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Tesla will acquire SolarCity in $2.6 billion stock deal

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After a month of negotiations, Tesla announced through its blog post that the company has reached an agreement to acquire SolarCity for $2.6 billion in stock. By combining the two companies, Tesla states that it will create ‘the world’s only vertically integrated sustainable energy company’.

The all-stock transaction will value 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 said the company in its issued statement. As part of the agreement, SolarCity will have a 45 day “go-shop” provision valid until September 14, 2016 at which time the company can solicit proposals from other companies.

Read the full statement issued by Tesla below.

Tesla and SolarCity to Combine

Just over a month ago, Tesla made a proposal to purchase SolarCity and today we are announcing that the two companies have reached an agreement to combine, creating the world’s only vertically integrated sustainable energy company.

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Solar and storage are at their best when they’re combined. As one company, Tesla (storage) and SolarCity (solar) can create fully integrated residential, commercial and grid-scale products that improve the way that energy is generated, stored and consumed.

Now is the right time to bring our two companies together: Tesla is getting ready to scale our Powerwall and Powerpack stationary storage products and SolarCity is getting ready to offer next-generation differentiated solar solutions. By joining forces, we can operate more efficiently and fully integrate our products, while providing customers with an aesthetically beautiful and simple one-stop solar + storage experience: one installation, one service contract, one phone app.

We expect to achieve cost synergies of $150 million in the first full year after closing. We also expect to save customers money by lowering hardware costs, reducing installation costs, improving our manufacturing efficiency and reducing our customer acquisition costs. We will also be able to leverage Tesla’s 190-store retail network and international presence to extend our combined reach.

Here are some key terms of today’s announcement: this is an all-stock transaction with an equity value of $2.6 billion 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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After comprehensive due diligence in consultation with independent financial and legal advisors, the independent members of the Tesla and SolarCity boards of directors approved this transaction. Tesla’s financial advisor was Evercore, and Wachtell, Lipton, Rosen & Katz was its legal advisor. The financial advisor to the special committee of SolarCity’s board of directors was Lazard and its legal advisor was Skadden, Arps, Slate, Meagher & Flom.

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. Each company today filed a Form 8-K with the SEC that provides additional details regarding the transaction.

While today’s news is a big step, it isn’t the finish line – we expect the transaction to close in the fourth quarter of 2016. Before then, the deal must be approved by a majority of the disinterested shareholders of both Tesla and SolarCity voting at each shareholder meeting. We also need to obtain regulatory approval and meet other closing conditions.

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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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Investor's Corner

Lucid denies rumors of bankruptcy after over 40% stock drop

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Credit: Lucid

Electric vehicle maker Lucid Group has denied rumors of an imminent bankruptcy after a report from this morning sent the stock on a dramatic drop on Wall Street, seeing losses of more than 40 percent during trading hours.

Lucid’s Director of Communications, Nick Twork, responded to the report from Eletric-Vehicles.com, which stated the company’s restructuring advisor, AlixPartners, was asked to review two decisions: taking Lucid shares private or filing for Chapter 11 bankruptcy protection.

The report also claims AlixPartners told the Lucid board to “concentrate on Gravity production while improving its quality, and to temporarily hold back the Lucid Air, the sedan that has defined the company since its launch.”

Twork said:

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Shares rebounded after the response to the report, halving its losses as the trading day neared 3 p.m. Eastern.

Lucid has struggled to get its sales off the ground and into more respectable numbers, but the company is in its early years, when things are hard to begin with. It is also backed by several notable investors, including the Saudi Public Investment Fund (PIF), which has nearly limitless money and likely would not ditch an investment of this size so soon.

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Lucid shares were down just 14 percent at the time of publication, a far cry from the 55 percent its losses topped out at during the day.

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Tesla owner attempts resale of Model S Signature Edition for over $260k

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Credit: Tesla

A Tesla owner who purchased a Model S Signature Edition, one of the final 250 units of the all-electric flagship vehicle that the company discontinued earlier this year, is attempting to sell the car despite a no-resale clause that prohibits reselling for the first year.

The car is being sold by J&S Autohaus in Ewing, New Jersey, and is priced at $260,490, well above the $159,420 that Tesla sold it for earlier this year.

To those who do not know, the Model S Signature was a highly exclusive, limited-run farewell variant of the Model S Plaid that was produced this year to mark the end of production of both the Model S and Model X, Tesla’s two flagship vehicles.

Limited to just 250 units with invite-only sales, it serves as a collector’s item celebrating the legacy of the Model S, which helped pioneer Tesla’s electric vehicle success since its 2012 launch.

It bundles top-tier performance with bespoke cosmetic and luxury upgrades, plus Tesla’s Luxe Package. Here’s what the Model S Signature has over the typical Model S Plaid:

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  • Exclusive Exterior – Unique Garnet Red Paint, matching door handles, gold Tesla “T” badges upfront, gold Plaid and Signature badging at the rear.
  • Premium Interior – White Alcantara upholstery with gold piping/accents, gold Plaid seat badges, Signature-marked door sills, individually numbered dashboard plaque, gold puddle lights, special interior lighting sequence, and a custom Signature key fob.
  • Performance Upgrades – Carbon-ceramic brakes with gold calipers
  • Bundled Luxe Package – Full Self-Driving (Supervised), four years of Premium Connectivity, free lifetime Supercharging
  • Performance Metrics – ~1,020 horsepower, sub-2-second 0-60 MPH, ~390-mile range

Tesla quickly introduced a No Resale Agreement for the Signature Editions of the Model S and Model X, which would penalize the seller for “the amount of $50,000 or the value received as consideration for the sale or transfer, whichever is greater.”

The company continues:

“If you sell or otherwise transfer the ownership of your Model S or Model X, the remainder of the Recommended Maintenance, Wheel and Tire Protection Plan, and Windshield Protection Plan will transfer automatically to the buyer. The Full Self-Driving (Supervised), Free Supercharging and Premium Connectivity will not transfer with the vehicle and will terminate once the ownership of the Model S or Model X is transferred.”

Tesla will likely come after the seller, especially as it has been about two months since Tesla launched deliveries.

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Tesla Full Self-Driving v14.3.5 Early Impressions: new features and early performance

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Credit: TESLARATI

Tesla rolled out Full Self-Driving (Supervised) v14.3.5 yesterday, and about fifty miles of driving on the new version has given me enough time to highlight what seems to be strong about the release and what is not.

Additionally, Tesla has added a few new features with this specific update, which we’ll highlight as well.

Tesla Full Self-Driving v14.3.5 Performance

The new update is business as usual. Things seem to be running completely normal and necessary, but there are a few things that we’ve seemed to pick up on based on our own experience with v14.3.5, as well as what other users are seeing.

Initially, it seems to be more aware of its surroundings, making moves that are incredibly courteous to other drives and operating just a tad more reserved than what the suite might have done previously.

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We had two instances where it showed this, the first being FSD needing to pass a Flagger Force vehicle that was placing down signage for the day. Their work truck was right at the front corner of a right-hand turn; typically where most cars travel when they take that turn.

FSD v14.3.5 recognized this, slowed down, and took the turn wide with no issues:

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Additionally, v14.3.5 backed up for a semi truck that was making a wide turn onto a road my car was on. This is not new, but it seemed to be backing up for courtesy; it didn’t seem completely necessary, but it might have put some peace of mind in the truck driver’s head:

X user Mike P, also a Pennsylvania native like myself, shared three clips of his Tesla running v14.3.5 performing similar maneuvers. He said:

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“FSD turns right into a small alley that only fits one car at a time, sees oncoming car, reverses out of alley to make space, realizes oncoming car is actually parking, re-enters alley.”

Check it out here:

It seems like Speed Profiles are still in need of some tweaking; I am adjusting what Speed Profile I’m in frequently, constantly changing it to get it to travel at the correct speed. This was an issue for me on v14.3.4. It seems like they’re just a little inconsistent.

Terrible Parking

Parking attempts on v14.3.5 were not good. There are quite a few people who have said this:

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David Moss, the Tesla owner who has taken multiple coast-to-coast drives without any interventions, also has had some issues with parking early on with v14.3.5:

New Features

Tesla has added the ability to open Camera Preview at any time. Previously, it was only available in Park. Here’s what that feature looks like in action:

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Check back later this week for a longer review of what we’ve noticed on Full Self-Driving v14.3.5.

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