Tesla CEO Elon Musk shocked observers when he said on August 7 that he was thinking about taking the company private. Since then, Musk's comments have captivated Wall Street, drawn the attention of regulators, and raised questions about how close the company is to locking down the financing necessary to leave the public markets.
Here's what you need to know to get caught up:
Musk claimed in a statement published on Tesla's website on Monday that he had a meeting with the managing director of Saudi Arabia's sovereign wealth fund on July 31.
During this meeting, Musk claimed the director "expressed regret that I had not moved forward previously on a going private transaction with them, and he strongly expressed his support for funding a going private transaction for Tesla at this time. I understood from him that no other decision makers were needed and that they were eager to proceed."
"I left the July 31st meeting with no question that a deal with the Saudi sovereign fund could be closed, and that it was just a matter of getting the process moving," Musk said.The Saudi sovereign fund did not respond to a request for comment.
Tesla reported an adjusted loss per share of $3.06 for the second quarter, which was larger than what analysts had predicted, and revenue of $4 billion, which beat analyst projections. Its cash burn, $739.5 million, was lower than analysts expected. The company said it expected to be profitable during the second half of 2018.
"Going forward, we believe Tesla can achieve sustained quarterly profits, absent a severe force majeure or economic downturn, while continuing to grow at a rapid pace," the company said. During the company's earnings call, Musk apologized to Sanford C. Bernstein & Co. analyst Antonio Sacconaghi. During Tesla's first-quarter earnings call in May, Musk had referred to Sacconaghi's questions as "boring" and "boneheaded.""I'd like to apologize for being impolite on the prior call. Honestly, I really think there's no excuse for bad manners, and I was kind of violating my own rule in that regard. There are reasons for it in that I had gotten no sleep, had been working 110-hour, 120-hour weeks, but nonetheless, there's still no excuse," Musk said during the second-quarter earnings call.
In his August 13 statement, Musk said that after first telling the board about his desire to take Tesla private, the board's outside directors met without him. Musk said he later met with them again to talk about the discussions he'd had about financing a go-private deal.
"Am considering taking Tesla private at $420. Funding secured," Musk first said via Twitter before issuing a formal statement on the company's website.
Musk said in the statement that a shareholder vote must be held before a final decision is made. But he said in a tweet that investor support was confirmed. Taking the company private is "the best path forward," Musk said in the statement. He said the pressures of being a public company create distractions and promote short-term thinking that may not produce the best decisions in the long term.Musk's statements raised questions about the certainty of funding he referenced and where exactly that funding would come from.
Tesla's share price surged after Musk's "funding secured" tweet, rising by as much as 12%, to over $381, before settling at $379.57 when trading closed on August 7.
Tesla board members Brad Buss, Robyn Denholm, Ira Ehrenpreis, Antonio Gracias, Linda Johnson Rice, and James Murdoch said in a statement on August 8 that Musk had begun a discussion with them about going private the week prior. They said they had met multiple times since.
The Wall Street Journal reported that the SEC had made an inquiry into Tesla about whether one of Musk's tweets regarding the possibility of taking the company private was truthful. According to the publication, the SEC was also looking into why Musk's first statement about the potential of taking Tesla private was made on Twitter instead of in a regulatory filing. The agency also asked the company whether it believed Musk's tweet followed SEC rules about protecting investors, The Journal reported.
CNBC reported that the board planned to meet with financial advisors to determine how it would explore the idea of converting Tesla into a private company and had told Musk that he must consult a separate, personal set of advisors.
On August 10, Bloomberg reported that Tesla had begun discussions with some potential investors and was talking with banks about whether it would be able to make a deal and what that deal would look like, but it hadn't yet hired a bank to formally assist in the process.
Two Tesla investors filed separate lawsuits accusing Musk of misleading investors and manipulating the company's stock price with his statements about taking the company private.
In a blog post on Monday, Musk said he used the phrase "funding secured" because he believed after a July 31 meeting with Saudi Arabia's Public Investment Fund's managing director that there was "no question" the fund would provide backing for a deal to convert Tesla into a private company. He made the announcement via Twitter, he said, because he wanted all Tesla investors to know about the possibility of Tesla going private at the same time.
Banks told Business Insider that Musk seemed concerned about getting financing for a potential go-private deal while she was at one of his homes in Los Angeles.
A representative for Musk said he had never met or communicated with Banks, but did not deny that Banks had stayed at one of his homes during the time period Banks specified. Tesla declined a request for comment on Banks' claims regarding Musk's efforts to find investors.
"I'm excited to work with Silver Lake and Goldman Sachs as financial advisors, plus Wachtell, Lipton, Rosen & Katz and Munger, Tolles & Olson as legal advisors, on the proposal to take Tesla private," he said.
The New York Times reported on Monday that Musk's "funding secured" tweet surprised the board, which it said had not approved the tweet. According to The Times, Musk told an informal adviser he sent the tweet because he had difficulty keeping information to himself and was frustrated with the company's critics.
A complaint filed on Monday in US District Court in California alleges that some investors purchased Tesla stock "at artificially inflated prices and suffered significant losses and damages once the truth emerged" that Musk had not secured the funding necessary to convert Tesla into a private company for $420 per share when he sent his "funding secured" tweet.
Three independent board members — Brad Buss, Robyn Denholm, and Linda Johnson Rice — will sit on the special committee. Musk will need the committee's approval before a deal to take Tesla private can be approved.
Jalopnik reported on Wednesday that a fourth lawsuit had been filed against Tesla, alleging securities fraud. According to the US District Court in California's website, the lawsuit was filed on Tuesday.
Fox Business reported on Wednesday that the SEC had sent subpoenas to Tesla concerning the company's plans to explore going private and Musk's statements about the process. Fox Business reporter Charles Gasparino said on Twitter that sources suggested the agency was moving into a formal investigation of Tesla. Gasparino also said that SEC officials had concerns about how the agency's investigation could affect Tesla's ability to go private.
Goldman Sachs said it would be "acting as a financial advisor in connection with a matter that is fundamental to the reasonable analysis of the rating and price target for the stock." The firm also said it was suspending research coverage of Tesla.
The Wall Street Journal reported the Securities and Exchange Commission was investigating whether Tesla CEO Elon Musk was attempting to hurt the company's short-sellers when he tweeted about taking the company private. According to the report, the agency was asking Tesla's board of directors what Musk told them before he tweeted that he had secured the funding to convert Tesla into a private company, were the proposal to pass a shareholder vote.
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