(Bloomberg) -- Elon Musk captivated the financial world by blurting out via Twitter his vision of transforming Tesla Inc. into a private company—then stunned investors again by deciding to stay public after. The chairman, chief executive officer and largest shareholder of the electric-car maker took a highly controversial—and perhaps legally dubious—approach to laying out his vision for going private, and his sudden reversal is unlikely to fend off scrutiny from regulators.
Here's a timeline of key events so far:
Early 2017: Musk has his first meeting with Saudi Arabia's sovereign wealth fund. According to the Tesla CEO, the Public Investment Fund expresses interest in helping to take the electric-car maker private as a way to diversify its oil-dependent investment portfolio. Musk says the Saudis reiterate this interest in several additional meetings over the course of the next year.
April 2017: Musk meets with SoftBank Group Corp. CEO Masayoshi Son to discuss an investment in Tesla, according to people familiar with the matter. The talks touch on taking Tesla private, but fail to progress due to disagreements over ownership.
July 31, 2018: Musk meets with the managing director of PIF after the fund buys an almost 5 percent stake through the public markets. According to Musk's retelling, the managing director regrets that they had not moved forward together with a go-private transaction and “strongly expressed his support for funding” one.
Musk says later that he understood this to mean that no other decision-makers were needed to proceed and that there was “no question” that a deal with the fund could be closed.
Aug. 2: Musk notifies Tesla's board that he wants to take the company private at $420 a share, a 20 percent premium to where the shares closed for the day. The stock had surged following the company's Aug. 1 report of a smaller-than-expected quarterly cash burn and Musk's apology to two analysts for his impolite behavior during a previous earnings call.
Aug. 7: The Financial Times reports that the Saudi fund had built a roughly $2 billion stake in Tesla. About half an hour later, Musk tweets:
Am considering taking Tesla private at $420. Funding secured.
In subsequent posts, Musk writes that he:
- Won't have a controlling vote with Tesla, wouldn't expect any shareholder to and won't be selling any stock
- Hopes all current investors remain with Tesla, and that he'd create a “special purpose fund” enabling this similar to one set up at SpaceX, his rocket company, with Fidelity
- Would limit liquidity events to every six months or so
- Wouldn't force any shareholders to sell
In an email to employees, Musk says his reason for trying to take the company private is “all about creating the environment for Tesla to operate best,” without the distractions of wild swings in the stock price and attacks by short sellers. The email is republished as a post on Tesla's official blog, which Musk then shares in one more tweet:
Investor support is confirmed. Only reason why this is not certain is that it's contingent on a shareholder vote. https://t.co/bIH4Td5fED
Aug. 8: Six of the nine directors on Tesla's board issue a three-sentence statement:
Last week, Elon opened a discussion with the board about taking the company private. This included discussion as to how being private could better serve Tesla's long-term interests, and also addressed the funding for this to occur. The board has met several times over the last week and is taking the appropriate next steps to evaluate this.
Aug. 9: Tesla shares drop below where they were when Musk sent his initial tweet, amid mounting doubts of Musk's ability to pull off the transaction and reports that the Securities and Exchange Commission is gathering information about the CEO and the company's pronouncements.
Aug. 10: The first shareholder complaint is filed as a securities-fraud class action in federal court in San Francisco. Several other suits follow.
Aug. 12: Bloomberg News reports that the PIF is working to be part of any investor pool that emerges to take Tesla private, citing people familiar with the fund's plans. SoftBank, meanwhile, is said to be uninterested in participating.
Aug. 13: Tesla publishes a second blog post by Musk describing the backstory of the Saudi fund's interest in taking Tesla private and cites this as justification for going public with the idea. He says he's continued to communicate with the PIF's managing director, who was expressing support for proceeding, subject to due diligence, approvals and regulatory requirements. Musk adds that he's having discussions with “a number of other investors.”
Musk says it wouldn't be wise to burden Tesla with significantly more debt and that most of the capital needed to go private will be funded with equity. He estimates that investors would roll about two-thirds of Tesla's shares into the private entity.
Not done yet, Musk tweets late in the day:
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
Aug. 14: Tesla announces that its board has formed a special committee comprised of three independent directors: Brad Buss, Robyn Denholm and Linda Johnson Rice. The company says the committee had not received a formal proposal from Musk, nor had it concluded whether a privatization deal would be feasible or viable.
Aug. 15: Tesla is said to have received a subpoena from the SEC. Goldman Sachs suspends analysts' coverage of Tesla and confirms it's acting as a financial adviser “in connection with a matter that is fundamental” to the company's value.
Aug. 16: The New York Times publishes a bombshell interview in which Musk says he tweeted his intention to go private on the way to the airport, raising questions as to how secure funding for a deal really was. He also details the “excruciating” stress he's under and says his friends are worried about his well-being. Shares fall 8.9 percent the next day.
Aug. 21: Morgan Stanley suspends analysts' coverage of Tesla shares, and a person familiar with the matter later says the firm is advising Musk on a proposal to take the automaker private.
Aug. 24: Musk meets with the board and informs the directors that he's considered all the ramifications of going private and has decided it's not best for Tesla. The special committee is dissolved.
Aug. 25: Musk announces in a late Friday night blog post that Tesla isn't going private anymore, saying shareholders prefer the company stay public. The independent board members reiterate their backing of Musk as Tesla's leader.To contact the editor responsible for this story: Craig Trudell at ctrudell1@bloomberg.net
©2018 Bloomberg L.P.
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