JPMorgan Chase & Co sued Tesla Inc for $162.2 million on Monday, accusing Elon Musk’s electric vehicle business of “flagrantly” breaching a stock warrants contract after its stock price rose.
Tesla sold warrants to JPMorgan in 2014 that would pay off if their “strike price” was below Tesla’s share price when the warrants expired in June and July 2021, according to the complaint filed in federal court in Manhattan.
JPMorgan, which claimed it had the authority to change the strike price, said it reduced it significantly after Musk tweeted on Aug. 7, 2018, that he was considering taking Tesla private for $420 per share and had “funding secured,” and then reversed some of the reduction when Musk abandoned the idea 17 days later.
However, by the time the warrants expired, Tesla’s stock had increased by almost tenfold, requiring Tesla to provide shares of its stock or cash, according to JPMorgan. Tesla’s failure to do so, according to the bank, amounted to a default.
“Though JPMorgan`s adjustments were appropriate and contractually required,” the complaint said, “Tesla has flagrantly ignored its clear contractual obligation to pay JPMorgan in full.”
Tesla did not immediately respond to requests for comment after market hours.
Tesla sold the warrants, according to the complaint, to avoid equity dilution from a separate convertible bond offering and to minimise its federal income taxes.
Following “major corporate transactions involving Tesla,” JPMorgan said it was contractually allowed to change the conditions of the warrants.
The automaker complained in February 2019 that the bank’s revisions were “an opportunistic attempt to take advantage of swings in volatility in Tesla’s shares,” but JPMorgan maintained the manufacturer did not contest the underlying calculations.
Musk and Tesla were each fined $20 million by the US Securities and Exchange Commission as a result of Musk’s comments.
