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Tesla has a great credit facility backed by Goldman and Deutsche bank. Unfortunately, those lenders just made Telsa amend their ABL (Asset backed loan) such th

Tesla has a great credit facility backed by Goldman and Deutsche bank. Unfortunately, those lenders just made Telsa amend their ABL (Asset backed loan) such that when the Solar City deal goes through Solar City will need to be firewalled off from Tesla for purposes of borrowing money. Essentially the lenders have made Tesla agree that Solar city would not be a subsidiary of Telsa for purposes of borrowing on their ABL. I've never seen this type of provision before and I dont' think Telsa expected it when they initiated the merger. Solar City had to issue debt for an 18 month term at 6.5%. With today's markets those are almost loan shark terms. I think its telling that with so much cash sloshing around, Musk had to step in and buy so much of the issue. With Tesla's credit rated in junk bond territory and both Solar City and Tesla needing large chunks of cash in the next year, it looks like Telsa is going to have to tap the equity markets again. Hopefully the markets continue to believe in Musk. If not I'd expect Musk to be talking to Washington about a government backed loan. Couple this cash crunch for two of his companies along with the Space X rocket explosion today, I can't imagine the amount of stress Musk is under right now!!

forgetsusername 10y ago
>Solar City had to issue debt for an 18 month term at 6.5% HackerNews tends to rip on the "bankers" for deceptive practices during the mortgage crisis. Yet SolarCity is offering unsecured and untransferable bonds, directly to the public, and on the front page is comparing the available interest rates to savings accounts and GICs: https://solarbonds.solarcity.com/ https://solarbonds.solarcity.com/ With the financial situation as you describe, there is far more risk involved in buying these bonds than a savings account, so the appeal to the high rate of interest is not a fair comparison. I'm curious what people here think about this practice.
- hga 10y ago
  untransferable bonds There's such a thing??? Sure enough, found with Google, and evidently they've been doing this for a couple of years: https://solarbonds.solarcity.com/customer-agreement/ https://solarbonds.solarcity.com/customer-agreement/ The Solar Bonds I purchase may not be listed or traded on any secondary market or exchange, and even if they are, they may not be actively traded. As a result, I should assume that I may have to hold the Solar Bonds until maturity. Also, because I am purchasing the Solar Bonds directly rather than through a broker or other financial intermediary, it may be more difficult for me to sell my Solar Bonds, even if a trading market is or becomes available. I suppose if you view them as you should any crowdfunded thing, don't expect anything back, but you're hoping to help something you believe in, that's OK, but....
  - Tloewald 10y ago
    This is beginning to sound like a greener version of Enron.
    - CCND0110 10y ago
      Green that will be entirely in the red within 6-8 quarters.
      - JonFish85 10y ago
        It's already very in the red, and will continue to be for the foreseeable future.
  - mr_spothawk 10y ago
    they're backed by customers paying electricity bills. seems safe for 18months, as I don't see much risk for a whole tranche of credit worthy homeowners electing to turn off their electricity. *edit swypo
    - hga 10y ago
      If the interest rate of 6.5% is high, which as far as I can tell is the case, i.e. it appears to be in the lower range of "junk" bonds, and they're unmarketable, and (here it gets iffy due to the acquisition) Musk and company had to buy most of their latest offering, they're by definition risky. The very first detail, their interest rate, tells you that, for no one pays more money to borrow money than they have to. And, BTW, SpaceX just had a rocket and its payload go ka-boom on a launchpad pre-flight test.... Musk's attention and potentially capital just got a huge distraction. See also https://news.ycombinator.com/item?id=12405092 https://news.ycombinator.com/item?id=12405092 , Tesla's lenders did not act favorably towards the merger. Ah, and see this in particular: https://news.ycombinator.com/item?id=12406715 https://news.ycombinator.com/item?id=12406715 Math and physics are seldom friendly to "green" efforts.
      - mr_spothawk 10y ago
- danielweber 10y ago
  For me, the only part that might be unethical is when they say "controlled risk." And then don't describe how the risk is controlled at all on the hyperlinked page. How is it controlled? Where am I in the pecking order if things go sour?
- nissimk 10y ago
  The entire solar city enterprise is based on "sophisticated financial engineeriing." They push solar lease and PPA deals on customers which are then securitized and sold to investors. Both sides of these deals (solar customers and abs investors) accept terms that benefit solar city at their expense. If it's not subprime 2.0 then it's subprime 3.0.
  - jonknee 10y ago
    And somehow even with favorable terms Solar City is hemorrhaging cash and has a grim outlook for the future.
    - toomuchtodo 10y ago
      Sales and marketing expenses. Cut those and SCTY is cash flow positive.
      - jonknee 10y ago
        But then revenue plunges and its value plunges accordingly thanks to negative growth rates.
        toomuchtodo 10y ago
        Which is where Tesla comes in with its existing marketing and sales channels. And why it's a sound strategy to acquire SCTY.
- mandeepj 10y ago
  > there is far more risk involved in buying these bonds than a savings account Please forgive my ignorance on this. I think there is a high potential that SolarCity will do well after merging with Tesla so I see these bonds returning good returns.
  - forgetsusername 10y ago
    >so I see these bonds returning good returns. Then why offer interest rates many multiples higher than other low-risk investments? Of course they might pay off (in fact, it's probable that they will). But it certainly isn't riskfree, like a savings account.
  - j7ake 10y ago
    These statements need to be backed with skin in the game. How much are you willing to invest in these bonds? Would you transfer your current savings account all into these bonds? These bonds are medium risk... you get all of the downsides of when they go bankrupt but none of the upsides of if they become wildly successful.
  - mattkrause 10y ago
    But...they're bonds. If everything goes absolutely swimmingly, you will not make more than 6.5 percent on your investment. They're not going to give the bondholders a tip/bonus/whatever. If you believe that Tesla + SolarCity is going to be a powerhouse, I'd consider buying the stock instead. Alternately, if you're looking for a 6.5 percent return, there are less risky ways to get it (it's about the expected annual return from a broad index fund). I'm honestly not sure who these bonds make much sense for. The implied bet is something like "they're not going to do great, so the stock will not rise, but they also will not go bankrupt so I will get my principal back." On the other hand, if you are emotionally invested in the idea of self-driving solar powered electric cars and are willing to tie up some money to make that dream come true...I can see the appeal. (I own a tiny bit of TSLA for the same reason).
- cloakandswagger 10y ago
  I have no problem with it, because buying these bonds is completely voluntary (and indeed, anyone foolish enough to buy a non-transferrable corporate bond deserves what's coming to them). The reason--at least, my reason--for ripping on "bankers" is because our entire system of money is founded on bonds and thus, debt servitude. No one asked me if I wanted every single dollar to be created in parallel with a debt instrument, and no one asked me if I wanted to have my income taken away to service that debt. It all comes down to autonomy. People have a choice to purchase Solar City bonds, but our banking system is forcibly imposed upon people by an unelected, private entity.
- kolbe 10y ago
  Tech Tribalism
tcoppi 10y ago
I'm pretty sure the market has been expecting another Tesla cash raise at some point before the Model 3 launch. Maybe not one that is happening quite this soon, but I don't think this is a major shock. I expect this might be a larger hit to their share price than other cash raises because of that + SolarCity, though.
stevenj 10y ago
Is there an article that discusses Tesla needing to be firewalled off from Solar City for financing reasons? I hadn't heard that before, but am interested in learning more about it.
- deleted 10y ago
  [deleted]
pfarnsworth 10y ago
> Couple this cash crunch for two of his companies along with the Space X rocket explosion today, I can't imagine the amount of stress Musk is under right now!! Self-induced stress. There is no reason for Tesla to have purchased Solar City. It was an extremely financially stupid and ego-maniacal deal, and the fact that financial institutions want protection against it just proves it. If there is ever a moment that people turn back and ask why Tesla failed, it will be this. I don't think Tesla as a company will disappear, but I can definitely see Musk losing control because of financials spinning out of control, and this would be the jump-the-shark moment.
- endswapper 10y ago
  Self-induced, yes, but not stupid, and there is a reason. Egomaniacal, narcissistic, who cares? There is decent consensus that these qualities benefit (https://hbr.org/2012/07/narcissism-the-difference-betw https://hbr.org/2012/07/narcissism-the-difference-betw, http://www.psychologicalscience.org/index.php/news/minds-business/is-narcissism-essential-for-success.html http://www.psychologicalscience.org/index.php/news/minds-bus...) entrepreneurs and leaders. The reason is that as a single unit the combined companies are a much more compelling offering as a next-generation energy company managing, both supply and demand of a sustainable, renewable resource. I'm not aware of anyone doing this strategically, building bridges from both the supply and demand side, and at this scale. The article is an interesting example of how entrepreneurship, and any startup battles similar issues with growth, debt and financing, regardless of the financial position, or level of influence of the founder. All the more reason not to be disheartened when facing challenges of a similar nature, though likely at a different scale. Master plans 1 and 2 from Musk have been large in scope, practical, achievable steps towards what I think is the moonshot, which is a renewable energy ecosystem for the future.
  - deleted 10y ago
    [deleted]
  - harryh 10y ago
    It's not at all clear to me that power generation via solar has anything at all to do with supplying electricity to cars. The power generated can be used for anything. The vast majority will go to things other than cars. Electric cars can consume electricity from any source and, at least for a while, the vast majority will be coming from sources other than solar. Vertical integration can make a lot of sense in weird markets where goods aren't fungible or there isn't a high quality market for trading. Electrical power is basically the opposite of this though. There is a very very large and very liquid market for pricing electrical power. I see no reason that SolarCity can't just be a supplier to this market while Tesla Owners would be consumers. It's pretty clear to me that the merging of the companies is mostly due to cashflow management on the part of Musk and has little to do with any real synergies between their businesses. Stockholders in one or both companies are likely to suffer due to the merger.
shostack 10y ago
Is there a possibility this was pushed by the banks in an effort to drive them back to the equity markets for more, at a reduced price? I'm not very knowledgeable about how that stuff works but it almost seems like a power play setup vs just a bank innocently managing their risk.
- ddeck 10y ago
  >vs just a bank innocently managing their risk I wouldn't overthink things. Revolving credit facilities like Tesla has are very common and typically secured. It's not entirely clear to me what "firewalled" means, but adjusting terms in the wake of a merger/change of control event is to be expected. Tesla had drawn $678 million under the agreement as of June 30, and had several billion in assets (inventory, machinery etc.) pledged against this and various other credit agreements. What some might not realize is that although Tesla are doing very well from a PR perspective, they are still massively cash flow negative, even at the operating level (i.e. excluding capex). Solar City is even worse (-$741 million operating cashflow last year and -$2.47 billion including capex). These are numbers that any loan officer would be wary of.
  - CCND0110 10y ago
    Totally agree. The entire solar space is over leveraged - there is already an oversupply issue on the solar module space, and nobody has figured out a consistent business model(s) that make sense over the long haul. One hiccup in the overall economy will send many of these companies into bankruptcy. There will be a ton of assets available for investors to scoop up, ala Sun Edison.
  - shostack 10y ago
    Makes, sense--thanks for the clarification.
shortsightedsid 10y ago
> Hopefully the markets continue to believe in Musk. If not I'd expect Musk to be talking to Washington about a government backed loan. Or when it's too big to fail. The point really should be that he's taking a risk and it's probably a calculated one. Everyone takes some risk or the other in their lives. Therefore, it follows that if the idea fails, or the execution fails, then the company must fail regardless of the emotion behind it. I don't see why taxpayers have to fund failed ideas if it comes down to it. Having said that, I hope that Tesla succeeds and continues to change the automotive market.
rsync 10y ago
"With Tesla's credit rated in junk bond territory and both Solar City and Tesla needing large chunks of cash in the next year, it looks like Telsa is going to have to tap the equity markets again." Didn't they just (effectively) get a ~500 million dollar interest free loan in the form of the hundreds of thousands of model3 pre-orders that were placed ? I would have thought tesla was relatively cash rich these days.

forgetsusername 10y ago

>Solar City had to issue debt for an 18 month term at 6.5% HackerNews tends to rip on the "bankers" for deceptive practices during the mortgage crisis. Yet SolarCity is offering unsecured and untransferable bonds, directly to the public, and on the front page is comparing the available interest rates to savings accounts and GICs: https://solarbonds.solarcity.com/ https://solarbonds.solarcity.com/ With the financial situation as you describe, there is far more risk involved in buying these bonds than a savings account, so the appeal to the high rate of interest is not a fair comparison. I'm curious what people here think about this practice.

hga 10y ago
untransferable bonds There's such a thing??? Sure enough, found with Google, and evidently they've been doing this for a couple of years: https://solarbonds.solarcity.com/customer-agreement/ https://solarbonds.solarcity.com/customer-agreement/ The Solar Bonds I purchase may not be listed or traded on any secondary market or exchange, and even if they are, they may not be actively traded. As a result, I should assume that I may have to hold the Solar Bonds until maturity. Also, because I am purchasing the Solar Bonds directly rather than through a broker or other financial intermediary, it may be more difficult for me to sell my Solar Bonds, even if a trading market is or becomes available. I suppose if you view them as you should any crowdfunded thing, don't expect anything back, but you're hoping to help something you believe in, that's OK, but....
- Tloewald 10y ago
  This is beginning to sound like a greener version of Enron.
  - CCND0110 10y ago
    Green that will be entirely in the red within 6-8 quarters.
    - JonFish85 10y ago
      It's already very in the red, and will continue to be for the foreseeable future.
- mr_spothawk 10y ago
  they're backed by customers paying electricity bills. seems safe for 18months, as I don't see much risk for a whole tranche of credit worthy homeowners electing to turn off their electricity. *edit swypo
  - hga 10y ago
    If the interest rate of 6.5% is high, which as far as I can tell is the case, i.e. it appears to be in the lower range of "junk" bonds, and they're unmarketable, and (here it gets iffy due to the acquisition) Musk and company had to buy most of their latest offering, they're by definition risky. The very first detail, their interest rate, tells you that, for no one pays more money to borrow money than they have to. And, BTW, SpaceX just had a rocket and its payload go ka-boom on a launchpad pre-flight test.... Musk's attention and potentially capital just got a huge distraction. See also https://news.ycombinator.com/item?id=12405092 https://news.ycombinator.com/item?id=12405092 , Tesla's lenders did not act favorably towards the merger. Ah, and see this in particular: https://news.ycombinator.com/item?id=12406715 https://news.ycombinator.com/item?id=12406715 Math and physics are seldom friendly to "green" efforts.
    - mr_spothawk 10y ago
danielweber 10y ago
For me, the only part that might be unethical is when they say "controlled risk." And then don't describe how the risk is controlled at all on the hyperlinked page. How is it controlled? Where am I in the pecking order if things go sour?
nissimk 10y ago
The entire solar city enterprise is based on "sophisticated financial engineeriing." They push solar lease and PPA deals on customers which are then securitized and sold to investors. Both sides of these deals (solar customers and abs investors) accept terms that benefit solar city at their expense. If it's not subprime 2.0 then it's subprime 3.0.
- jonknee 10y ago
  And somehow even with favorable terms Solar City is hemorrhaging cash and has a grim outlook for the future.
  - toomuchtodo 10y ago
    Sales and marketing expenses. Cut those and SCTY is cash flow positive.
    - jonknee 10y ago
      But then revenue plunges and its value plunges accordingly thanks to negative growth rates.
      - toomuchtodo 10y ago
        Which is where Tesla comes in with its existing marketing and sales channels. And why it's a sound strategy to acquire SCTY.
mandeepj 10y ago
> there is far more risk involved in buying these bonds than a savings account Please forgive my ignorance on this. I think there is a high potential that SolarCity will do well after merging with Tesla so I see these bonds returning good returns.
- forgetsusername 10y ago
  >so I see these bonds returning good returns. Then why offer interest rates many multiples higher than other low-risk investments? Of course they might pay off (in fact, it's probable that they will). But it certainly isn't riskfree, like a savings account.
- j7ake 10y ago
  These statements need to be backed with skin in the game. How much are you willing to invest in these bonds? Would you transfer your current savings account all into these bonds? These bonds are medium risk... you get all of the downsides of when they go bankrupt but none of the upsides of if they become wildly successful.
- mattkrause 10y ago
  But...they're bonds. If everything goes absolutely swimmingly, you will not make more than 6.5 percent on your investment. They're not going to give the bondholders a tip/bonus/whatever. If you believe that Tesla + SolarCity is going to be a powerhouse, I'd consider buying the stock instead. Alternately, if you're looking for a 6.5 percent return, there are less risky ways to get it (it's about the expected annual return from a broad index fund). I'm honestly not sure who these bonds make much sense for. The implied bet is something like "they're not going to do great, so the stock will not rise, but they also will not go bankrupt so I will get my principal back." On the other hand, if you are emotionally invested in the idea of self-driving solar powered electric cars and are willing to tie up some money to make that dream come true...I can see the appeal. (I own a tiny bit of TSLA for the same reason).
cloakandswagger 10y ago
I have no problem with it, because buying these bonds is completely voluntary (and indeed, anyone foolish enough to buy a non-transferrable corporate bond deserves what's coming to them). The reason--at least, my reason--for ripping on "bankers" is because our entire system of money is founded on bonds and thus, debt servitude. No one asked me if I wanted every single dollar to be created in parallel with a debt instrument, and no one asked me if I wanted to have my income taken away to service that debt. It all comes down to autonomy. People have a choice to purchase Solar City bonds, but our banking system is forcibly imposed upon people by an unelected, private entity.
kolbe 10y ago
Tech Tribalism

tcoppi 10y ago

I'm pretty sure the market has been expecting another Tesla cash raise at some point before the Model 3 launch. Maybe not one that is happening quite this soon, but I don't think this is a major shock. I expect this might be a larger hit to their share price than other cash raises because of that + SolarCity, though.

stevenj 10y ago

Is there an article that discusses Tesla needing to be firewalled off from Solar City for financing reasons? I hadn't heard that before, but am interested in learning more about it.

deleted 10y ago
[deleted]

pfarnsworth 10y ago

> Couple this cash crunch for two of his companies along with the Space X rocket explosion today, I can't imagine the amount of stress Musk is under right now!! Self-induced stress. There is no reason for Tesla to have purchased Solar City. It was an extremely financially stupid and ego-maniacal deal, and the fact that financial institutions want protection against it just proves it. If there is ever a moment that people turn back and ask why Tesla failed, it will be this. I don't think Tesla as a company will disappear, but I can definitely see Musk losing control because of financials spinning out of control, and this would be the jump-the-shark moment.

endswapper 10y ago
Self-induced, yes, but not stupid, and there is a reason. Egomaniacal, narcissistic, who cares? There is decent consensus that these qualities benefit (https://hbr.org/2012/07/narcissism-the-difference-betw https://hbr.org/2012/07/narcissism-the-difference-betw, http://www.psychologicalscience.org/index.php/news/minds-business/is-narcissism-essential-for-success.html http://www.psychologicalscience.org/index.php/news/minds-bus...) entrepreneurs and leaders. The reason is that as a single unit the combined companies are a much more compelling offering as a next-generation energy company managing, both supply and demand of a sustainable, renewable resource. I'm not aware of anyone doing this strategically, building bridges from both the supply and demand side, and at this scale. The article is an interesting example of how entrepreneurship, and any startup battles similar issues with growth, debt and financing, regardless of the financial position, or level of influence of the founder. All the more reason not to be disheartened when facing challenges of a similar nature, though likely at a different scale. Master plans 1 and 2 from Musk have been large in scope, practical, achievable steps towards what I think is the moonshot, which is a renewable energy ecosystem for the future.
- deleted 10y ago
  [deleted]
- harryh 10y ago
  It's not at all clear to me that power generation via solar has anything at all to do with supplying electricity to cars. The power generated can be used for anything. The vast majority will go to things other than cars. Electric cars can consume electricity from any source and, at least for a while, the vast majority will be coming from sources other than solar. Vertical integration can make a lot of sense in weird markets where goods aren't fungible or there isn't a high quality market for trading. Electrical power is basically the opposite of this though. There is a very very large and very liquid market for pricing electrical power. I see no reason that SolarCity can't just be a supplier to this market while Tesla Owners would be consumers. It's pretty clear to me that the merging of the companies is mostly due to cashflow management on the part of Musk and has little to do with any real synergies between their businesses. Stockholders in one or both companies are likely to suffer due to the merger.

shostack 10y ago

Is there a possibility this was pushed by the banks in an effort to drive them back to the equity markets for more, at a reduced price? I'm not very knowledgeable about how that stuff works but it almost seems like a power play setup vs just a bank innocently managing their risk.

ddeck 10y ago
>vs just a bank innocently managing their risk I wouldn't overthink things. Revolving credit facilities like Tesla has are very common and typically secured. It's not entirely clear to me what "firewalled" means, but adjusting terms in the wake of a merger/change of control event is to be expected. Tesla had drawn $678 million under the agreement as of June 30, and had several billion in assets (inventory, machinery etc.) pledged against this and various other credit agreements. What some might not realize is that although Tesla are doing very well from a PR perspective, they are still massively cash flow negative, even at the operating level (i.e. excluding capex). Solar City is even worse (-$741 million operating cashflow last year and -$2.47 billion including capex). These are numbers that any loan officer would be wary of.
- CCND0110 10y ago
  Totally agree. The entire solar space is over leveraged - there is already an oversupply issue on the solar module space, and nobody has figured out a consistent business model(s) that make sense over the long haul. One hiccup in the overall economy will send many of these companies into bankruptcy. There will be a ton of assets available for investors to scoop up, ala Sun Edison.
- shostack 10y ago
  Makes, sense--thanks for the clarification.

shortsightedsid 10y ago

> Hopefully the markets continue to believe in Musk. If not I'd expect Musk to be talking to Washington about a government backed loan. Or when it's too big to fail. The point really should be that he's taking a risk and it's probably a calculated one. Everyone takes some risk or the other in their lives. Therefore, it follows that if the idea fails, or the execution fails, then the company must fail regardless of the emotion behind it. I don't see why taxpayers have to fund failed ideas if it comes down to it. Having said that, I hope that Tesla succeeds and continues to change the automotive market.

rsync 10y ago

"With Tesla's credit rated in junk bond territory and both Solar City and Tesla needing large chunks of cash in the next year, it looks like Telsa is going to have to tap the equity markets again." Didn't they just (effectively) get a ~500 million dollar interest free loan in the form of the hundreds of thousands of model3 pre-orders that were placed ? I would have thought tesla was relatively cash rich these days.