Elon Musk Proposes Private Tesla Ownership

mmcartalk

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Elon Musk stunned the business world today by proposing that Tesla stock be privatized and set at $420 a share. I'm not a lawyer (or with the SEC) but it sounds like possible stock-price manipulation to me (especially from a company insider)....which is illegal, though those laws may not (?) apply to private ownership.

https://www.washingtonpost.com/techn...ational&wpmk=1

Tesla suspends shares after Elon Musk tweets he wants to take the carmaker private

VICIK2U2EMI6RKGYTNGBGKDNNM.jpg


Tesla's showroom in Beijing. (Jason Lee/Reuters)
By Drew HarwellAugust 7 at 3:16 PM

BREAKING: Tesla suspends shares after chief Elon Musk’s tweets

Tesla chief Elon Musk stunned investors Tuesday when he tweeted that he was considering taking the company private, sending its stock soaring more than 7 percent before trading was halted.

Musk said he had “funding secured” to take the all-electric automaker private at $420 a share, far above its current $360 stock price. That would value the company — already the United States' most valuable automaker — at more than $70 billion.

Tesla shares were halted around 2 p.m. in advance of pending news.

Musk’s tweet was an exceedingly rare way to break potentially monumental news. Public companies often halt trading in their stock and file official releases before making similar statements so as to minimize market jolts and abide by guidance from the Securities and Exchange Commission.

The sudden announcement gained immediate criticism from former regulators who suggested it may conflict with SEC rules for market-moving statements. Harvey Pitt, a former SEC chairman, told CNBC on Tuesday that Musk’s tweets “might constitute fraud if any of the facts he disclosed are not true” or if there was any indication he had floated the proposal purely to boost the stock price.

The company did not respond to requests for comment.

But Musk continued to tweet,
, “I don’t have a controlling vote now & wouldn’t expect any shareholder to have one if we go private. I won’t be selling in either scenario.” (Musk owns approximately 20 percent of Tesla.)

Musk there would be “no forced sales” of stock and that it “will be way smoother & less disruptive as a private company,” adding that it would end “negative propaganda from shorts.” Musk also “yes” when a Twitter user suggested taking the company private would save “a lot of headaches.”

Tesla’s CEO lashed out at analysts and the media during a wide-ranging earnings call. (Tesla via Earningscast)

He that there would be “no change” to his role as chief executive and that his “hope is *all* current investors remain with Tesla even if we’re private.” “Shareholders could either to sell at 420 or hold shares & go private,” he .

Musk has long voiced annoyance with the public markets, where the company is beholden to investors and must report quarterly on its losses. The automaker is also the most shorted on Wall Street, with many investors betting the company will fail.

Musk’s tweet came shortly after the Financial Times reported the state investment fund of Saudi Arabia had accumulated a stake of up to 5 percent in the company, making it one of Tesla’s biggest shareholders.

Gene Munster, the managing partner of venture-capital firm Loup Ventures, said Tuesday that that he estimated “there is a 1 in 3 chance he can actually pull this off and bring Tesla private” because the higher share price “may not be high enough to incentivize existing shareholders to support the sale.”

Munster also said he did not see legal risk from Musk’s tweets because of the Reed Hastings Rule, an SEC guideline announced in 2013 that said it was okay for companies to reveal key information on social media as long as investors have been alerted.

The company said last week that it had burned more than $700 million in cash during the second quarter but made roughly $4 billion in revenue amid increased production of its new Model 3 sedan. Musk said the automaker, which has never made an annual profit, would be profitable by the second half of the year.

Tesla has about $10 billion in outstanding debts and about $2 billion in cash reserves, but Musk has asserted in recent months that the company would have no need to raise new funds. “Are we running low on money? The answer is no,” Musk told investment analysts last week.

It is far from the first time Musk has dropped a financial bomb to his 22 million Twitter followers. On April Fools' Day, amid growing concerns about the company’s cash stockpile, Musk joked via tweets that Tesla had gone “so bankrupt you can’t believe it.”

Musk has long waged war against the short sellers betting the company’s value will plummet. Over the weekend, he tweeted a video parody that cast Adolf Hitler as a short seller flying into a rage at Tesla’s recent financial reports. “Dang, turns out even Hitler was shorting Tesla stock …” Musk tweeted.

Musk originally brought Tesla public in 2010 to help raise funds for the company’s growth. It remained unclear where Musk would get the tens of billions of dollars needed to buy out company shareholders.

Going private would ease the pressure on the embattled company as it works toward what Musk has promised would be sustainable profits. It would also remove key disclosure and reporting requirements that have forced Musk to regularly explain and defend the company to analysts, investors and journalists.

Musk’s other companies specializing in private spaceflight and underground supertrains — SpaceX and The Boring Company — remain private, and Musk has shown reluctance about opening them to the public markets. In 2013, he emailed SpaceX employees that he was “hesitant to foist being public” on the company “given the long term nature of our mission.”

The oil-rich kingdom of Saudi Arabia, now led by crown prince Mohammed bin Salman, has shown a key interest in flashy technological investments. The Saudi wealth fund said last year it would invest $1 billion in the private space companies run by Virgin Group founder Richard Branson.
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Ian Schmidt

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Reportedly, Musk was trying to get bailed out by Softbank and they refused, which led to this.

And there are dozens of reports of people being scheduled for delivery and then showing up to no car in the last week or so, which doesn't sound healthy.
 

mmcartalk

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Seems like Tesla is replacing VW as the scandal poster-child of the auto industry. Now, Musk is finding himself being sued by the SEC over the earlier "plan" to go private.

https://www.autoblog.com/2018/09/27/sec-sues-elon-musk-fraud-tesla/

SEC sues Elon Musk, accuses him of fraud, and Tesla stock drops
Says Musk 'knew or was reckless in not knowing' he was misleading investors

REUTERS

Sep 27th 2018 at 4:48PM
engineer-and-tech-entrepreneur-elon-musk-of-the-boring-company-as-picture-id974773028

NEW YORK — The U.S. Securities and Exchange Commission on Thursday sued Tesla Chief Executive Elon Musk, accusing him of securities fraud for making a series of "false and misleading" tweets about potentially taking the electric car company private.

In a complaint filed in Manhattan federal court, the SEC said Musk "knew or was reckless in not knowing" that he was misleading investors on Aug. 7 by telling his more than 22 million Twitter followers that he might take Tesla private at $420 per share, and that there was "funding secured."

The complaint also faults subsequent tweets in which Musk said "investor support is confirmed," and that a "special purpose fund" might be created for investors who stick with the Palo Alto, California-based company.

"In truth and in fact, Musk had not even discussed, much less confirmed, key deal terms, including price, with any potential funding source," the SEC said in the complaint.

Musk in a statement said, "This unjustified action by the SEC leaves me deeply saddened and disappointed. I have always taken action in the best interests of truth, transparency and investors. Integrity is the most important value in my life and the facts will show I never compromised this in any way."

Tesla shares fell 10 percent in after-hours trading.

Thursday's lawsuit makes Musk one of the highest-profile executives to be accused by the SEC of securities fraud.

It also seeks to bar him from running public companies as either an officer or director, which would include Tesla, as well as an unspecified civil fine.

The SEC does not have criminal enforcement power.

Musk has long used Twitter to criticize short-sellers betting against his company, and several investor lawsuits have been filed against him and Tesla over the tweets.

On Aug. 24, after news of the SEC probe had become known, Musk blogged that Tesla would remain public, citing investor resistance.
 

mikeavelli

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I mean, you just can't tweet that type of stuff in the position he is in.... but I guess since our president just blabbers what he wants it is open season for everyone to do the same...

Hopefully its resolved with a fine...
 

mmcartalk

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I mean, you just can't tweet that type of stuff in the position he is in.... but I guess since our president just blabbers what he wants it is open season for everyone to do the same...

Hopefully its resolved with a fine...

This is Musk's problem, not Trump's. Like Piech and Winterkorn over at VW, he got his company into this mess, and he's going to have to find a way to deal with it. Trump can Tweet away all day long, and it's not going to help Musk.

Yes, Trump could (theoretically) pardon Musk from any Federal SEC or securities-offense, but, to be honest, I don't see that happening. He and Musk aren't that close personally, and, from what I can tell, Trump is generally not a fan of electric vehicles.
 
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Ian Schmidt

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Musk also was offered a quiet settlement with the SEC where he'd pay a fine and step down instead of getting dragged through the media, but you can see what he chose. Also, he's now said the famous $420 target was to "impress [his] girlfriend".

Regarding President Trump, it could go either way. On one hand, I don't think he cares one way or the other about electric vs gas cars as long as you can get them with gold wheels, but he would like to see them built in the US. But on the other hand, Silicon Valley billionaires aren't exactly known for being friendly to Trump so he's probably not inclined to bail one out.
 

mmcartalk

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Also, he's now said the famous $420 target was to "impress [his] girlfriend".

He already makes what is arguably the most advanced pure-electric vehicle in the industry......and then has to try and impress his GF with a stock price? :rolleyes: No wonder this guy gets into trouble.


And, BTW.......I didn't know his latest girl friend was a pop star....Grimes.

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mmcartalk

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An interesting video. Apparently he had a previous chance to settle, but turned it down.

 

mmcartalk

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OK, Folks, looks like the unofficial settlement is done.....though it still has to be approved in court. Musk steps down as Chairman for at least three years, keeps the CEO position, stays on the board, and pays a $20 million fine.

https://www.washingtonpost.com/busi...igning-board-chairman/?utm_term=.a9230a6ec404

Tesla’s Elon Musk settles with SEC, paying $20 million fine and resigning as board chairman



Renae Merle
September 29 at 8:29 PM

Tesla chief executive Elon Musk agreed on Saturday to step down as chairman of the electric car maker he founded, an unexpected resolution to a lawsuit filed by the Securities and Exchange Commission 48 hours earlier that threatened to throw Tesla into unprecedented chaos.

The SEC sued Musk on Thursday for allegedly lying to investors when he tweeted last month that he had “funding secured” to take Tesla private. It sought to ban the impulsive billionaire from serving as chief executive of any public company.

As part of the settlement, Musk will pay a $20 million fine. Tesla will separately pay another $20 million, add two new independent directors to its board, and monitor more closely Musk’s public communications -- the source of many of the scandals that have roiled the ambitious but unprofitable company this year.

The conditions of the agreement "are specifically designed to address the misconduct at issue by strengthening Tesla’s corporate governance and oversight in order to protect investors,” Stephanie Avakian, co-director of the SEC’s Enforcement Division, said in a statement.

Musk and Tesla were not required to admit to any wrongdoing as part of the settlement. Tesla declined to comment on the settlement.



Musk settles with SEC, steps down as board chairman of Tesla
The Security and Exchange Commission reached an agreement with Elon Musk. He will pay a $20 million fine and step down as board chairman of Tesla. (Jhaan Elker/The Washington Post)

Reacting to the lawsuit earlier in the week, Musk said the SEC’s “unjustified action" left him “deeply saddened and disappointed.” “Integrity is the most important value in my life and the facts will show I never compromised this in any way,” he added.

The deal announced Saturday was all the more surprising because the SEC had offered similar terms last week after conducting an investigation that was unusually quick. Musk abruptly rejected that initial settlement earlier this week, people familiar with the matter said, prompting the SEC to file civil suit Thursday afternoon. Musk, meanwhile, hired several high-powered attorneys to prepare a defense, appearing to gear up for the fight of his career.

But Tesla’s stock tumbled more than 14 percent following the SEC lawsuit, reflecting the degree of risk associated with Musk’s leadership of the car maker in jeopardy. It is unclear why Musk, who rarely backs down from a fight, changed his mind.

The company’s attorneys, Bradley Bondi of Cahill Gordon & Reindel, and Musk’s attorney, Steven Farina of Williams & Connolly, held several late-night calls with the SEC, attempting to resolve the matter, according to a person close to the company but not authorized to speak about it publicly.

The capitulation was “likely due to pressure from investors,” said Michelle Krebs, executive analyst at Autotrader. Given the potential penalties they faced if the case had gone to trial, “Musk and Tesla got lucky. ... Still, a reckless tweet cost a lot of money – the $20-million tweet.”

The monetary penalty is a drop in the bucket for Musk, a multi-billionaire. Tesla views the settlement as having no long-term impact on its operations or liquidity, according to the person.

Musk stunned global financial markets on Aug. 7 when he issued tweets saying he had the “funding secured” to take his automaker private. Musk said the take-private deal was all but guaranteed, sending the Silicon Valley automaker’s stock soaring by nearly 11 percent. Then, after 17 days, Musk suddenly announced that he would not pursue the deal, leading the stock to plunge amid growing skepticism over the company’s long-term prospects.

But federal securities regulators say his statements were deceptive. Following its investigation, the SEC said the deal “was uncertain and subject to numerous contingencies.” Prosecutors alleged that Musk had not taken even basic steps to close a deal, including discussing specific terms, including price. In his initial tweet, Musk mentioned $420 as a price, but that was “because he had recently learned about the number’s significance in marijuana culture and thought his girlfriend ‘would find it funny, which admittedly is not a great reason to pick a price,’ ” according to the SEC complaint.

In discussions with the SEC, Tesla argued that Musk’s statements were true and that, either way, Tesla was not liable for them, the person close to the company said. In contrast to the fraud charge the SEC levied against Musk, the SEC settlement with the company determined Tesla did not have proper disclosure requirements in place to govern Musk’s tweets.

The settlement reflects an important principle, said SEC Chair Jay Clayton. “When companies and corporate insiders make statements, they must act responsibly,” he said, including ensuring “the statements are not false or misleading.”

The $40 million will be distributed to “harmed investors,” according to the SEC.

The settlement is a big victory for the SEC, which faced one of its most high-profile fights in years if the case had gone to trial. It filed suit just 51 days after Musk’s Aug. 7 tweet, suggesting prosecutors were confident in their case. But there were risks. Even if the jury found the evidence of fraud convincing, legal experts said, they could have been easily charmed by Musk.

A trial would have been risky for both sides, legal experts have said. “In the end, neither Musk nor the SEC wanted to play chicken,” said Jordan Thomas, a partner at Labaton Sucharow and a former Justice Department trial lawyer.

“I think that the settlement is a very fair and actually generous offer by the SEC. Given the complaint he was facing, I think it was wise to take this offer,” said Teresa Goody, a former SEC official who now advises companies on securities law and corporate governance.

Under the settlement, which is subject to court approval, Musk will resign as chairman of the automaker within 45 days and be barred from that position for three years. He will be allowed to remain on the board.

A change at the helm of Tesla’s board could be good for the company, said Rebecca Lindland, executive analyst at Kelley Blue Book. “A new chairman will also provide much needed guidance [while allowing] Elon to continue with his vision of changing the face of mobility,” she said.

Stepping down as chairman is potentially humbling for Musk, 47, who is currently Tesla’s chairman, chief executive and largest shareholder, with a roughly 20 percent stake in the company. He oversees virtually all of the company’s development, engineering and design.

He also commands a vast audience on Twitter, where he has more than 22 million followers, which Tesla agreed to monitor more closely under the settlement. Musk must now have the company sign off on any written statements, including on Twitter, that could be deemed material.

This is not the only time Musk’s tweets have stirred trouble. Earlier this month, a Thai-cave rescue volunteer sued Musk for defamation after the executive posted unsubstantiated tweets claiming that the volunteer was a “pedo” and “child rapist.”

The settlement ends one potential nightmare for the company. Some investors worried about how the electric car company would fare without Musk’s vision and tenacity. But others stumbling blocks remain. Tesla faces several shareholder lawsuits tied to the Aug. 7 tweet and the Justice Department is also investigating the issue.

Tesla also remains under financial pressure. It has endured months of production problems and an exodus of top executives as it faces down more than $10 billion in lingering debts.
 
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OK, Folks, looks like the unofficial settlement is done.....though it still has to be approved in court. Musk steps down as Chairman for at least three years, keeps the CEO position, stays on the board, and pays a $20 million fine.

https://www.washingtonpost.com/busi...igning-board-chairman/?utm_term=.a9230a6ec404

Tesla’s Elon Musk settles with SEC, paying $20 million fine and resigning as board chairman



Renae Merle
September 29 at 8:29 PM

Tesla chief executive Elon Musk agreed on Saturday to step down as chairman of the electric car maker he founded, an unexpected resolution to a lawsuit filed by the Securities and Exchange Commission 48 hours earlier that threatened to throw Tesla into unprecedented chaos.

The SEC sued Musk on Thursday for allegedly lying to investors when he tweeted last month that he had “funding secured” to take Tesla private. It sought to ban the impulsive billionaire from serving as chief executive of any public company.

As part of the settlement, Musk will pay a $20 million fine. Tesla will separately pay another $20 million, add two new independent directors to its board, and monitor more closely Musk’s public communications -- the source of many of the scandals that have roiled the ambitious but unprofitable company this year.

The conditions of the agreement "are specifically designed to address the misconduct at issue by strengthening Tesla’s corporate governance and oversight in order to protect investors,” Stephanie Avakian, co-director of the SEC’s Enforcement Division, said in a statement.

Musk and Tesla were not required to admit to any wrongdoing as part of the settlement. Tesla declined to comment on the settlement.



Musk settles with SEC, steps down as board chairman of Tesla
The Security and Exchange Commission reached an agreement with Elon Musk. He will pay a $20 million fine and step down as board chairman of Tesla. (Jhaan Elker/The Washington Post)

Reacting to the lawsuit earlier in the week, Musk said the SEC’s “unjustified action" left him “deeply saddened and disappointed.” “Integrity is the most important value in my life and the facts will show I never compromised this in any way,” he added.

The deal announced Saturday was all the more surprising because the SEC had offered similar terms last week after conducting an investigation that was unusually quick. Musk abruptly rejected that initial settlement earlier this week, people familiar with the matter said, prompting the SEC to file civil suit Thursday afternoon. Musk, meanwhile, hired several high-powered attorneys to prepare a defense, appearing to gear up for the fight of his career.

But Tesla’s stock tumbled more than 14 percent following the SEC lawsuit, reflecting the degree of risk associated with Musk’s leadership of the car maker in jeopardy. It is unclear why Musk, who rarely backs down from a fight, changed his mind.

The company’s attorneys, Bradley Bondi of Cahill Gordon & Reindel, and Musk’s attorney, Steven Farina of Williams & Connolly, held several late-night calls with the SEC, attempting to resolve the matter, according to a person close to the company but not authorized to speak about it publicly.

The capitulation was “likely due to pressure from investors,” said Michelle Krebs, executive analyst at Autotrader. Given the potential penalties they faced if the case had gone to trial, “Musk and Tesla got lucky. ... Still, a reckless tweet cost a lot of money – the $20-million tweet.”

The monetary penalty is a drop in the bucket for Musk, a multi-billionaire. Tesla views the settlement as having no long-term impact on its operations or liquidity, according to the person.

Musk stunned global financial markets on Aug. 7 when he issued tweets saying he had the “funding secured” to take his automaker private. Musk said the take-private deal was all but guaranteed, sending the Silicon Valley automaker’s stock soaring by nearly 11 percent. Then, after 17 days, Musk suddenly announced that he would not pursue the deal, leading the stock to plunge amid growing skepticism over the company’s long-term prospects.

But federal securities regulators say his statements were deceptive. Following its investigation, the SEC said the deal “was uncertain and subject to numerous contingencies.” Prosecutors alleged that Musk had not taken even basic steps to close a deal, including discussing specific terms, including price. In his initial tweet, Musk mentioned $420 as a price, but that was “because he had recently learned about the number’s significance in marijuana culture and thought his girlfriend ‘would find it funny, which admittedly is not a great reason to pick a price,’ ” according to the SEC complaint.

In discussions with the SEC, Tesla argued that Musk’s statements were true and that, either way, Tesla was not liable for them, the person close to the company said. In contrast to the fraud charge the SEC levied against Musk, the SEC settlement with the company determined Tesla did not have proper disclosure requirements in place to govern Musk’s tweets.

The settlement reflects an important principle, said SEC Chair Jay Clayton. “When companies and corporate insiders make statements, they must act responsibly,” he said, including ensuring “the statements are not false or misleading.”

The $40 million will be distributed to “harmed investors,” according to the SEC.

The settlement is a big victory for the SEC, which faced one of its most high-profile fights in years if the case had gone to trial. It filed suit just 51 days after Musk’s Aug. 7 tweet, suggesting prosecutors were confident in their case. But there were risks. Even if the jury found the evidence of fraud convincing, legal experts said, they could have been easily charmed by Musk.

A trial would have been risky for both sides, legal experts have said. “In the end, neither Musk nor the SEC wanted to play chicken,” said Jordan Thomas, a partner at Labaton Sucharow and a former Justice Department trial lawyer.

“I think that the settlement is a very fair and actually generous offer by the SEC. Given the complaint he was facing, I think it was wise to take this offer,” said Teresa Goody, a former SEC official who now advises companies on securities law and corporate governance.

Under the settlement, which is subject to court approval, Musk will resign as chairman of the automaker within 45 days and be barred from that position for three years. He will be allowed to remain on the board.

A change at the helm of Tesla’s board could be good for the company, said Rebecca Lindland, executive analyst at Kelley Blue Book. “A new chairman will also provide much needed guidance [while allowing] Elon to continue with his vision of changing the face of mobility,” she said.

Stepping down as chairman is potentially humbling for Musk, 47, who is currently Tesla’s chairman, chief executive and largest shareholder, with a roughly 20 percent stake in the company. He oversees virtually all of the company’s development, engineering and design.

He also commands a vast audience on Twitter, where he has more than 22 million followers, which Tesla agreed to monitor more closely under the settlement. Musk must now have the company sign off on any written statements, including on Twitter, that could be deemed material.

This is not the only time Musk’s tweets have stirred trouble. Earlier this month, a Thai-cave rescue volunteer sued Musk for defamation after the executive posted unsubstantiated tweets claiming that the volunteer was a “pedo” and “child rapist.”

The settlement ends one potential nightmare for the company. Some investors worried about how the electric car company would fare without Musk’s vision and tenacity. But others stumbling blocks remain. Tesla faces several shareholder lawsuits tied to the Aug. 7 tweet and the Justice Department is also investigating the issue.

Tesla also remains under financial pressure. It has endured months of production problems and an exodus of top executives as it faces down more than $10 billion in lingering debts.

If he would only just resign as CEO as well......
 

mmcartalk

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I think “pulling out” was before Saturday’s revised settlement. Therefore a revised settlement agreed to Saturday is being worked now.

This is getting to be more of a soap opera than even the VW scandal. It looks to me like Musk is simply letting his King-sized ego dictate things, rather than common sense. Translated, in plain English.........."How dare they do this to me"......I'll show 'Em"

........and the show goes on.
 
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