By Barry Randall
Want to see a Harvard Business Review case study happening right before your eyes? Behold electric-car maker Tesla /zigman2/quotes/203558040/composite TSLA -1.99% and its attempt to buy solar-panel installation firm SolarCity /zigman2/quotes/205874957/delayed SCTY +25.00% . But hold your nose and shield your eyes while taking in the sheer awfulness of it.
Tesla leader Elon Musk is a well-known CEO, whose coming-to-America backstory is equally well known. As the leader and largest shareholder of three high-profile companies, including SolarCity and SpaceX (private), Musk has unofficially replaced Steve Jobs as the technology industry's go-to figurehead.
But I think that what isn't being reported is that Tesla's ongoing attempt to buy SolarCity is nothing but an attempt to preserve Musk's own brand, that of the Rebel Alliance leader.
There's nothing synergistic about Tesla and SolarCity. They have completely different business models and capital needs. They address different geographic and demographic segments. They have different sales cycles and value propositions. An easy-to-understand analog would be if General Motors /zigman2/quotes/205226835/composite GM -1.44% attempted to buy Chevron /zigman2/quotes/205871374/composite CVX +2.08% because, well, both have something to do with petroleum.
The only things Tesla and SolarCity share besides Elon Musk are a) a history of burning through vast amounts of other people's cash, and b) billions of debt on their balance sheets.
It's been widely and credibly reported that SolarCity is running low on cash and that it can no longer reliably access the capital markets. Tesla itself acknowledged as much in its Aug. 31, 2016, merger agreement between the two companies, in which it allows SolarCity to let the latter's accounts-payable balance increase by $75 million from between this past May and whenever the deal closes. In plain English? Tesla is telling SolarCity to conserve cash by slow-paying its short-term debts on the assumption that Tesla itself will repay those debts after the deal closes. Hmm ...
If having a solar-installation company as part of the Tesla mothership is such a " no-brainer " (Musk's words), why not simply let SolarCity go bankrupt, which it most certainly will without Tesla's offer, and buy whatever operating assets you need for pennies on the dollar and avoid assuming SolarCity's billions in debt?
What will proxy advisory firms Institutional Shareholder Services and Glass, Lewis say when asked to weigh in on the merits of this deal? I predict they won't like it, when they consider everything, including that the information provided to Evercore and Lazard to provide fairness opinions to, respectively, Tesla and SolarCity relied on data provided by the latter two firms.
What does it say that SolarCity's board asked for and received permission to seek other buyers, but Tesla made no attempt to find other sellers?
We can debate the viability of Tesla as a stand-alone company. But for the purposes of this discussion, let's stipulate that it has an even-money chance of raising the several billion dollars it says it needs to a) complete its battery factory, b) finish development and begin production of its mass market Model 3, and c) improve its PowerWall battery pack to where it can be sold profitably at the key $100/kilowatt hour price threshold. Isn't integrating SolarCity just a little bit, well, insane?
Given all those "asks," what possible benefit would the added debt, cash burn and management distraction from buying SolarCity accrue to Tesla?
But, you may ask, who's really getting harmed here? Everyone involved is a grown up. Isn't stock "risk capital?" Yes, most definitely. But Tesla and Musk are the beneficiaries of huge subsidy and tax-credit programs offered by federal and state agencies to develop alternative-energy sources and vehicles. Benefits put in place to jump-start industries that might eventually employ many tax-paying workers.
Why should Musk be allowed to issue billions of dollars of Tesla stock, diluting existing shareholders and putting his whole enterprise at undue risk when he could so easily acquire what he wants merely by waiting for SolarCity's bankruptcy, which will be along shortly? So Musk's personal brand remains unsullied?
Tesla appointed two "independent" directors to make the go/no-go decision on recommending that Tesla complete its offer to acquire SolarCity. But how independent were they? One, Nancy Pfund, had been quoted saying Elon Musk "has always been a master of the universe in my mind." Hardly a neutral appraisal. But 80% of Tesla's stock isn't held by Musk, and perhaps those investors will be the ones who collectively shout, "C'mon, man. Really?"
Harvard Business Review case studies are famous for their anodyne prose and non-judgmental tone. But if HBR ever publishes the facts and analysis of this proposed deal, in my opinion, it will be hard not to point out the sheer ridiculousness of the whole thing.
Disclosure: Randall is short Solar City stock.