How Is This Not Criminal: Goldman Underwrites $2 Billion Tesla Stock Offering Hours After Upgrading Stock To A Buy

Call it criminal deja vu, all over again.

Back in February 2014, just hours after Morgan Stanley shocked the market with an upgrade of Tesla which had a price target over 100% higher than the existing price, we reported that Morgan Stanley stunned the market when it also announced it was the underwriter on a $1.6 billion convertible bond offering for Tesla.

Fast forward two years later when, as we reported earlier today, overnight none other than Goldman upgraded Tesla to a Buy with a $250 price target with an absolutely idiotic "rationale", claiming that while there is a 65% chance the stock is worth under $125, because Elon Musk is something between a Steve Jobs, Henry Ford and a Maytag Repairman (no really see below)...

... the stock is worth closer to $250.

That wasn't the crime: at most it is sheer stupidity and anyone who is dumb enough to believe this garbage should lose all their money. What however one can easily make a strong case was a crime, if only in direct breach of an internal Chinese wall, is that moments ago the very same Goldman Sachs (and Morgan Stanley) announced they are lead underwriters on a $2 billion stock offering for Tesla, one in which none other than Elon Musk was also selling over half a billion dollars in TSLA stock.

Tesla today announced an underwritten registered public offering of about $2 billion of common stock. Tesla is offering about $1.4 billion of shares with the remaining shares to be sold by Elon Musk to cover tax obligations associated with his concurrent exercise of more than 5.5 million stock options. On a net basis, Mr. Musk will increase his overall Tesla shareholdings through these transactions.

 

Capital supports accelerated ramp of Model 3

 

Because of the overwhelming demand that it has received for Model 3, Tesla intends to use the net proceeds from this offering to accelerate the ramp of  Model 3. As noted in the Company's first quarter shareholder letter, Tesla intends to start volume production and deliveries of Model 3 in late 2017 and to accelerate its 500,000 unit build plan from 2020 to 2018. Proceeds may be used for working capital and other general corporate purposes as well.

Elon Musk increases his shareholdings in Tesla

 

In connection with this offering, Elon Musk, Tesla's CEO, will also be exercising stock options to acquire 5,503,972 shares of Tesla stock. These stock options were granted to Mr. Musk in 2009 and are due to expire in December 2016. Because the value of Tesla stock has increased considerably since 2009, Mr. Musk will owe a significant amount of taxes from exercising these stock options and will fund this tax obligation by selling only the amount of shares needed to do so. To be clear, all cash proceeds from the sale of stock by Mr. Musk will go to the federal and state governments to satisfy the 52% tax withholding on his stock option exercise. In addition, Mr. Musk will be donating 1.2 million shares of his Tesla stock to charity. Mr. Musk is a net buyer of Tesla stock in these transactions.

There is more:

Mr. Musk will exercise, in full, outstanding fully vested stock options to purchase an aggregate of 5,503,972 shares of common stock that are set to expire on December 3, 2016. Mr. Musk will offer 2,777,901 of these shares as common stock in this offering. All of the net proceeds Mr. Musk will receive upon such sale will be used to satisfy taxes that he will incur in connection with the option exercise. As a result of this option exercise and sale, and even after giving effect to Mr. Musk’s donation of 1.2 million shares of our common stock owned by him to charity, the net result of these transactions is that the number of shares of our common stock held by Mr. Musk will increase. See “Use of Proceeds.”

In other words, Musk will also be selling over $550 million of his own TSLA holding as part of the transaction.

Then something amusing in the Risk Factors:

Mr. Musk borrowed funds from affiliates of certain underwriters in our public offerings and/or private placements and another financial institution and has pledged shares of our common stock to secure these borrowings. The forced sale of these shares pursuant to a margin call could cause our stock price to decline and negatively impact our business.

 

Beginning in May 2011, Morgan Stanley Smith Barney LLC, an affiliate of Morgan Stanley & Co. LLC, has made various extensions of credit to Mr. Musk. Interest on this loan accrues at market rates. Morgan Stanley Smith Barney LLC received customary fees and expense reimbursements in connection with this loan. After giving effect to borrowings of $36.5 million to pay the exercise price to exercise his outstanding stock option to purchase 5,503,972 shares in connection with this offering, which option is set to expire on December 3, 2016, the outstanding balance under this loan will be approximately $299.0 million. In addition, beginning in June 2011, Goldman Sachs Bank USA, an affiliate of Goldman, Sachs & Co., made extensions of credit to Mr. Musk and the Elon Musk Revocable Trust dated July 22, 2003, or the Trust, a portion of which Mr. Musk used to purchase shares of our common stock in our public offerings in May 2013 and August 2015 and in private placements in June 2011 and June 2013. Interest on the loan accrues at market rates. Goldman Sachs Bank USA received customary fees and expense reimbursements in connection with these loans. Mr. Musk currently has no outstanding borrowings with Goldman Sachs Bank USA.

 

As regulated entities, Morgan Stanley Smith Barney LLC and Goldman Sachs Bank USA make decisions regarding making and managing their loans independent of Morgan Stanley & Co., LLC and Goldman, Sachs & Co., respectively. Mr. Musk and these banks have long-standing relationships of over a decade. We are not a party to these loans, which are full recourse against Mr. Musk and the Trust. These loans, as well as a loan of approximately $187.0 million Mr. Musk received from another financial institution which is not involved in this offering, are secured by pledges of a portion of the Tesla common stock currently owned by Mr. Musk and the Trust and other shares of capital stock of unrelated entities owned by Mr. Musk and the Trust.

 

If the price of our common stock were to decline substantially, Mr. Musk may be forced by one or more of the banking institutions to provide additional collateral for the loans or to sell shares of Tesla common stock in order to remain within the margin limitations imposed under the terms of his loans. The loans between these banking institutions on the one hand, and Mr. Musk and the Trust on the other hand, prohibit the non-pledged shares currently owned by Mr. Musk and the Trust from being pledged to secure any other loans. These factors may limit Mr. Musk’s ability to either pledge additional shares of Tesla common stock or sell shares of Tesla common stock as a means to avoid or satisfy a margin call with respect to his pledged Tesla common stock in the event of a decline in our stock price that is so substantial as to trigger a margin call. Any sales of common stock following a margin call that is not satisfied may cause the price of our common stock to decline further.

And the punchline:

Morgan Stanley and Goldman, Sachs & Co. are acting as lead joint book-running managers for the offering, with Deutsche Bank Securities, Citibank, and BofA Merrill Lynch acting as additional book-running managers.

While Tesla's imminent capital raise should come as no surprise to anyone - we had predicted it would happen just a few weeks ago when the company announced its deplorable earnings - that it has happened in such a blatant fashion by Wall Street's "best and brightest" bank is absolutely mindboggling; worse that banks have confidence they can get away with such egrgious criminality is the only confirmation one needs to know just how broken the US legal system truly is.