Below are 5 key things Wall Street analysts are saying after Tesla's (NASDAQ: TSLA) surprise $26.50-$28.50/share all-stock bid for SolarCity (NASDAQ: SCTY).

Oppenehimer's Colin Rusch (today's lone downgrade): "... we believe is a fundamental change to its business model... we do not view this acquisition as the best and highest use of TSLA's capital and human resources given the potential return on capital possible in the electricity industry (typically ~8%-9%) versus the potential leverage of the TSLA auto platform which we believe could demonstrate ROIC of 15%-20%+."

Global Equities Research's Trip Chowdhry: "TSLA + SCTY = Power Generation + Power Storage + Power Consumption = Your New Utility Provider.... 500,000 Tesla Model 3 will hit the road every year starting 2018 - the current electric grid does not have the capacity to cater to this enhanced load that would start to happen."

Piper Jaffray's Alexander Potter: "... assuming a midpoint takeout price of $27.50/share (or $2.7B in total), Tesla would need to issue 12.34M shares (at $219) to cover the cost of the buyout. This represents ~8.8% dilution."

Deutsche Bank's Rod Lache: "...it's not a no-brainer,.. we believe that Tesla Investors will generally view this development as a negative, as it could produce a distraction while management would benefit more by focusing on their impressive growth plans."

Baird's Ben Kallo: "We believe shareholders could be concerned about the transaction given Elon's ties to both companies. That said, Elon Musk and Antonio Gracias abstained from voting on the proposal at the TSLA board meeting given their overlapping directorships at both SCTY and TSLA."