Tesla Inc.’s board is forging ahead with its review of a deal to take the electric-vehicle maker private – without revealing to investors just what the proposal is or how it would be funded.
Directors plan to meet with financial advisers next week and are likely to tell Chairman Elon Musk to recuse himself while they evaluate his proposal, CNBC reported Thursday, citing unidentified people familiar with private conversations. A special committee of independent directors will likely review the details, and the board has told Musk, who’s also chief executive officer, that he needs his own separate advisers, one of the people said.
Tesla shares rose as much as 3.5 percent to $364.88 after the report, which came after the close of regular trading. The stock had dropped 7.1 percent in two days, as investors raised doubts that Musk would be able to secure financing for such a deal and the Securities and Exchange Commission was said to be scrutinizing public pronouncements by the company and its CEO.
Musk thrust his eight fellow directors into an unprecedented situation by tweeting Tuesday that he was considering taking Tesla private at $420 a share. Six board members issued a three-sentence statement the following day that failed to extinguish a blaze of questions, including how the deal would be funded and in what way it could be structured.
It’s unclear whether Saudi Arabia’s sovereign wealth fund, which is said to have built less than a 5 percent stake in Tesla, has agreed to commit money to the transaction, CNBC said. Musk spoke with the the Public Investment Fund about going private previously, according to the news outlet.
Musk, 47, has had to recuse himself from a Tesla deal before. He and Antonio Gracias, Tesla’s lead independent director, bowed out of the process of the company acquiring SolarCity Corp. in 2016. The two were both on the rooftop solar panel installer’s board, and Musk was SolarCity’s largest shareholder.
Tesla has typically picked either Goldman Sachs Group Inc. or Morgan Stanley to be lead underwriter when it’s sought to raise capital. The carmaker hired Evercore Inc. to advise on acquiring SolarCity, which itself hired French investment banking firm Lazard Group as lead adviser along with several other large banks.
Since Musk vowed Tuesday that he had “funding secured” at a spectacular $82 billion valuation, he has offered no evidence to back up the statement. Nor has anyone stepped forward publicly — or privately — to say they’re behind the plan. People with or close to 15 financial institutions and technology firms who spoke on the condition of anonymity said they weren’t aware of financing having been locked in before Musk’s tweet.
“I don’t really understand the idea of what was suggested in the potential for them to go private,” Dick Weil, CEO of Janus Henderson Group, said in an interview with Bloomberg Television. “That’s obviously an incredibly large valuation to somehow take into the private market.”
All of which could be problematic as the Securities and Exchange Commission starts investigating the matter. Regulators have asked the company if what Musk tweeted was factual and why such a disclosure was made via social media rather than in a filing, according to the Wall Street Journal, citing unidentified people familiar with the matter. Judith Burns, an SEC spokeswoman, declined to comment. Tesla also declined to comment.
“When Musk tweeted this, was he saying this was something that was definitely going to happen? Something that might happen?” said Ira Matetsky, a partner at Ganfer Shore Leeds & Zauderer in New York. “How would a reasonable investor interpret that and was it consistent with the facts as they existed at the time?”
The chief executive officer raised the go-private possibility with the board last week, according to a statement from six of Tesla’s nine directors. They said he had “addressed the funding for this to occur,” without providing details.
As for Tesla shareholders, Musk said in one of his Twitter posts that “investor support is confirmed” for his plan. The company’s largest shareholders have declined to comment. A spokeswoman for the California State Teachers’ Retirement System, which as of March owned about 213,000 shares, said there was no heads-up given.
Musk’s personal stake in Tesla is almost 20 percent, meaning he would need roughly $70 billion to take it out of the market. That kind of money may be accessible through sovereign wealth funds or other strategic investors, said Dwight Scott, president of Blackstone Group LP’s GSO Capital Partners. Tesla is an unlikely candidate for debt investors to be willing to help go private.