(Bloomberg) -- Dan Dees, one of Goldman Sachs Group Inc.’s most senior executives, told a jury he was surprised in August 2018 by Elon Musk’s tweet about taking Tesla Inc. private, adding to evidence at a securities fraud trial that the car company CEO’s announcement caught even his bankers off guard.
The trial, now in its second week in San Francisco federal court, revolves around Musk’s controversial August 2018 Twitter posts that he was considering taking the electric-car maker private with “funding secured.”
Lawyers for the investors are aiming with testimony from Dees, who is a co-head of Goldman’s banking and markets division, and Egon Durban, the co-chief executive officer of private equity firm Silver Lake Management, to show that Musk’s tweets were premature — and constituted a violation of securities laws — because the bankers had been barely consulted and hadn’t formally signed on to his take-private plan.
Dees and Durban told jurors Friday that even a week after Musk’s “funding secured” tweet on Aug. 7, 2018, they were still working to figure out how the deal would be structured, including who would pay for it.
“I was surprised he was taking Tesla private,” Dees testified about what he was thinking when he saw Musk’s tweet. “I was surprised we weren’t involved at Goldman.” Later, after they’d had a chance to discuss the deal, Musk disclosed Goldman’s involvement publicly before the investment bank was ready to announce it, Dees said.
Musk has testified the Aug. 7, 2018, tweet was “absolutely truthful,” touting what he described as an “unequivocal” commitment by Saudi Arabia’s sovereign wealth fund to back the go-private plan with billions of dollars — even though he had nothing in writing.
In an Aug. 11, 2018, email to Dees, Musk said he wanted to “put together a diverse enough investor/lender group, such that no single investor can demand special terms.” Musk said Saudi Arabia’s sovereign wealth fund could finance the deal alone, “but they would require that we build a Gigafactory there sooner than we would prefer.”
Before Dees took the stand, Durban recalled for the jury a conversation in which he told Musk $6 billion was the most Silver Lake could commit to the transaction — which he said would have been the second- or third-biggest funding round the firm had ever done. Jurors have previously been told the take-private plan would have cost about $60 billion.
Durban also said that in his career, he hadn’t seen a transaction with the “unique” structure Musk was proposing, in which investors in the public company would be rolled over into the private one. He said it’s “atypical” for a CEO to announce such a transaction as he’s still considering it, while also explaining that the $420-a-share price target was anticipated because it reflected a 20% premium on Tesla’s stock price.
“We had just spoke the night before,” the Silver Lake boss said, noting that they planned to meet later that same week. Like Dees, Durban told the jury he didn’t think financing would be an obstacle, based on his years of experience working with funders.
The jury was shown an email exchange between Dees and Musk starting on the same day the Tesla CEO tweeted about taking Tesla private.
“At GS, we are standing by and ready to help,” Dees tells Musk. “We are ready to fly in and share some views and dig in to help whenever you’re ready.”
Musk responds: “Sounds good. Will call as soon as I have a spare moment.”
Ultimately, in a report presented to Tesla’s board Aug. 23, Dees, Durban and a third adviser said the car maker “would be better continuing as a public company than going through the process of a going private transaction.”
Read More: Musk-Tesla Tweet Fraud Accusers Say, He Confused Jury 10 Times
Ryan Brinkman, an auto analyst at JPMorgan Chase & Co., testified Friday he was so shocked by Musk’s initial tweet he wondered whether the CEO’s Twitter account had been hacked.
“It didn’t appear to make a whole lot of sense,” he said. “Also I was doubting how this could work.” Within a half hour, he came to believe the post was real. “It was notable to me that it was on a Tesla corporate website,” he said.
By Aug, 23, Brinkman concluded in a report that Musk’s going private “story seemed to fall apart.” He reversed his earlier decision to raise Tesla’s target price from $195 to $308.
In an email shown to jurors, Brinkman told a colleague it was a “tough call” to dial back the price target. The move was tantamount to calling Musk out, to saying “the CEO had lied or misled investors,” he told jurors. “I was sticking my neck out.”
(Updates with testimony by JPMorgan analyst)
©2023 Bloomberg L.P.