JPMorgan Chase & Co. sued Tesla Inc. seeking a $162 million payment related to a series of stock warrant transactions that were affected by Elon Musk’s short-lived attempt to take the carmaker private three years ago.
The biggest U.S. bank bought the warrants from Tesla in 2014 to help the automaker mitigate risk that its stock would be diluted by issuance of convertible notes, and to make certain federal income tax deductions, according to a complaint filed Monday in Manhattan federal court. When the warrants expired, Tesla would owe JPMorgan a payment of shares or cash if its stock traded above a certain strike price.
JPMorgan claims it had the discretion to adjust the strike price based on factors including the volatility of Tesla’s stock. The bank made two modifications in August 2018 — one after Musk tweeted that he had secured funding to take Tesla private, and another when the chief executive officer abandoned the effort weeks later.
Now that the warrants have expired, JPMorgan claims Tesla has shorted the bank what it’s due.
“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 bank said in the complaint.
Tesla wrote JPMorgan in February 2019 to argue the adjustments the bank made six months earlier were “unreasonably swift and represented an opportunistic attempt to take advantage of changes in volatility in Tesla’s stock,” according to the complaint.
But JPMorgan claims Tesla didn’t make specific challenges to its calculations or back up its assertion, and hasn’t objected further in the last two years. Tesla didn’t respond to a request for comment on the lawsuit.
The dispute dredges up one of Musk’s most controversial episodes. The U.S. Securities and Exchange Commission sued the CEO and Tesla in September 2018, alleging that Musk had committed securities fraud and the company lacked adequate controls of his social media activity.
Musk and Tesla each agreed to pay $20 million in a settlement without admitting wrongdoing. The CEO was forced to give up the role of board chairman for three years, and Tesla agreed to have a lawyer pre-approve material information Musk wants to communicate to investors.
The controls haven’t stopped Musk from stirring up controversy on Twitter. Early this month, he polled users on whether he should sell 10% of his Tesla stake. He’s offloaded about $7.8 billion of the company’s shares since then, precipitating a stock sell-off.
The case is JPMorgan Chase Bank v. Tesla Inc., 21-cv-09441, U.S. District Court, Southern District of New York (Manhattan).
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