关于Tesla 私有化的最新状况
Elon Musk 刚发了一篇Blog 解释了几个这几天各界关注的疑问
来源：
https://www.tesla.com/blog/update-taking-tesla-private?redirect=no
节录几个重点：
1. 8月2日(美国时间)，Elon 通知Tesla 董事会，想以每股420美元的价格收购特斯拉。
(Elon 发推特说要私有化是在8/7 )
并且召开了一次Elon 与他的兄弟Kimbal 都没参加的会议讨论这项提案。
会议结束后也与大股东们联系，了解他们的意向。
2. 为什么要公布私有化的消息？
Elon 认为若不跟所有的股东分享这项资讯，而只与大股东们讨论私有化这提案，
这样是不对的。
3. 为什么会说资金已确保？
近两年前，沙特基金就曾多次就私有化问题跟Elon 接触，首次会面是2017年初
然后在2018年又有了多次会议，重申了将Tesla 私有化的兴趣，并且试图推进
私有化(这是暗示沙特基金曾经想要并购吗？)
最近，沙特基金在市场收购了近5% 的股票，然后联系Elon 在7/31开了另一次会。
会议时，该基金常务董事对他们之前没能跟Elon 达成交易感到遗憾。他强烈表示
要为Tesla 私有化提供资金，这就是会说资金已确保的原因。
(这一段还有讲到其他的事情)
另外，Elon 觉得报导说需要超过700亿美元才能私有化是太过夸张了。私有化的过程
大部分会由股权而不是债权提供资金，他预计将会有三分之二的现有股东会留下
转入私有化后的Tesla。(前十大股东占股也是差不多三分之二)
4. 下一步要做什么？
Elon 认为将私有化消息公开才是正确跟公平的，因为这样所有的投资者才能有相同
的资讯。(小股东们感谢你~~)
Elon 将会继续与现有股东沟通，也聘请了顾问来了解Tesla 现有公众股东有多少
愿意保留他们的股份转入私有化Tesla。
接下来就是提交最终提案给董事会进行评估，委员会(排除Elon 与他的兄弟)与法律
顾问也同时在设立中，如果董事会批准，那就会交由股东大会投票。
Blog 内容大致就这样，如果有兴趣的话我猜不用多久中国官网就会放出中文版的Blog
出来，可以自行去看中文版的。(上次几个小时内就出来了)
这已经证实沙特基金就是幕后的大金主，而且对方已经筹画了近两年了!
个人觉得，Elon 虽然也很想要私有化，但也有点算是被逼到了
如果Elon 迟迟不答应沙特基金私有化的提案，那沙特基金强行收购股份也不是不可能
只是成本变高，双方也难看。
还好Elon 本来就认为私有化对长远来说是有利的，避免了并购这种可能的状况出现
空军们，还要撑吗？
原文如下：
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Update on Taking Tesla Private
Elon Musk August 13, 2018
As I announced last Tuesday, I’m considering taking Tesla private because I
believe it could be good for our shareholders, enable Tesla to operate at its
best, and advance our mission of accelerating the transition to sustainable
energy. As I continue to consider this, I want to answer some of the
questions that have been asked since last Tuesday.
What has happened so far?
On August 2nd, I notified the Tesla board that, in my personal capacity, I
wanted to take Tesla private at $420 per share. This was a 20% premium over
the ~$350 then current share price (which already reflected a ~16% increase
in the price since just prior to announcing Q2 earnings on August 1st). My
proposal was based on using a structure where any existing shareholder who
wished to remain as a shareholder in a private Tesla could do so, with the
$420 per share buyout used only for shareholders that preferred that option.
After an initial meeting of the board’s outside directors to discuss my
proposal (I did not participate, nor did Kimbal), a full board meeting was
held. During that meeting, I told the board about the funding discussions
that had taken place (more on that below) and I explained why this could be
in Tesla’s long-term interest.
At the end of that meeting, it was agreed that as a next step, I would reach
out to some of Tesla’s largest shareholders. Our largest investors have been
extremely supportive of Tesla over the years, and understanding whether they
had the ability and desire to remain as shareholders in a private Tesla is of
critical importance to me. They are the ones who believed in Tesla when no
one else did and they are the ones who most believe in our future. I told the
board that I would report back after I had these discussions.
Why did I make a public announcement?
The only way I could have meaningful discussions with our largest
shareholders was to be completely forthcoming with them about my desire to
take the company private. However, it wouldn’t be right to share information
about going private with just our largest investors without sharing the same
information with all investors at the same time. As a result, it was clear to
me that the right thing to do was announce my intentions publicly. To be
clear, when I made the public announcement, just as with this blog post and
all other discussions I have had on this topic, I am speaking for myself as a
potential bidder for Tesla.
Why did I say “funding secured”?
Going back almost two years, the Saudi Arabian sovereign wealth fund has
approached me multiple times about taking Tesla private. They first met with
me at the beginning of 2017 to express this interest because of the important
need to diversify away from oil. They then held several additional meetings
with me over the next year to reiterate this interest and to try to move
forward with a going private transaction. Obviously, the Saudi sovereign fund
has more than enough capital needed to execute on such a transaction.
Recently, after the Saudi fund bought almost 5% of Tesla stock through the
public markets, they reached out to ask for another meeting. That meeting
took place on July 31st. During the meeting, the Managing Director of the
fund expressed regret that I had not moved forward previously on a going
private transaction with them, and he strongly expressed his support for
funding a going private transaction for Tesla at this time. I understood from
him that no other decision makers were needed and that they were eager to
proceed.
I left the July 31st meeting with no question that a deal with the Saudi
sovereign fund could be closed, and that it was just a matter of getting the
process moving. This is why I referred to “funding secured” in the August
7th announcement.
Following the August 7th announcement, I have continued to communicate with
the Managing Director of the Saudi fund. He has expressed support for
proceeding subject to financial and other due diligence and their internal
review process for obtaining approvals. He has also asked for additional
details on how the company would be taken private, including any required
percentages and any regulatory requirements.
Another critical point to emphasize is that before anyone is asked to decide
on going private, full details of the plan will be provided, including the
proposed nature and source of the funding to be used. However, it would be
premature to do so now. I continue to have discussions with the Saudi fund,
and I also am having discussions with a number of other investors, which is
something that I always planned to do since I would like for Tesla to
continue to have a broad investor base. It is appropriate to complete those
discussions before presenting a detailed proposal to an independent board
committee.
It is also worth clarifying that most of the capital required for going
private would be funded by equity rather than debt, meaning that this would
not be like a standard leveraged buyout structure commonly used when
companies are taken private. I do not think it would be wise to burden Tesla
with significantly increased debt.
Therefore, reports that more than $70B would be needed to take Tesla private
dramatically overstate the actual capital raise needed. The $420 buyout price
would only be used for Tesla shareholders who do not remain with our company
if it is private. My best estimate right now is that approximately two-thirds
of shares owned by all current investors would roll over into a private Tesla.
What are the next steps?
As mentioned earlier, I made the announcement last Tuesday because I felt it
was the right and fair thing to do so that all investors had the same
information at the same time. I will now continue to talk with investors, and
I have engaged advisors to investigate a range of potential structures and
options. Among other things, this will allow me to obtain a more precise
understanding of how many of Tesla’s existing public shareholders would
remain shareholders if we became private.
If and when a final proposal is presented, an appropriate evaluation process
will be undertaken by a special committee of Tesla’s board, which I
understand is already in the process of being set up, together with the legal
counsel it has selected. If the board process results in an approved plan,
any required regulatory approvals will need to be obtained and the plan will
be presented to Tesla shareholders for a vote.
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