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TSLA Market Action: 2018 Investor Roundtable

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as long as they are recalled at your broker and segged as “fully paid” in their stock record, you are good.
For the voting, yes. But...

cutting a cert and then partaking in a voluntary corp action with that physical certificate gets expensive and tiring to track down the progress of every step along the way. just saying.

You'd think, but I have encountered situtations where shareholders of record had options available which beneficial shareholders didn't. Rare, but I don't think it's illegal yet (though these situations were years ago so I dunno).

I figure I'll go with the Direct Registration System, since that's what's been replacing certificates these days... the rare cases where this has mattered, the question was whether you were listed as the owner on the books of the transfer agent...
 
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Well, yes, that's the nature of a short squeeze. But said squeeze appears to be capped at "a smidge over $420", not the much higher figures some are expecting due to the hypothesis that there might not be enough shares available for purchase. The existence of institutional investors who must liquidate seems to effectively cap the short sellers' losses.

The difference is the institutions will KNOW they have a guaranteed $420. Every one will also know the shorts will have to cover by a set date. So if you have someone who MUST purchase dont you think they'd see how high the market would go before selling? Worst case is $420. I think this scenario guarantees a squeeze.
 
It's pretty hard to calculate these things with the extra 20% of shares manufactured by short-sellers, isn't it? See my second edit! I did it wrong the second time too, though....

The problem is that all the published "institutional holdings percentage" numbers are (institutional shares) / (shares outstanding). Same with the "insider holdings percentage" numbers. Same with the "individual investor percentage numbers".

I'm going to try again.

NASDAQ says there are 171 million shares outstanding, of which institutions own 105 million. NASDAQ is not including Musk's 34 million or Tencent's 8 million. So that's 147 million shares. There are also 35 million shares fabricated by short-sellers, for a total of 205 million shares. So the individual investors own *58 million shares*. (Though that includes the Saudis, who seem to have betwene 5 and 8 million.)

If you expect that half the individual investors and half the institutions will be cashed out, that would be 81 million shares to buy back. Of those, 35 million will be bought back by short-sellers, leaving 46 million for the go-private funders to buy. That's about $19 billion.

OK, I think I finally did it right.... <snip>

OK we are getting close!

I actually have no idea which numbers are right for institutional v. retail -- your figures show higher retail than Munster's.

BUT, Munster assumes most of retail stays with TSLAP. if you assume 80% of retail stays with TSLAP that means that 105*0.5 (52.5)+58*0.2 (11.6)=64.1 million shares need to be gobbled up. Shorts have to buy 34 million of these which leaves 30 million or just $12.75B for the new investors or other buyers (people who want to jump aboard the TSLA bus before it goes private).

And the Saudis just bought and they seem likely to be one of the new TSLAP investors. Either way, they're probably not selling so maybe we should take another $1B (0.5*$2B of the institutional shares) off the table so call it $11.75B. Shorts are funding more than half the cost of taking Tesla private in this scenario.:)
 
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For the voting, yes. But...



You'd think, but I have encountered situtations where shareholders of record had options available which beneficial shareholders didn't. Rare, but I don't think it's illegal yet (though these situations were years ago so I dunno).

I figure I'll go with the Direct Registration System, since that's what's been replacing certificates these days... the rare cases where this has mattered, the question was whether you were listed as the owner on the books of the transfer agent...

that works too

dtcc will allow beneficial owner elections on voluntary events. rights exercises for example, especially when there is an oversub feature - they make brokers submit individual elections so they can track both the basic rights exercise and the oversub, per account. in these scernaiors the broker does not include personal identification information.

however, in certain offers, you submit the elections at dtcc on a bene owner basis, but then you must provide your broker additional paperwork that does include your PII so that they can send it to the agent for election verification.

these offers can be a bit tedious. i guessing this one coming up will be as well
 
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So after a lot of thinking, here's my thoughts on the current situation.

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Many of my postings today have been a bit manic. Let me just add one last thought: If I was on the Tesla board, I'd be likely to reject the offer as being undervalued. I don't know what that would do to the stock price.

Now, back to moderating and the day job.

Yes if it were a cash offer. It's a swap offer. If the majority want to swap that's who they're obligated to.
 
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Let me put it this way: Options are not shares.

They even repeat that obvious statement in other words in the "options level" education agreements that you have to sign when you sign up for brokerage option trading.

Edit:

For example, all the many $TSLA (& $SCTY) stockholder elections I voted in with my shares never contained any of my options as shares to vote.

I had to convert a sizable number of my options into shares to vote for the $SCTY&$TSLA merger (with settlement date before the voting record date -- look it up (note that we had to guess about that because the record dates are often declared retroactively!)), and then after the voting record date of the election I wanted to voted in, I converted much of it back into options once I knew exactly how the options would behave. I excersized some options during the merger and kept some options across the merger. We had to learn exactly how that would work. In that case, holding options through the merger was relatively benign, but not completely indifferent to the merger. But it still made it very clear to us that options are only specified contracts that have to be properly analyzed.

I feel pain for those who got options for $TSLA that lost their time value, but that's why a lot of options traders get deep in the money options (note that the buyout offer covered the time value of DITM options so while your gamble didn't pay off handsomly, at least you didn't lose money, and hopefully you also had shares as well), consider out of the money options cheap lottery tickets, and even better yet, sell (write) options, especially as a way to get into and out of the stock in beneficial ways. Even there, there's a risk with options. The closing date of the option could be on the wrong day from the stock movement that you were right about, and you could be off by only 10 minutes, and it won't matter; in a way, it's the same as a buyout plan: you bargained that the rise would be in 2 years instead of 1 month. Your bargain failed to properly consider the effect that proving profitability would have (i.e., big big big big players with long long long long views and deep deep deep analysis could trigger that last litmus test way before many other slightly less interested very large funds that still traded a lot during the days, and it's off to the board with a proposal, many quarters before showing green in all columns, cashing in on being the early bird by billions of dollars; obviously, later in the game than the early early birds, but still there nonetheless, and often from slow conservative houses that are more careful and have more real money). I think most long term options traders also have diversity into shares as well, since options can do all sorts of things in exagerated ways. Options are a great way to exagerate market events, so they're more powerful, and that power can do all sorts of things, including not what you want at all.

The Oracle called derivatives "instruments of vast destruction" while putting his cash into BYDDY. Go figure.
 
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Any idea how call options work with that? Would you retain control of the 100 shares and be able to move them to the private structure?
Calls are a contract giving you the right to buy the 100 shares at a certain price. If you actually want the shares, you have to exercise the calls and buy the 100 shares before the moment that public equity is converted to private equity. All options will become worthless and irredeemable if they are not exercised before that moment.

In case it's not blindingly obvious, this means you need to have the cash on hand to afford the 100 shares at whatever price that is. Margin will be of no use here.

The Oracle called derivatives "instruments of vast destruction" while putting his cash into BYDDY. Go figure.
I'm pretty sure ADR's aren't regarded as derivatives...
 
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Comment under How Musk Could Fund Taking Tesla Private:

Timeline of some previous companies that have gone private:

Hilton
Announced July 4th 2007
Approved September 17th 2007
Delisted October 24th 2007

Dell
Proposed February 5th 2013
Approved September 12th 2013
Delisted October 29th 2013

Heinz
Proposed February 13th 2013
Approved April 30th 2013
Delisted June 7th 2013

Typically about 10 weeks from the proposal until the shareholder's meeting, so maybe mid-October? Then once the arrangement is approved, another 5-6 weeks until delisting, so November 30th might be a likely date.

Of course if it takes a long time to get a firm proposal together things get pushed back into next year.
 
All this guesswork about how many current shareholders will convert to private shareholders is fine, but let's not overlook the value of private shares. It's not the $420 cash out value that is critical, but the value of private shares that will animate this deal.

So let's start from the end and work backwards. Here's my view. Tesla will re-IPO after or as Elon completes the requirements for his CEO package. Indeed, a key motivation for Musk to take Tesla private is to derisk and hasten the time it takes to get to a $650B market cap (under private company valuation). Under the re-IPO this conservatively valued $650B company could fetch upwards of $1T. It will have massive scale, market share, brand power, profitability, massive cash flow, and will still have lots of growth upside. So the re-IPO could be glorious. So let's say in 2027 Tesla is worth $650B to $1000B on some 166M shares (they buy a few back). Thus, we have $3900 per private share up to $6000 per public share in 2027.

So what would you pay for one of these private shares this year? Personally I think $525 per private share is a good price. This implies a 25% annualized rate of return over the next 9 years on private shares or up to 31%/y return on re-IPO shares.

The buyout price $420 is 20% below this $525 value. So that is a real favorable price for buying out reluctant public shareholders. It should not be hard for a private investor who shares this view to promise to put up the cash for the buyout. But once it becomes clear that the transaction is on, they have a tremendous opportunity to scoop up public shares as low as $350, 20% below the $420 buyout price. Moreover, many other investors might also realize that they too see huge value in the private shares. Thus, future private shareholder will buy up common shares well before the conversion date. If there is some 30M shares that need to cashed out, they could be obtained is low as $350 or $10.5B well below the value of $525 per private share, or $15.75B. That is, private investors can acquire the shares they want in range of $350 to $525 per share. Likewise, shareholder who chose not to go private can cash out anywhere in this range, but need not accept a price any lower than $420. Even if there were no shorts to squeeze (and there are 35M shares worth of them), this transaction could generate an equilibrium price as high as $525. It all depends on just how much demand there is for private shares. Throwing desperate shorts into the mix can add a certain pop to the whole thing, but it doesn't really change the equilibrium going into the consummation of the transaction. It also does not really matter if the cash out price is raised. It could go as high as the equilibrium and not really change the equilibrium price.

The ultimate value of a common share depends on the value of the private share and how well investors see that value. Even those shareholders who will cash out some or all of their common shares will want to focus on the value of the private share and encourage others to recognize that value. If that value be $525 as I think it is, then holdout for that price.

As I discussed this matter with coworkers today, I could tell that many of them were waking up to the idea that holding private shares could be a great investment, better than the much maligned common shares. People still want to buy into the dream, but they have been turned off by the nightmare sheetshow that the stock has been put through. A fresh start with a lower profile could really breathe new life into holding equity in Tesla. I think it will help a lot to get a private prospectus out, so potential private investors can take a serious look.

I am optimistic that there will be ample demand, just as there is for the Model 3.
 
He's not doing it with SpaceX. Accredited investors only for SpaceX. The all-SpaceX funds allow smaller investments but the investors still have to be accredited. Non-accredited investors can invest in funds that have <15% of their assets in SpaceX but who wants to do that?

So that begs the question, under current securities laws, can you have an unlisted public company (which I assume is where we are going with Tesla) that non accreditied investors can own stock in?
 
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