Day: September 28, 2018

Tesla without Elon Musk at the wheel? To many of the electric car maker’s customers and investors, that would be unthinkable. But that’s what government securities regulators now want to see.

The Securities and Exchange Commission has asked a federal court to oust Musk as Tesla’s chairman and chief executive officer, alleging he committed securities fraud with false statements about plans to take the company private.

The agency says in a complaint filed Thursday that Musk falsely claimed in an Aug. 7 statement on Twitter that funding had been secured for Tesla Inc. to go private at $420 per share, a substantial premium over the stock price at the time.

The SEC is asking the U.S. District Court in Manhattan to bar Musk from serving as an officer or director of a public company. It also is asking for an order enjoining Musk from making false and misleading statements along with repayment of any gains as well as civil penalties.

Ousting Musk, who has a huge celebrity status with more than 22 million Twitter followers, would be difficult and could damage the company. He’s viewed by many shareholders as the leader and brains behind Tesla’s electric car and solar panel operations.

The stock market shuddered at the prospect. Shares slid more than 12 percent to $269.52 in Friday morning trading after a number of analysts either downgraded the stock or issued negative notes.

Citi analyst Itay Michaeli downgraded Tesla Inc. shares to Sell/High Risk from Neutral/High Risk, telling investors in a note that the SEC case raises the risk of Musk’s ouster.

“There’s little question that Mr. Musk’s departure would likely cause harm to Tesla’s brand, stakeholder confidence and fundraising — thereby increasing the risk of triggering a downward confidence spiral given the state of Tesla’s balance sheet,” Michaeli wrote.

​’Reputational harm’

He also told investors that Musk could stay on, but “the reputational harm from this might still prevent the stock from immediately returning to ‘normal.’ ” Michaeli set a $225 one-year price target for the stock.

Tesla shares have a $130 “Musk premium” due to future business driven by Musk as a disrupter of multiple industries, but that could go away if Musk is ousted, Barclays analyst Brian Johnson wrote in a note.

“Should the SEC be successful in barring Mr. Musk from serving as an officer or director, investors would focus back on the value of Tesla as a niche automaker,” wrote Johnson, who reiterated an “Underweight” rating and set a price target of $210.

CFRA analyst Garrett Nelson downgraded the stock from “hold” to “sell” and reduced his price target to $225. “Despite Musk’s recent erratic behavior, we think most investors want him to remain with the company and they value shares at what we view as extremely lofty multiples given the potential for Musk’s vision to drive future growth,” he wrote. “Given uncertainty about Musk’s role going forward, we think a lower valuation is justified.”

Musk, in a statement issued by Tesla, disputed the SEC’s claims. “I have always taken action in the best interests of truth, transparency and investors. Integrity is the most important value in my life and the facts will show I never compromised this in any way,” the statement said.

According to a person knowledgeable about talks between Tesla and federal securities regulators, Musk rejected a settlement that would have allowed him to pay a small fine and stay on as CEO of the electric car company if he agreed to certain conditions, including restrictions on when he could release information publicly.

The person, who asked not to be identified because the negotiations were private, said Friday that Musk rejected the offer because he didn’t want a blemish on his record.

The SEC complaint alleges that Musk’s tweet harmed investors who bought Tesla stock after the tweet but before accurate information about the funding was made public.

No license in ‘celebrity status’

“Corporate officers hold positions of trust in our markets and have important responsibilities to shareholders,” Steven Peikin, co-director of the SEC’s Enforcement Division, said in a statement. “An officer’s celebrity status or reputation as a technological innovator does not give license to take those responsibilities lightly.”

Peter Henning, a law professor at Wayne State University and a former SEC lawyer, said it’s the first fraud case involving use of social media by the CEO of a public company. Musk and Tesla didn’t fully disclose details of the plan in the Aug. 7 tweet or in later communications that day as required, he noted.

“You can’t make full disclosure in 280 characters,” he said, referring to the length limit of a tweet.

Joseph Grundfest, a professor at Stanford Law School and former SEC commissioner, said Musk will likely want to settle before trial so that he could conceivably stay on as CEO, with some constraints such as prohibiting him from making public statements without supervision. But Musk also could agree to step down as CEO and instead take another title, such as chief production officer.

Grundfest also said that the challenge for the SEC is to “appropriately discipline Musk while not harming Tesla’s shareholders.”

According to the complaint, Musk met with representatives of a sovereign investment fund for 30 to 45 minutes on July 31 at Tesla’s Fremont, Calif., factory. Tesla has identified the fund as Saudi Arabia’s Public Investment Fund, which owns almost 5 percent of the company.

Fund representatives expressed interest in taking Tesla private and asked about building a factory in the Middle East, Musk told the SEC. But at the meeting, there was no discussion of a dollar amount or ownership stake for the fund, nor was there discussion of a premium to be paid to Tesla shareholders, the complaint said. Musk told the SEC that the lead representative of the fund told him he would be fine with reasonable terms for a go-private deal.

No specific terms

“Musk acknowledged that no specific deal terms had been established at the meeting and there was no discussion of what would or would not be considered reasonable. Nothing was exchanged in writing,” the complaint stated.

The SEC alleged in the 23-page complaint that Musk made the statements using his mobile phone in the middle of a trading day. That day, Tesla shares closed up 11 percent from the previous day.

The statements, the complaint said, “were premised on a long series of baseless assumptions and were contrary to facts that Musk knew.” Later in the month, Tesla announced that the go-private plan had been scrapped.

In its complaint, the SEC said that Musk’s statements hurt short sellers, who are investors who borrow a company’s stock betting that it will fall. Then they buy the shares back at a lower price and return them to the lenders, pocketing the profit.

In August, more than $13 billion worth of Tesla shares were being “shorted” by investors, the complaint said, as the stock was under pressure due to questions about Tesla’s finances and Musk’s erratic behavior.

Mark Spiegel, a short-seller and constant Musk critic, applauded the SEC for pursuing what he predicted would be easy for the government to prove.

Tesla’s board said in a statement Thursday night that it is “fully confident in Elon, his integrity, and his leadership of the company.” 
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Italy’s stock market fell sharply Friday after the new populist, euroskeptic government announced a sharp public spending increase that will push the budget deficit to 2.4 percent of gross domestic product next year, risking a collision with the European Union.

The benchmark FTSE MIB dropped 2.2 percent early Friday, hours after the government announced its first financial targets since taking office three months ago. 

Italy’s government partners, the 5-Star movement and the League, pressed for money to fulfill campaign pledges, namely a basic citizen’s income for job seekers and a flat tax. Finance Minister Giovanni Tria, who is politically unaligned, had wanted to keep the budget deficit capped at no more than 2 percent.

The leader of the 5-Star Movement, Luigi Di Maio, called the document approved early Friday by the Cabinet “a maneuver of the people.”

“The historic measures are a victory,” Di Maio said. “It is not the government that wins, but citizens. It is a maneuver that allows us to relaunch investments and growth.”

The 2019 deficit target is a significant jump from the 2018 target of 1.6 percent, set by the former center-left government, but still remains within the 3-percent ceiling set by the EU. The European Union has been pressing Italy to address its deficit in a bid to reduce the country’s debt, the second largest in the EU after Greece. 

The spending targets contained in the document calls for spending of 27 billion euros, including blocking an increase in value-added tax, launching the 5-Star Movement’s basic income scheme, undoing pension reforms and introducing a flat tax.

To pay for the new spending, the government has pledged a tax amnesty, a spending review and possible changes to tax breaks.

The government must submit a draft budget to the EU by Oct. 15.
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Puerto Rico Gov. Ricardo Rossello flew to New York this week on a mission: convince potential tourists that the hurricane-ravaged island was ready for their return.

But Puerto Rico’s recovery from last year’s Hurricane Maria has been a “mixed bag,” Rossello told Reuters on Thursday, acknowledging that the bankrupt U.S. territory, while improving, was far from out of the woods.

Puerto Rico has received only a small fraction of the federal funding it needs to get back on its feet, Rossello said in a 75-minute interview, and getting access to the rest could take more than a decade.

$4 billion or less

His administration estimates that fixing Puerto Rico fully will require $139 billion, but the federal government has earmarked only about $60 billion to $65 billion for the recovery, he said. Of that, only about $3 billion to $4 billion has actually flowed into the island’s coffers. 

Obtaining the remainder could take 10 to 11 years, he said, adding that his team was lobbying Congress for more money.

Compounding the problem is Puerto Rico’s bankruptcy in U.S. federal court, where it is trying to restructure $120 billion of debt and pension obligations. There are also ongoing spending disputes between the government and a federally appointed fiscal oversight board.

In the year since Hurricane Maria, Rossello has at times been diplomatic regarding the federal government’s response, while at other times — especially lately — he’s been more critical. He has also been criticized for sticking with an estimated death toll of 64 early on, when  strong evidence suggested it could be higher. A government-commissioned study by researchers at George Washington University eventually pegged the toll at around 3,000.

When asked whether his administration’s messaging strategies have been tied to an effort to maintain good relations with President Donald Trump, Rossello said a “critical part” of the island’s recovery “is making sure the federal  government responds to our petitions.”

“So ,yes, I have opted for a path that involves dialog, that involves collaboration,” Rossello said, adding that he has not been afraid to be critical.

If Trump does not sign the island’s request to extend the federal  government’s 100 percent coverage of repair costs, “I’ll be the first one to fight it,” Rossello said, “and I’ll be the first to point out that action, or lack of action, is one of the main obstacles to our recovery.”

Rossello said Puerto Rico still has as many as 60,000 homes with temporary tarp roofs. It also has hundreds of thousands of informally constructed homes with many owners lacking title to their property.

Rebuilding will require that the current ranks of about 45,000 construction workers to grow to 130,000, according to Rossello, who recently signed an executive order increasing the minimum hourly construction wage to $15 despite opposition from the oversight board and the private sector.

Power shift

The island’s government is still considering initiatives that could make the its troubled electricity grid more resilient, Rossello said. Ultimately, the island hopes to generate 40 percent of its electricity from renewables and steer away from fossil fuels. The shift would require a new regulatory policy, approval by the bondholders, and, potentially, investment from outside companies or organizations.

“We have received 10 to 12 unsolicited proposals for generation,” he said, while acknowledging the government has yet to find a private operator for the power utility’s transmission and distribution operations.

But changes at the electric agency known as PREPA, which Rossello called one of the most troubled organizations in modern history, will be gradual. The governor said he was working with a search firm to identify outside board members for the utility, after nearly the entire board quit in an uproar over appointment of a new chief executive.

Limited electricity was a major problem for the island’s small-business sector, according to a Federal Reserve Bank of New York report on Thursday. A survey of more than 400 businesses with fewer than 500 employees found 77 percent suffered losses as a result of Hurricanes Irma and Maria.

Broader effort

Meanwhile, Rossello is trying not only to restore tourism, but to expand it in such a way that it incorporates hundreds of square miles of seaside and mountain communities that are largely unvisited. Puerto Rico’s tourism is small compared with that of other Caribbean locales and tends to be centered in San Juan.

The island’s visitor lodgings hit a 2017 high of 204,025 in July, but fell to just under 30,000 in October following the hurricanes, according to Puerto Rico Tourism Company data.

Persuading tourists to leave the capital, though, will require easier travel. “Puerto Rico should be a multiport destination,” he said, discussing plans to beef up airport capacity in the south and west of the island.

He emphasized the possibility of capitalizing on Puerto Rico’s near-constant spate of community festivals. “We have flower festivals, orange festivals, plantain festivals, coffee festivals, music festivals,” he said.

Rossello pointed to so-called chinchorreos as a possible draw, events in which Puerto Rican foodies move from one inexpensive eatery to the next.

“A bar crawl for food — that’s the best way to put it,” the governor said, “and the island is small, so you start in one place and you’re on a beachfront, and 15 minutes later you’re in the mountains.”
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