Elon Musk set off a dramatic and defining series of events for electric automotive producer Tesla, Inc. in early August by announcing his plans to take the company private. If it were any year prior, or anyone but Musk, it might seem unlikely that Tesla’s latest controversy began over Twitter. Nevertheless, with just nine fateful words, Musk made international news, sparked accusations of fraud, and turned Tesla’s stock into a rollercoaster ride for investors with no way off.
Just two months after that tweet, Musk has been sued by the Securities and Exchange Commission (SEC), forced to step down as Chairman of Tesla, and fined $20 million in damages — all of that, and Tesla will continue to be publicly traded. Although Musk has since reached a settlement with the SEC and formally abandoned the idea of taking Tesla private, it remains to be seen how the automotive company will perform in absence of its founder and former chairman.
With Musk making headlines as recently as last week, it’s anybody’s guess where the company’s other foot will fall. Here’s what you need to know to make sense of this saga before heading into the next chapter of Tesla trading.
August 7: ‘Funding Secured’
On August 7, Elon Musk surprised shareholders, board members, and market analysts by announcing that he had secured the funding required to take Tesla private. In his tweet, Musk suggested that he would purchase Tesla stocks at $420 each, more than a 20% premium over the current share price of $370.
Am considering taking Tesla private at $420. Funding secured.
— Elon Musk (@elonmusk) August 7, 2018
When Musk’s tweet went live at 12:48 pm EST, investors rushed to purchase Tesla shares at $370 each, hoping to gain from the proposed $420 share price buyout. That afternoon, Tesla’s stock price skyrocketed by more than 8.5% and would continue to increase to $379.57.
By market close, however, investors began to wonder how Musk would fund the move to go private. Although the Tesla CEO owns 20% of the company, purchasing the remaining 80% of stock at $420 per share would cost about $72 billion, making it the largest corporate buyout in history.
August 8: SEC Asks Tesla How ‘Secure’ Its Funding Is
Whatever uncertainty arose from Musk’s tweet was compounded by Tesla’s board members the following day. Tesla board members Brad Buss, Robyn Denholm, Ira Ehrenpreis, Antonio Gracias, Linda Johnson Rice, and James Murdoch said in a joint statement that Musk had discussed going private with them a week earlier.
"Last week, Elon opened a discussion with the board about taking the company private,” Tesla’s board wrote in a joint statement. “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.”
Tesla’s board admitted that it had discussed taking the company private, but it did so with a far less certainty than Musk’s tweet. Perhaps more important than what Tesla’s board does say, is what it doesn’t. The August 8 statement says nothing of conducting a shareholder vote, approving the public announcement via Twitter, or securing funding.
This discrepancy between Chief Executive and Board led the SEC to conduct an inquiry into Tesla that same day. According to Rule 14e-8, the Federal Agency prohibits publicly traded companies from announcing plans to buy or sell shares if executives (1) do not intend to follow through, (2) do not have the means to complete the deal, or (3) are lying to manipulate a stock’s price.
The agency began investigating whether Musk’s statement was truthful and why it had been made on Twitter instead of in a regulatory filing. By market close, Tesla's stock had fallen 2.4 percent to $370.34 a share.
August 9: Tesla Begins Deliberations with Investors
Musk begins early deliberations with investors but has yet to formally hire a bank or finalize a funding plan for taking the company private. This news, leaked by people familiar with the matter, suggests that Musk may have lied when tweeting “Funding Secured” two days earlier. By the end of trading on August 9 and in response to news of the SEC’s investigation, Tesla’s stock had fallen to $352.45.
August 10: Lawsuits Against Musk, Tesla Allege Fraud
On August 10, two Tesla shareholders file separate lawsuits against Musk in federal court in San Fransisco. The lawsuits seek class-action status on behalf of investors who had purchased Tesla stock between August 7 and August 10 after being misled by Musk’s announcement.
"It is clear that Defendant Musk tweeted materially false and misleading information regarding the Going Private Transaction to exact personal revenge and 'squeeze-out' the short-sellers who had purportedly been badgering him for months," one of the complaints states.
Short sellers are investors who make money by betting against a company. Basically, they “borrow” shares when markets are high and sell them off with the expectation that the company will underperform in the future. The trader is considered “short” because they have sold something that they technically do not own. That is, the short sale was only made possible by borrowing the shares, which the owner may demand back at some point.
Let’s say a trader borrowed and sold a stock at $50 per share. If the stock price drops to $45 the following week, the trader can close the short and replace the borrowed shares at a lower rate, earning $5 per share in the process. If a stock unexpectedly surges, however, as Tesla’s did after Musk’s tweet, short sellers are at a significant disadvantage.
Tesla is the most “shorted” company on Wall Street and it doesn’t help that Musk has a history of criticizing short sellers over Twitter. Despite news of the lawsuits, Tesla had risen to $355.49 per share by market close on August 10.
August 13: Musk Explains Tweet, Receives Third Lawsuit
In a blog post on Tesla’s website, Musk explains that he used the words “funding secured” because he believed that a private transaction would be backed by Saudi Arabia’s sovereign wealth fund.
At first glance, Elon Musk and the Kingdom of Saudi Arabia may seem like a oil and water, so to speak. Saudi Arabia is a country whose wealth can be attributed in large part to the oil industry, and Musk is commercializing electric cars in order to hasten the transition to sustainable energy.
But when you dig a little deeper, Musk’s partnership with Saudi Arabia starts to make sense. Saudi Arabia’s ruling family is well aware that the world is looking to move away from fossil fuel dependency. In response, the Saudi government has outlined a plan called Saudi Vision 2030 that would reduce the country’s “dependence on oil, diversify its economy, and develop public service sectors such as health, education, infrastructure, and tourism.”
That’s where Tesla comes into play. According to Musk, the Saudi sovereign wealth fund has approached him several times over the last year to express their interest in taking Tesla private. In late July, the Saudi sovereign wealth fund purchased 3-5% of Tesla stock through the public market, valued at $1.9 to $3.2 billion, and requested another meeting with Musk on July 31.
Musk left that meeting “with no question that a deal with the Saudi sovereign fund could be closed.” With funding for a private transaction virtually but not formally secured, Musk believed Twitter was the right medium to announce his plans “so that all investors had the same information at the same time.”
“It was the right and fair thing to do,” Musk said.
Following Musk’s blog post, Business Insider reports that a third complaint is filed in the U.S. District Court of California alleging that investors purchased Tesla stock “at artificially inflated prices” following his Twitter announcement “and suffered significant losses and damages once the truth emerged.” Tesla closed up $.92 on August 13 at $356.41.
August 14: Fourth Lawsuit Filed Against Tesla
A fourth lawsuit emerges in the U.S. District Court in California alleging that Musk fraudulently inflated Tesla’s stock price in an effort to get back at short sellers. The lawsuit comes from investor Carlos Maia who claims he suffered financial damages after purchasing several thousand shares of inflated Tesla stock.
“As a direct result of the public revelations regarding the truth about the condition of Tesla’s business and the negative adverse factors that had been impacting Tesla’s business during the Class Period, the price of Tesla’s securities materially declined,” the complaint said. “This drop removed the inflation from Tesla’s share price, causing real economic loss to investors who purchased Tesla securities during the Class Period.” Following news of this fourth lawsuit, Tesla closed down $9.13 at $347.54.
August 15: SEC Reportedly Subpoenas Musk
The SEC reportedly serves Tesla and Musk a subpoena, requesting access to documents proving that the company has a privatization plan. The agency also asked Tesla’s board of directors what Musk had told them prior to tweeting “funding secured.”
According to the New York Times, the serving of a subpoena typically requires the approval of top SEC officials, indicating that the investigation may have progressed to a more serious stage. Tesla’s stock was down 4% at $333.69 after news of the subpoena had been reported.
August 16: Interview with The New York Times
In an emotional interview with the New York Times, that may or may not have involved tears, Musk claims that 2018 had been the “most difficult and painful year” of his career. Even so, Musk said that he did not regret his decision to tweet “funding secured” and had no plans to step down as CEO.
Tesla short sellers also apparently got the last laugh on August 16, making about $1 billion. Following Musk's interview, Tesla's share price dropped almost 9% to $338.69 and continued to fall during after-hours trading.
August 24: ‘Tesla Will Remain Public’
Musk announces in a blog post that he has abandoned plans to take Tesla private. "After considering all of these factors, I met with Tesla's Board of Directors yesterday and let them know that I believe the better path is for Tesla to remain public," Musk wrote. "The Board indicated that they agree."
Although Tesla’s share price technically closed up on August 24 at $322.83, its share price dropped by more than 4% in the week since Musk was interviewed by the New York Times.
September 6: Short-Seller Andrew Left Sues Musk
Tesla and Musk receive the fifth in a series of securities lawsuits, this time from Andrew Left of Citron Research. The lawsuit alleges that Musk manipulated the price of Tesla by intentionally issuing false and misleading information about the company’s goals.
“In response to the tweets, many Tesla short-sellers were forced to cover their positions at artificially high prices, losing approximately $1.3 billion in a single day,” according to the complaint. Two weeks after announcing that Tesla would remain public, the company’s share price continued to decline to $280.95.
September 18: Department of Justice Opens Criminal Investigation into Tesla
Bloomberg reports that the Tesla is facing a criminal investigation by the U.S. Attorney's Office for the Northern District of California. Tesla confirmed that the Department of Justice had opened and investigation shortly after Musk’s tweet on August 7.
“Last month, following Elon’s announcement that he was considering taking the company private, Tesla received a voluntary request for documents from the DOJ and has been cooperative in responding to it,” the company said in a statement.“We have not received a subpoena, a request for testimony, or any other formal process. We respect the DOJ’s desire to get information about this and believe that the matter should be quickly resolved as they review the information they have received.” On a brief upswing from September 6, Tesla shares dropped 3.4% to $284.96
September 27: SEC Sues Musk
A lawsuit filed by the SEC in New York federal court accuses Musk of misleading investors by making false public statements. The lawsuit alleges that Musk statements over Twitter violated Rule 10b-5, which prohibits the "employment of manipulative and deceptive devices" in connection with the purchase or sale of shares.
“When he made these statements, Musk knew that he had never discussed a going-private transaction at $420 per share with any potential funding source, had done nothing to investigate whether it would be possible for all current investors to remain with Tesla as a private company via a ‘special purpose fund,’ and had not confirmed support of Tesla's investors for a potential going-private transaction,” according to the SEC’s lawsuit.
Citigroup analyst Itay Michaeli downgraded Tesla to "sell” following the SEC’s announcement, saying that the lawsuit increased the risk of a "downward confidence spiral” for the automotive company. Tesla's stock dropped as much as 13 percent in after-hours trading to around $268, down from $307.52 as of market close.
September 30: SEC Settles with Musk
The SEC reaches a settlement with Musk, charging him with fraud for tweeting “false and misleading" information. As part of the settlement, Musk will step down as chairman of the auto production company and Tesla will pay $40 million in damages.
“The total package of remedies and relief announced today are specifically designed to address the misconduct at issue by strengthening Tesla’s corporate governance and oversight in order to protect investors,” wrote Stephanie Avakian, Co-Director of the SEC’s Enforcement Division. Although Tesla’s stock closed down 4% at $260.55 after the settlement, the company surged 17% in the following days, its best gains since May 2013.
October 4: Musk Mocks the SEC on Twitter
For a brief four days, it seemed as though Tesla might begin to slowly recover from the more than $100 downward spiral in share price since August 7.
Maybe it was the result of $40 million in fines. Maybe it was the result of stepping down as chairman. Or maybe Tesla had started to feel a little quiet, managing not to make headlines for almost a week. Whatever the reason, on October 4 Musk returned to Twitter.
Just want to that the Shortseller Enrichment Commission is doing incredible work. And the name change is so on point!
— Elon Musk (@elonmusk) October 4, 2018
While the SEC did not respond to Musk’s tweet, investors did. Tesla’s stock closed down at $281.83.
October 17: Musk Plans to Buy $20 Million in Tesla Stock
Despite Tesla being rated at “sell,” Musk says he plans to buy $20 million of his company’s stock during the next open trading window. The announcement comes one day after a judge approved Tesla’s settlement with the SEC.
"Separate and apart from the settlement, Elon has notified Tesla that he intends to purchase from Tesla, and Tesla expects that it will issue and sell to Elon, $20 million of Tesla's common stock during the next open trading window at the then-current market price," according to a filing from the SEC.
Musk is already Tesla’s largest shareholder, owning 20% of the company’s stock. Tesla's stock price rose about 2% following the filing Wednesday, helped in part by the company's announcement that it had secured a Shanghai site for its first overseas Gigafactory in China.
October 23: Complainant Andrew Left Claims Tesla is "Destroying the Competition"
In a blog post on Citron Research, complainant Andrew Left claims that Tesla is "destroying the competition." Although Left confirmed that he will continue to pursue his September 6 lawsuit against Tesla and Musk, he believes that Tesla "appears to be the only company that can actually produce and sell electric cars.” The short seller also offered a promising note for Tesla's Q3 earnings report the following day.
“The last time Tesla reported Q3 earnings in October was in 2016 — when revenue beat the consensus by 21%. Does anybody think that Tesla decided to move up its earnings release date because of bad news?,” Left asked.
Following Left's blog post, Tesla's stock soared nearly 10% to $294.14.
October 24: Tesla Posts Q3 2018 Earnings
Musk surprises Wall Street one final time as chairman of Tesla by releasing a better-than-expected third-quarter earnings report. Tesla reported $6.82 billion in revenue, compared to average market estimates of $6.33 billion, and earnings of $2.90 per share vs. an expected loss of 19 cents per share.
This quarter's earnings report will be Musk's last for at least three years. Although the SEC will allow Musk to stay on as CEO as part of their settlement agreement, the Tesla co-founder has 45 days to resign his role running the board.
Two-plus months and six lawsuits after tweeting “funding secured,” Tesla’s stock has decreased by more than 25% and $100 per share, from $389 to $288.509 between August 7 and market close October 24. The Nasdaq 100 Index fell 10% in that same period. Following Tesla's Q3 2018 earnings report, the shares soared 10% in afterhours trading.