaxis in commercial operation and delivery of 1 million AI Bots), all while growing the company’s market capitalization by trillions of dollars.

Yes, you read that correctly: in 2018, Elon had to grow Tesla by billions; in 2025, he has to grow Tesla by trillions — to be exact, he must create nearly $7.5 trillion in value for shareholders for him to receive the full award.

In addition to these unprecedented performance milestones, the 2025 CEO Performance Award also includes innovative structural features, born out of the special committee’s considered analysis and extensive shareholder feedback. These features include supercharged retention (at least seven and a half years and up to 10 years to vest in the full award), structural protections to minimize stock price volatility due to administration of this award and, thereafter, incentives for Elon to participate in the Board’s continued development of a framework for long-term CEO Succession. If Elon achieves all the performance milestones under this principle-based 2025 CEO Performance Award, his leadership will propel Tesla to become the most valuable company in history.”

Musk will have a lot of things to accomplish to receive the 423,743,904 shares, which are divided into 12 tranches.

However, the Board feels he is the right person for the job, and they want him to remain the CEO. This package should ensure that he stays with Tesla, as long as shareholders feel the same way.

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