Joan Bannister, an equity analyst at the Katalyst Group, dialed into a conference call hosted by Tesla Motors, Inc. ("Tesla") and SolarCity Corporation ("SolarCity") on August 1, 2016 to discuss the merger agreement they had announced the previous day. On the call, executives from Tesla and SolarCity reiterated their strategic rationale for the business combination and described the details of the merger agreement. Specifically, Tesla would acquire SolarCity in an all-stock transaction in which SolarCity shareholders would receive 0.110 shares of Tesla stock for each of their SolarCity shares. The transaction would be subject to the approval of a majority of " disinterested" shareholders (e.g., any executive or board member who had a conflict of interest) of both Tesla and SolarCity. If approved, the deal was expected to close in the fourth quarter of 2016, after which current Tesla shareholders would own approximately 93.1% of the combined entity and SolarCity shareholders would own approximately 6.9% The Tesla-SolarCity merger announcement was not completely unexpected. Six weeks earlier, on June 21, 2016, Tesla had made an offer to acquire SolarCity at an exchange ratio between 0.122 to 0.131 shares of Tesla stock (subject to due diligence) for each share of SolarCity, which Tesla represented as a premium of between 21% to 30% over SolarCity's previous closing price.?

SolarCity retained investment bank Lazard Freres \& Co. LLC to help with its valuation and help it evaluate Tesla's original offer. SolarCity management projections of net cash flow (\$millions)