Yesterday, TSLA and SCTY announced the two firms had reached agreement for TSLA to acquire SCTY in an all stock deal.  TSLA will exchange .11 shares of its stock for each share of SCTY, with closing sometime before yearend.  SCTY has 45 days to shop for a better offer.

Most commentaries I’ve read seem to miss two things:

–the original TSLA proposal said it anticipated an exchange ratio of between .122 and .131 to one, subject to closer examination of SCTY’s books.  The purpose of the range, as I see it, was to put a ceiling on what TSLA would pay for SCTY, no matter what good things it found on closer inspection.

Well, the opposite has happened.  The actual offer falls 10% below the lower bound, suggesting that SCTY looks considerably less great on the inside than its public financials would suggest.

–the combined entity, despite anticipated administrative/marketing savings of $150 million a year, assumes it will need to make an equity financing next year.

Overall, however, I think this is a good deal for SCTY.  Although I have traded the stock from time to time, the one thing that has always bothered me about SCTY is its stepchild status in the Elon Musk empire.  I say stepchild because TSLA, not SCTY, owns the Gigafactory, which will supply state-of-the-art batteries to SCTY.  To me, this signaled that TSLA was in the heart of the Elon Musk empire and that SCTY was on the periphery.  The merger changes that.