An announcement that you are going private is a corporate action and triggers an adjustment of the warrant.
> the announcement
by the Issuer of any intention to enter into a Merger Event or Tender Offer
As to the validity of a tweet being a public statement: prior art is Tesla themself
> In a Form 8-K filed on November 5, 2013, Tesla had
identified Mr. Musk’s personal Twitter account as a source of material public information about
the company and encouraged investors to review that account.
The adjustments happened both ways, for the announcement of going private and them abandoning going private.
Unless someone actually witnesses a murder you want it thrown out? Someone could walk into a room with a knife, screaming is heard, "no, no please don't stab me with that knife", the person walk out of the room covered in blood and a dead body is then found and you want it to be thrown out with prejudice? That's all circumstantial evidence.
I think hearing something would be direct evidence, as opposed to indirect. Plus, aren't we supposed to err on the side of "innocent until proven guilty?" And I think for such a crime as you were describing there needs to be motive and action, not just one without the other. However, I must agree with you that indirect proof can certainly still be proof. Especially with regard to inductive reasoning and ascertaining truths without direct knowledge (or before/leading up to direct knowledge).
People scream for lots of reasons. I could argue that being murdered is the least likely reason for someone to be screaming. Some legal systems err or the side of "innocent until proven guilty" but you're leaving the last part off, "beyond a reasonable doubt". There's no need to establish a motive for a crime. I believe it may strengthen the case against you but it's not like you can get off for committing a crime just because they couldn't establish a good reason for you to have done it. "So, Mr. Chayote, why did drop that anvil on my client's head, Mr. Roadrunner?", "No reason, that's just what I do", "Case dismissed due to lack of motive!"
JPMorgan says Tesla still owed 228,775 shares when it terminated the deal, and that
those shares are worth $162,216,628.81 based on Tesla’s stock price at the time.
(Potentially worse for JPMorgan, it had hedged its warrant agreement with Tesla by
maintaining a short position against Tesla’s stock. When Tesla didn’t settle the
remaining shares, the bank had to buy the same amount on the open market to cover that
hedged bet.)
I agree, JPMorgan is the calculation agent in this case and any ISDA is clear cut around their ability to unilaterally make pricing decisions. I suspect the issue in this case is more a dispute around whether or not the strike adjustments they made with respect to the “funding secured” fiasco are valid (or fair). I cant see a reason why an adjustment and not a total reversal to that adjustment are valid - simply put the mechanical economics of the shares did not change, yet JPMorgan felt entitled to change them. In anycase it is likely Tesla will lose this as ISDA related disputes are usually in the favour of the issuer (calc agent) with significant precedence.
> I cant see a reason why an adjustment and not a total reversal to that adjustment are valid - simply put the mechanical economics of the shares did not change
> Agreements call for an adjustment either “on or after the relevant date of such Announcement Event.”
If your employer fires you then a day later rehires you, are you in the exact same position as before? Does it change your perception of your employer?
If something makes you sad and it is followed by an equal amount of happiness are you in the same emotional state as before?
"funding secured" and "there is no money" were two seperate and distinct corporate events. They may have been a net wash on the share structure, but they did not elicit equal market reactions, and the market reaction is what the contract is contractually obligated to be adjusted for.
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[ 2.4 ms ] story [ 41.6 ms ] threadFirst 5 paragraphs are worth a read
This notion seems dismissible by pointing out that correlation is not causation, but I am oversimplifying and that would be for a judge to determine.
Come to think of it, there are probably numerous episodes where such things happened but maybe not in tweets, but newspapers of yore and the like.
> the announcement by the Issuer of any intention to enter into a Merger Event or Tender Offer
As to the validity of a tweet being a public statement: prior art is Tesla themself
> In a Form 8-K filed on November 5, 2013, Tesla had identified Mr. Musk’s personal Twitter account as a source of material public information about the company and encouraged investors to review that account.
The adjustments happened both ways, for the announcement of going private and them abandoning going private.
The contract contains remedies for corporate actions, which result in an adjustment by a calculating party defined in the contract.
Corporate action happened and the agent adjusted the warrants.
> Agreements call for an adjustment either “on or after the relevant date of such Announcement Event.”
If your employer fires you then a day later rehires you, are you in the exact same position as before? Does it change your perception of your employer?
If something makes you sad and it is followed by an equal amount of happiness are you in the same emotional state as before?
"funding secured" and "there is no money" were two seperate and distinct corporate events. They may have been a net wash on the share structure, but they did not elicit equal market reactions, and the market reaction is what the contract is contractually obligated to be adjusted for.