- In a tweet, Elon Musk says he is working with Silver Lake and Goldman Sachs as financial advisors, and Wachtell, Lipton, Rosen & Katz and Munger, Tolles & Olson as legal advisors on potentially taking Tesla private.
- Musk says his claim last week that the necessary funding had been secured was based on repeated and ongoing conversations with the Saudi Arabian sovereign wealth fund.
- The take-private tweet may have violated an SEC rule about public announcements.
- Musk says he felt it was necessary to inform all Tesla shareholders of his desire to go private.
In a Twitter post, Musk said those two firms are acting as financial advisors, and he's also working with Wachtell, Lipton, Rosen & Katz and Munger, Tolles & Olson as legal advisors.
Elon Musk tweet: 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
Reuters reported, citing a source, that Silver Lake said it is not currently discussing participating as an investor in Musk's proposed take-private deal. The wire service added that a source said Silver Lake was offering its assistance to Musk without compensation and had not been hired as a financial adviser in an official capacity.
Musk sought to clear up questions around taking his electric vehicle company private earlier on Monday, saying his claim last week that the necessary funding had been secured was based on repeated and ongoing conversations with the Saudis.
"Going back almost two years, the Saudi Arabian sovereign wealth fund has approached me multiple times about taking Tesla private," Musk said in a blog post published Monday. "Recently, after the Saudi fund bought almost 5 percent of Tesla stock through the public markets, they reached out to ask for another meeting. That meeting took place on July 31st. ... I left the July 31st meeting with no question that a deal with the Saudi sovereign fund could be closed."
The Saudi sovereign fund declined to comment when reached by CNBC, but is considering raising its holdings in Telsa, the Wall Street Journal reported later Monday citing unnamed sources.
Tesla has been battling wild stock swings and widespread scrutiny in the week following Musk's tweet last Tuesday. The SEC reportedly intensified previous inquiries into Tesla based on the tweet, which may have violated a rule that prohibits publicly traded companies from announcing plans to buy or sell securities if executives don't intend to follow through, don't have the means to complete the deal or are flat out trying to manipulate the stock price.
Shares of Tesla fluctuated throughout the day, but ended trading fractionally up.
"Before anyone is asked to decide on going private, full details of the plan will be provided, including the proposed nature and source of the funding to be used. However, it would be premature to do so now," Musk said. "I continue to have discussions with the Saudi fund, and I also am having discussions with a number of other investors. ... It is appropriate to complete those discussions before presenting a detailed proposal to an independent board committee."
CNBC reported last week that the Tesla board planned to meet with financial advisers this week to formalize a process to explore Musk's proposal. The board is also likely to ask Musk to recuse himself from the decision, people familiar with the discussions said.
The Tesla board had already met "several times" to discuss the possibility of going private, members of the board said last week, but Musk said Monday he felt it was necessary to inform all of Tesla's shareholders.
"It wouldn't be right to share information about going private with just our largest investors without sharing the same information with all investors at the same time," Musk wrote. "As a result, it was clear to me that the right thing to do was announce my intentions publicly."
Here's the full blog post from Musk:
As I announced last Tuesday, I'm considering taking Tesla private because I believe it could be good for our shareholders, enable Tesla to operate at its best, and advance our mission of accelerating the transition to sustainable energy. As I continue to consider this, I want to answer some of the questions that have been asked since last Tuesday.
What has happened so far?
On August 2nd, I notified the Tesla board that, in my personal capacity, I wanted to take Tesla private at $420 per share. This was a 20% premium over the ~$350 then current share price (which already reflected a ~16% increase in the price since just prior to announcing Q2 earnings on August 1st). My proposal was based on using a structure where any existing shareholder who wished to remain as a shareholder in a private Tesla could do so, with the $420 per share buyout used only for shareholders that preferred that option.
After an initial meeting of the board's outside directors to discuss my proposal (I did not participate, nor did Kimbal), a full board meeting was held. During that meeting, I told the board about the funding discussions that had taken place (more on that below) and I explained why this could be in Tesla's long-term interest.
At the end of that meeting, it was agreed that as a next step, I would reach out to some of Tesla's largest shareholders. Our largest investors have been extremely supportive of Tesla over the years, and understanding whether they had the ability and desire to remain as shareholders in a private Tesla is of critical importance to me. They are the ones who believed in Tesla when no one else did and they are the ones who most believe in our future. I told the board that I would report back after I had these discussions.
Why did I make a public announcement?
The only way I could have meaningful discussions with our largest shareholders was to be completely forthcoming with them about my desire to take the company private. However, it wouldn't be right to share information about going private with just our largest investors without sharing the same information with all investors at the same time. As a result, it was clear to me that the right thing to do was announce my intentions publicly. To be clear, when I made the public announcement, just as with this blog post and all other discussions I have had on this topic, I am speaking for myself as a potential bidder for Tesla.
Why did I say "funding secured"?
Going back almost two years, the Saudi Arabian sovereign wealth fund has approached me multiple times about taking Tesla private. They first met with me at the beginning of 2017 to express this interest because of the important need to diversify away from oil. They then held several additional meetings with me over the next year to reiterate this interest and to try to move forward with a going private transaction. Obviously, the Saudi sovereign fund has more than enough capital needed to execute on such a transaction.
Recently, after the Saudi fund bought almost 5% of Tesla stock through the public markets, they reached out to ask for another meeting. That meeting took place on July 31st. During the meeting, the Managing Director of the fund 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. This is why I referred to "funding secured" in the August 7th announcement.
Following the August 7th announcement, I have continued to communicate with the Managing Director of the Saudi fund. He has expressed support for proceeding subject to financial and other due diligence and their internal review process for obtaining approvals. He has also asked for additional details on how the company would be taken private, including any required percentages and any regulatory requirements.
Another critical point to emphasize is that before anyone is asked to decide on going private, full details of the plan will be provided, including the proposed nature and source of the funding to be used. However, it would be premature to do so now. I continue to have discussions with the Saudi fund, and I also am having discussions with a number of other investors, which is something that I always planned to do since I would like for Tesla to continue to have a broad investor base. It is appropriate to complete those discussions before presenting a detailed proposal to an independent board committee.
It is also worth clarifying that most of the capital required for going private would be funded by equity rather than debt, meaning that this would not be like a standard leveraged buyout structure commonly used when companies are taken private. I do not think it would be wise to burden Tesla with significantly increased debt.
Therefore, reports that more than $70B would be needed to take Tesla private dramatically overstate the actual capital raise needed. The $420 buyout price would only be used for Tesla shareholders who do not remain with our company if it is private. My best estimate right now is that approximately two-thirds of shares owned by all current investors would roll over into a private Tesla.
What are the next steps?
As mentioned earlier, I made the announcement last Tuesday because I felt it was the right and fair thing to do so that all investors had the same information at the same time. I will now continue to talk with investors, and I have engaged advisors to investigate a range of potential structures and options. Among other things, this will allow me to obtain a more precise understanding of how many of Tesla's existing public shareholders would remain shareholders if we became private.
If and when a final proposal is presented, an appropriate evaluation process will be undertaken by a special committee of Tesla's board, which I understand is already in the process of being set up, together with the legal counsel it has selected. If the board process results in an approved plan, any required regulatory approvals will need to be obtained and the plan will be presented to Tesla shareholders for a vote.
—CNBC's Alex Sherman, Dawn Kopecki and Robert Ferris and Reuters contributed to this report.