RE: LeoThread 2025-12-23 01-03

[alexonauto]

Bill Ackman is proposing an alternate route to take SpaceX public that avoids a traditional IPO’s typical frictions. Pershing Square SPARC Holdings is incorporated in Delaware, which might be a sticking point for Elon.

Comments

[alexonauto]

It still seems likely Elon will lean toward Morgan Stanley given the firm’s long history of support for his companies

[alexonauto]

Previously mentioned a similar idea: if any company goes public, priority would be given to longtime shareholders of other companies, including Tesla. Loyalty deserves loyalty

Here’s the proposal in plain terms

[alexonauto]

1. Merge SpaceX with Pershing Square’s SPARC, a new form of acquisition company approved by the SEC — a variant on a SPAC that aims to speed a public listing

[alexonauto]

1. Issue SPARC special purpose acquisition rights (SPARs) to Tesla shareholders so each SPAR gives the right to buy SpaceX shares at a fixed price, or to be sold for cash to someone else — effectively giving loyal Tesla shareholders first access to SpaceX equity

[alexonauto]

1. Exercising SPARs would also grant rights to invest in xAI and other private ventures at a later date; Pershing Square would perform due diligence for all investors and commit $4 billion at a fixed per-share price

[alexonauto]

1. No underwriting fees, no founder stock or sponsor warrants, and no dilutive securities from the sponsor; SpaceX would incur minimal transaction costs, covered largely by SPARC

[logen9f]

[alexonauto]

1. Capital raised can be scaled by changing the SPAR exercise price — examples given: setting exercise at $11.03 would raise about $42.0 billion ($38B from SPARs plus $4B from Pershing Square); setting it at $42.00 would raise about $148.7 billion ($144.7B from SPARs plus $4B).

[alexonauto]

Assumptions: 0.5 SPARs per Tesla share → 1.723 billion SPARs outstanding (including 61.1M already outstanding), with each SPAR exercisable for two SpaceX shares → 3.446 billion SpaceX shares exercisable

[alexonauto]

1. SPARC would be indifferent to primary vs secondary share allocation, offering maximum flexibility; due diligence and a definitive agreement could be completed in 45 days, making the transaction certain subject only to SEC approval, and not contingent on market conditions

[alexonauto]

A few practical advantages: faster timeline, lower fees, shareholder loyalty rewarded, and flexible capital sizing. But structure alone may not determine a deal of this scale

[alexonauto]

Morgan Stanley’s track record with Elon’s ventures over the years:

[alexonauto]

1. Tesla IPO (2010) — helped take Tesla public and raised initial public capital
2. Tesla secondary offering (2013) — acted as a major underwriter to raise growth capital during early production scaling
3. Convertible notes (2014) — structured roughly $2.3B in convertible debt for factory and R&D expansion
4. Senior notes (2017) — assisted in raising about $1.8B in high-yield debt to fund Model 3 production ramp
5. Secondary offering (2020) — helped raise $2.3B to strengthen the balance sheet before macro uncertainty
6. Twitter/𝕏 (2022) — served as lead financial advisor, structuring and syndicating ~$13B of acquisition debt within a ~$44B transaction, coordinating complex financing across lenders

[alexonauto]

Bottom line: Ackman’s SPARC approach is clever, efficient, and shareholder-friendly on paper — it reduces fees, rewards loyalty, and moves quickly.

[alexonauto]

Still, history and longstanding support from a firm like Morgan Stanley will likely be a major factor in deciding how a transaction of this magnitude gets executed