(Reuters) – Tesla Inc’s board named a special committee of three directors on Tuesday to decide what to do about Chief Executive Elon Musk’s potential offer to take the electric carmaker private, although Musk has yet to make a formal offer and is still negotiating to hire advisers needed to do a deal.
The board announced the move in Tesla’s first filing with regulators since Musk tweeted a week ago that he was considering taking the company private and had already secured funding for a $420-per-share offer, valuing Tesla at $72 billion.
Since that unorthodox announcement on Aug. 7, which has triggered investor lawsuits and an investigation by the U.S. Securities and Exchange Commission, Musk and Tesla have scrambled to bring order to the process of negotiating a deal.
Musk tweeted on Monday he was working with Goldman Sachs Group Inc and private equity firm Silver Lake as financial advisers. However, as of Tuesday, Goldman Sachs was still negotiating its terms of engagement with Musk, according to a person familiar with the matter.
Silver Lake was also not signed up officially as a financial adviser, as it is helping Musk explore how to take Tesla private with no compensation, Reuters reported on Monday.
Goldman Sachs and Silver lake declined to comment.
Musk’s effort to associate his potential bid with some of Wall Street’s most venerable institutions, even at the risk of misrepresenting their involvement, comes as pressure has been building on him to justify his pronouncement last week that funding for a deal had been “secured.”
Musk said on Monday he had held talks with a Saudi sovereign fund on a buyout that would take Tesla off the Nasdaq exchange – an extraordinary move for what is now the United States’ most valuable automaker. Tesla has a market value of $60 billion, bigger than Detroit rivals General Motors Co or Ford Motor Co, which produce far more cars.
Tesla shares closed down 2.5 percent at $347.64 on Tuesday. They are still above $341.99, their closing price the day before Musk tweeted his plan to take Tesla private, which pushed the shares up 11 percent to an 11-month high.
NO FORMAL PROPOSAL
Tesla said in its statement on Tuesday the special committee had the authority to take any action on behalf of the board to evaluate and negotiate a potential transaction and alternatives to any transaction proposed by Musk.
That means three members of Tesla’s board will now weigh whether it is advisable – or even feasible – to pursue what could be the biggest-ever go-private deal, and they are doing so before receiving a formal proposal from the CEO.
Musk has yet to persuade Wall Street analysts and investors that he can find the billions needed to complete the deal, or even such a deal is a good idea for a loss-making company.
“Despite Elon Musk’s frustration with being a public company, I think there are more advantages to remaining public,” said CFRA analyst Efraim Levy, citing cheaper access to capital and media exposure due to interest in a public company.
Chaim Siegel, an analyst at Elazar Advisors, said it would be better for Tesla to remain a private company so investors can benefit from an “earnings inflection” if Musk fulfills his promise of making the company profitable later this year.
Tesla said the committee consists only of independent directors: Brad Buss, Robyn Denholm and Linda Johnson Rice.
But corporate governance and shareholder voting advisers Glass Lewis and Institutional Shareholder Services said they do not consider Buss an independent director, due to his connections to solar panel installer SolarCity, which Tesla bought two years ago.
Denholm, the first woman on Tesla’s board, is chief operations officer of telecom firm Telstra and the former chief financial officer of network gear maker Juniper Networks. Rice, the first African-American and second woman to join the board, is CEO of Johnson Publishing Company and Chairman Emeritus of EBONY Media Holdings, the parent of EBONY and Jet brands, according to Tesla’s website.
Tesla’s other board members include Musk; his brother Kimbal Musk; Twenty-First Century Fox’s CEO James Murdoch; Antonio Gracias, founder of Valor Equity Partners; and Ira Ehrenpreis, founder of venture capital firm DBL Partners.
One director, Steve Jurvetson, is currently on leave of absence.
Tesla’s board said on Aug. 8 that Musk had held talks with the directors in the previous week on taking the company private.
Latham and Watkins LLP has been retained by the committee as its legal counsel. Wilson Sonsini Goodrich and Rosati will be legal counsel for Tesla itself.
Reporting by Supantha Mukherjee and Vibhuti Sharma in Bengaluru, Greg Roumeliotis and Carl O’Donnell in New York and Ross Kerber in Boston; Writing by Patrick Graham and Nick Zieminski; Editing by Bernard Orr and Meredith Mazzilli