The 3 Board Members Who Get to Decide If Tesla Goes Private

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Tesla Inc. (NASDAQ: TSLA) has done whatever it can to avoid any further scandal about a going-private transaction involving Elon Musk. After Musk controversially tweeted out that he’s considering a go-private deal at $420 per share, the big words that may be the biggest problem for the board and Musk personally were “funding secured” and the means of communication.

Now, Tesla’s board of directors has formed a special committee made up of three independent directors to act on behalf of the company in connection with Musk’s go-private aims. Before getting into which three board members this is, it is important to consider that no formal deal was actually on the table as of the time the board made this effort. Tesla’s press release said:

The special committee has not yet received a formal proposal from Mr. Musk regarding any Going Private Transaction nor has it reached any conclusion as to the advisability or feasibility of such a transaction.

This would-be deal also faces multiple potential hurdles from shareholders and from possible regulations or rules violations set by the Securities and Exchange Commission. Also note that Musk issued an update on the terms and what led to the consideration on Monday.

As far as who are these three individuals on the special committee of independent directors, they are listed as Brad Buss, Robyn Denholm and Linda Johnson Rice. The special committee also has retained the firm Latham & Watkins as its legal counsel, and it also intends to retain an independent financial advisor to assist in the review of a formal proposal once it has been received. The company separately has retained Wilson Sonsini Goodrich & Rosati as its legal counsel in this matter.

Note that there are nine board members in total at Tesla. The other members not on the special committee (and that are not Elon and Kimbal Musk) are Ira Ehrenpreis, Antonio Gracias, Steve Jurvetson and James Murdoch. 24/7 Wall St. has included some brief background on each of the independent directors that are on this special committee and ultimately will play a major role in evaluating a future go-private deal for Tesla:

  • Brad Buss has been a director since 2009, and he retired as the chief financial officer of SolarCity in February 2016. He had served as the executive vice president of finance and administration and chief financial officer for Cypress Semiconductor from 2005 to 2014. He also previously held financial leadership roles at Altera, Veba Electronics and Wyle Electronics. Buss currently is a director for Advance Auto Parts and for Marvell Technology Group.
  • Robyn Denholm has been a Tesla director since August 2014, and since January 2017 she has been chief operations officer of the telecom outfit Telstra. Her prior roles were as chief financial officer of Juniper Networks and serving in multiple executive roles at Sun Microsystems. Denholm also served at Toyota Australia for seven years and at Arthur Andersen for five years. She also was a director of ABB.
  • Linda Johnson Rice is currently board chair and chief executive officer of Johnson Publishing and also of Fashion Fair Cosmetics. Rice is CEO of Ebony Media Operations and chair emeritus of Ebony Media Holdings, the parent company for the Ebony and Jet brands. She previously served on the boards at Bausch & Lomb, Continental Bank, Quaker Oats, Dial, MoneyGram and Kimberly-Clark. She currently serves on the boards of Omnicom and GrubHub.

According to Tesla’s release, this special committee “has the full power and authority of the Board of Directors to take any and all actions on behalf of the Board of Directors as it deems necessary” to evaluate and also to negotiate a potential go-private deal and alternatives to any transaction that would be proposed by Musk.

It is again important to know that, as of the time of this release, no formal terms and financing have been confirmed by Musk himself other than his update on Monday. That said, Musk is reportedly working with Silver Lake and Goldman Sachs on a go-private deal, with the firms Wachtell Lipton Rosen & Katz and with Munger Tolles & Olson as legal advisors. Musk also pointed out that the Saudi Arabian sovereign wealth fund, which now reportedly has taken a stake worth close to 5%, has urged Tesla to go private for almost two years.

The Tesla press release said:

The special committee’s grant of authority provides that no Going Private Transaction will be consummated without the approval of the special committee. The special committee expects to provide a further update concerning the process associated with Mr. Musk’s proposal as soon as practicable.

No assurances can be given regarding the likelihood, terms and details of any proposal or potential Going Private Transaction, that any proposal made by Mr. Musk regarding a potential Going Private Transaction will be accepted by the special committee, that definitive documentation relating to any such Going Private Transaction will be executed or that such a transaction will be completed.

Tesla’s current market capitalization is just over $60 billion, and the $420 share price would imply a market value of roughly $70 billion. Prospective investors wondering if they want to participate in any part of a go-private deal for Tesla also have to consider that the company has debt outstanding. As of June 2018, Tesla carried $9.51 billion in long-term debt and another $2.6 billion in other long-term liabilities.

Tesla shares were last seen trading down about 1% at $352.79 on Tuesday morning. The consensus analyst target price is $352.43, and the 52-week trading range is $244.59 to $389.61.

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