저자: KevinPaffrath · 외국인
요약 보기
테슬라·스페이스X 합병 가능성을 전제로, 머스크의 주식보상 마일스톤이 합병 시 취소되고 시가총액 기준 트랜치만 남아 실적 없이 보상을 받을 수 있는 구조라고 주장. 2조 달러 인수 시 약 179억 달러 옵션 행사 이익, 지분 12.7%(약 2,500억 달러) 가치 상승이 스페이스X 주주에게 불리하다고 평가. WSJ 보도(주당 약 506달러 인수가 가정)를 인용.
다듬은 글
Quick note: If you haven't seen it yet, we sent out a purchase notification to course participants, but for now, let's talk about Elon. Well, I have to say, I didn't expect this level of provocation from Tesla and SpaceX. Of course, we have been talking about a potential merger of these companies for a long time.
And we just learned that apparently all the service-based milestones for stock awards that Elon promised could be canceled in the event of a merger. Literally, the approved milestones voted on by Tesla shareholders, which say, "We want Tesla to achieve certain market capitalization and service goals." Including 10 million active FSD subscriptions.
As of the second quarter, we have 1.48 million of them. 55% of these people bought a subscription in advance , so only about 700 thousand actually pay monthly, right ? We need to reach 10 million. We have only gone part of the way, about 14%. 20 million cumulative vehicle deliveries are expected . We are almost halfway there, we have about 9.7 million.
It is expected that 1 million robo-taxis will be in operation. We have 20 unattended. We are trying to get there. This will take a little longer than expected , but we are working on it. 1 million Optimus robots delivered. Of course, it's zero for, you know, commercial purposes. And of course, we have milestones based on market capitalization, they will remain.
But all these milestones—Optimus, robo-taxis, car deliveries, FSD subscriptions— are disappearing as a prerequisite for Elon to receive stock compensation in the event of a Tesla and SpaceX merger . And this is thanks to a specific item— it's on page four, as I printed out the stock compensation plan.
Some people printed this out, indicating that it was on page 16. I have it on page five. I don't know. But look at this. Here is this document. As you can see, this is the Tesla CEO Compensation Agreement for 2025. CEO Restricted Stock Agreement 2025. The date is visible here: September 3, 2025. Tesla agrees to blah blah blah.
This is what the shareholders voted for , right? If we go lower, by the way, this is . And they go along with the operational milestones in addition to market cap, right? So, the first tranche: Tesla's market capitalization of $2 trillion. This is a 30-day weighted moving average over the past period.
So, she's not just there for a moment. She should stay there for about a good month. But you will need to reach one of the 12 operational stages. I just listed a few of them. You can see here, this is what I listed. 20 million car deliveries, 10 million FSD subscriptions , 1 million robot deliveries, 1 million robo-taxis, or any of the following, which is essentially an increase of billions of dollars in adjusted EBITDA.
OK. So, in other words, without any real profit requirements, you could get to the fourth operational stage based on market capitalization alone without achieving any financial metrics, right? But in the event of a merger, all of this is simply canceled out. None of this matters. There is only one thing that matters.
The only thing that matters for paying Elon is this section right here. Let's frame this. That's all. Market capitalization. Since SpaceX is controlled by Elon , and SpaceX is supposed to buy Tesla, Elon can practically decide which tranche he wants to get paid for, right? Of course, this assumes that Tesla's market cap is growing, and to afford this in SpaceX without significantly diluting the stock, you would assume that SpaceX would have to grow its capitalization significantly, which you know is possible.
But the point where it is laid out is right here, on page five. And again, text formatting may shift this location a bit. Here. Despite sections one, two, and three above. So, points one, two, and three above, for reference, relate to determining the achievement of operational milestones. That is, in fact, how they determine the achievement of market capitalization.
This is where we talk about 30- day market capitalization, and so on . And, of course, the first thing is the operational stages themselves. So , just ignoring all of that for a moment. In the event of a change of control, all of the operational steps above will be literally canceled. And the market capitalization will essentially be the price that was immediately before the acquisition or change of control.
So, in other words, hey, if Tesla gets some really big offer with a premium, right? This is what the Wall Street Journal is writing about today , and while some may dislike the publication, they are essentially saying, "Elon could make a $2 trillion acquisition, which would be about $506 per Tesla share." They titled this article: "See how the Tesla and SpaceX merger gives Musk a fast track to a trillion-dollar payout." And they're looking at different pricing scenarios and all that stuff.
I think they made writing this article a little more difficult. But in short: if Tesla were bought out for $2 trillion, which is 53% above the current price, Elon would be able to immediately unlock his first tranche, regardless of whether any operational goals were met. So, if Elon had bought Tesla for $2 trillion at $506 per share, he would have received about $17.9 billion before taxes in options.
But it's not about these 17.9 billion dollars. For someone with a trillion-dollar fortune, 17.9 billion isn't that much . It's like $20 when you have a thousand in your bank account . That is, you still want that $20, but it's a pittance compared to your stake in Tesla, which is about 12.7%. You see, at a valuation of $2 trillion , a 12.7% share...
A 12.7% share of $2 trillion is about $250 billion. So, in other words, the higher Tesla's stock price when SpaceX acquires it, the more money Elon gets from stock payouts without meeting targets, and the more his stake in Tesla is worth, which ultimately means even more SpaceX shares. So what does this mean?
In my opinion, this is another brilliant maneuver by Elon, albeit a bit insidious, because this is definitely not what shareholders voted for. But people are unlikely to be angry if their shares are sold for $500 or some other crazy price, right ? So it's kind of a delicate moment: "Ah, not bad, Elon.
We see what you've done, but we still like that we get paid a premium for the shares." Who could really be hurt are the other SpaceX shareholders, including me. So, if you overpay for Tesla and it hasn't justified it with operating performance, then this huge premium that allows Elon to move his much-appreciated shares into SpaceX to increase his stake at Tesla's high valuation is good for him, but bad for SpaceX shareholders.
So this is a built-in risk factor. But I have to say, it's brilliant, if a bit fraudulent. In my opinion, people voted for the stock compensation plan for something else entirely . I think people were thinking, " Dude, if Tesla gets to that stock price for, like, 30 days or so, and it hits some operational goals, great.
Let the guy get paid. Let him make his money. If he makes money for other people and grows the business to the point where it's profitable for SpaceX , and therefore profitable for SpaceX shareholders— great. Let him make his money. But that distorts incentives a little bit. What you're really saying is, " Hey, if SpaceX decides to pay a huge premium for Tesla, even though it's not hitting any of its operational goals—well, we'll still do the merger and still take our stock and our bloated stake in SpaceX." Crazy.
That's all I can say about it . And if you're worried about that, don't worry, join us at meetkevin.com. We'd love to see you. We just sent out a buyout. See you soon. promote it y ood to hear your thoughts.
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