Connect with us
tesla logo tesla logo

Investor's Corner

Tesla sued by JPMorgan over Musk’s 2018 ‘funding secured’ Tweet

Published

on

Tesla is being sued by JP Morgan Chase in a massive $162 million lawsuit over stock warrants linked to CEO Elon Musk’s infamous “funding secured” Tweet from 2018 when Musk hinted toward taking the company private at $420.

Court filings made public on Monday and reported by Barron’s showed JPMorgan Chase is alleging Tesla of branching a contract in regards to the repricing of warrants. Following Musk’s Tweet in 2018 that hinted he was thinking of taking Tesla private at $420 per share, the stock responded with volatility, which caused losses. JPMorgan Chase’s lawsuit outlines a potential payout of $162.2 million, plus interest, fees, and expenses.

JPMorgan filed the complaint in the Southern District of New York, and details a contract with Tesla where the automaker was legally obliged to deliver shares or cash if the stock price passed certain levels by a certain time. This is known as a “strike price.” Barron’s said this was a stock warrant transaction, which is similar to stock options contracts available to retail investors.

The lawsuit’s most critical point is that Tesla did not deliver the cash or shares. JPMorgan was forced to reprice the stock warrants after Musk Tweeted, “Am considering taking Tesla private at $420. Funding secured. Shareholders could either to sell at 420 or hold shares & go private.”

Musk’s Tweet resulted in a settlement with the SEC, which required the CEO to step down as Tesla’s Chairman, pay a $20 million penalty, appoint two new independent directors to the Tesla board, and “establish a new committee of independent directors and put in place additional controls and procedures to oversee Musk’s communications.”

The Tweets spiked Tesla’s stock price, which, in turn, caused JPMorgan to readjust the value of the warrants. After Musk and Tesla confirmed a few weeks later that the stock would not be taken private, JPMorgan readjusted the value of the warrants once again. Tesla sold warrants to JPMorgan with provisions that protected both entities from potential volatility that could come from significant corporate transactions, according to JPMorgan. The provisions gave the banking firm the right to adjust and readjust the warrants in cases of significant announcements that could cause stock movement. JPMorgan said the provisions were put in to protect both parties from “exactly the type” of announcement that Musk Tweeted.

Tesla, however, did not take kindly to JPMorgan repricing the warrants and stated that the bank’s move was “unreasonably swift and represented an opportunistic attempt to take advantage of changes in volatility in Tesla’s stock,” according to a letter that was included in the filing.

Credit: Tobias Lindh/Youtube

JPMorgan did not readjust the strike price following the second modification, the filing said, as the warrants expired in June and July 2021. Tesla’s stock rose nearly 900% from the 2018 Tweet to the end of July 2021, most of the growth taking place during 2020, when TSLA shares rose over 700%. The prices were above the original and readjusted strike prices.

The lawsuit said that Tesla and the bank have agreed that the automaker should settle the undisputed number of shares earlier in 2021. However, Tesla is still uneasy with the fact JPMorgan readjusted the strike prices, but JPMorgan said that failure to settle the adjusted strike price could conclude with a default. JPMorgan’s suit said Tesla failed to deliver 228,775 shares, meaning the bank is stuck with an open hedge position that equals the shortfall. “Even though JPMorgan’s adjustments were appropriate and contractually required, Tesla has refused to settle at the contractual strike price and pay in full what it owes to JPMorgan,” the firm said in its complaint. “As a result, more than $162 million is immediately due and payable to JPMorgan by Tesla.”

Advertisement

The case, JPMorgan Chase Bank v. Tesla Inc., 21-cv-09441, is available to read here.

I’d love to hear from you! If you have any comments, concerns, or questions, please email me at joey@teslarati.com. You can also reach me on Twitter @KlenderJoey, or if you have news tips, you can email us at tips@teslarati.com.

Joey has been a journalist covering electric mobility at TESLARATI since August 2019. In his spare time, Joey is playing golf, watching MMA, or cheering on any of his favorite sports teams, including the Baltimore Ravens and Orioles, Miami Heat, Washington Capitals, and Penn State Nittany Lions. You can get in touch with joey at joey@teslarati.com. He is also on X @KlenderJoey. If you're looking for great Tesla accessories, check out shop.teslarati.com

Advertisement
Comments

Investor's Corner

Shareholder group urges Nasdaq probe into Elon Musk’s Tesla 2025 CEO Interim Award

The SOC Investment Group represents pension funds tied to more than two million union members, many of whom hold shares in TSLA.

Published

on

Credit: xAI/X

An investment group is urging Nasdaq to investigate Tesla (NASDAQ:TSLA) over its recent $29 billion equity award for CEO Elon Musk. 

The SOC Investment Group, which represents pension funds tied to more than two million union members—many of whom hold shares in TSLA—sent a letter to the exchange citing “serious concerns” that the package sidestepped shareholder approval and violated compensation rules.

Concerns over Tesla’s 2025 CEO Interim Award

In its August 19 letter to Nasdaq enforcement chief Erik Wittman, SOC alleged that Tesla’s board improperly granted Musk a “2025 CEO Interim Award” under the company’s 2019 Equity Incentive Plan. That plan, the group noted, explicitly excluded Musk when it was approved by shareholders. SOC argued that the new equity grant effectively expanded the plan to cover Musk, a material change that should have required a shareholder vote under Nasdaq rules.

The $29 billion package was designed to replace Musk’s overturned $56 billion award from 2018, which the Delaware Chancery Court struck down, prompting Tesla to file an appeal to the Delaware Supreme Court. The interim award contains restrictions: Musk must remain in a leadership role until August 2027, and vested shares cannot be sold until 2030, as per a Yahoo Finance report.

Even so, critics such as SOC have argued that the plan does not have of performance targets, calling it a “fog-the-mirror” award. This means that “If you’re around and have enough breath left in you to fog the mirror, you get them,” stated Brian Dunn, the director of the Institute for Comprehension Studies at Cornell University.

Advertisement

SOC’s Tesla concerns beyond Elon Musk

SOC’s concerns extend beyond the mechanics of Musk’s pay. The group has long questioned the independence of Tesla’s board, opposing the reelection of directors such as Kimbal Musk and James Murdoch. It has also urged regulators to review Tesla’s governance practices, including past proposals to shrink the board. 

SOC has also joined initiatives calling for Tesla to adopt comprehensive labor rights policies, including noninterference with worker organizing and compliance with global labor standards. The investment group has also been involved in webinars and resolutions highlighting the risks related to Tesla’s approach to unions, as well as labor issues across several countries.

Tesla has not yet publicly responded to SOC’s latest letter, nor to requests for comment.

The SOC’s letter can be viewed below.

Nasdaq+Letter Tsla Socig Final by Simon Alvarez

Advertisement
Continue Reading

Investor's Corner

Tesla investors may be in for a big surprise

All signs point toward a strong quarter for Tesla in terms of deliveries. Investors could be in for a surprise.

Published

on

(Credit: Tesla)

Tesla investors have plenty of things to be ecstatic about, considering the company’s confidence in autonomy, AI, robotics, cars, and energy. However, many of them may be in for a big surprise as the end of the $7,500 EV tax credit nears. On September 30, it will be gone for good.

This has put some skepticism in the minds of some investors: the lack of a $7,500 discount for buying a clean energy vehicle may deter many people from affording Tesla’s industry-leading EVs.

Tesla warns consumers of huge, time-sensitive change coming soon

The focus on quarterly deliveries, while potentially waning in terms of importance to the future, is still a big indicator of demand, at least as of now. Of course, there are other factors, most of them economic.

The big push to make the most of the final quarter of the EV tax credit is evident, as Tesla is reminding consumers on social media platforms and through email communications that the $7,500 discount will not be here forever. It will be gone sooner rather than later.

It appears the push to maximize sales this quarter before having to assess how much they will be impacted by the tax credit’s removal is working.

Delivery Wait Time Increases

Wait times for Tesla vehicles are increasing due to what appears to be increased demand for the company’s vehicles. Recently, Model Y delivery wait times were increased from 1-3 weeks to 4-6 weeks.

This puts extra pressure on consumers to pull the trigger on an order, as delivery must be completed by the cutoff date of September 30.

Delivery wait times may have gone up due to an increase in demand as consumers push to make a purchase before losing that $7,500 discount.

More People are Ordering

A post on X by notable Tesla influencer Sawyer Merritt anecdotally shows he has been receiving more DMs than normal from people stating that they’re ordering vehicles before the end of the tax credit:

It’s not necessarily a confirmation of more orders, but it could be an indication that things are certainly looking that way.

Why Investors Could Be Surprised

Tesla investors could see some positive movement in stock price following the release of the Q3 delivery report, especially if all signs point to increased demand this quarter.

We reported previously that this could end up being a very strong rebounding quarter for Tesla, with so many people taking advantage of the tax credit.

Whether the delivery figures will be higher than normal remains to be seen. But all indications seem to point to Q3 being a very strong quarter for Tesla.

Continue Reading

Elon Musk

Tesla bear Guggenheim sees nearly 50% drop off in stock price in new note

Tesla bear Guggenheim does not see any upside in Robotaxi.

Published

on

tesla showroom
Credit: Tesla

Tesla bear Guggenheim is still among the biggest non-believers in the company’s overall mission and its devotion to solving self-driving.

In a new note to investors on Thursday, analyst Ronald Jewsikow reiterated his price target of $175, a nearly 50 percent drop off, with a ‘Sell’ rating, all based on skepticism regarding Tesla’s execution of the Robotaxi platform.

A few days ago, Tesla CEO Elon Musk said the company’s Robotaxi platform would open to the public in September, offering driverless rides to anyone in the Austin area within its geofence, which is roughly 90 square miles large.

Tesla CEO Elon Musk confirms Robotaxi is opening to the public: here’s when

However, Jewsikow’s skepticism regarding this timeline has to do with what’s going on inside of the vehicles. The analyst was willing to give props to Robotaxi, saying that Musk’s estimation of a September public launch would be a “key step” in offering the service to a broader population.

Where Jewsikow’s real issue lies is with Tesla’s lack of transparency on the Safety Monitors, and how bulls are willing to overlook their importance.

Much of this bullish mentality comes from the fact that the Monitors are not sitting in the driver’s seat, and they don’t have anything to do with the overall operation of the vehicle.

Musk also said last month that reducing Safety Monitors could come “in a month or two.”

Instead, they’re just there to make sure everything runs smoothly.

Jewsikow said:

“While safety drivers will remain, and no timeline has been provided for their removal, bulls have been willing to overlook the optics of safety drivers in TSLA vehicles, and we see no reason why that would change now.”

He also commented on Musk’s recent indication that Tesla was working on a 10x parameter count that could help make Full Self-Driving even more accurate. It could be one of the pieces to Tesla solving autonomy.

Jewsikow added:

“Perhaps most importantly for investors bullish on TSLA for the fleet of potential FSD-enabled vehicles today, the 10x higher parameter count will be able to run on the current generation of FSD hardware and inference compute.”

Elon Musk teases crazy new Tesla FSD model: here’s when it’s coming

Tesla shares are down just about 2 percent today, trading at $332.47.

Continue Reading

Trending