A 60-character tweet is at the center of the feud between Elon Musk and JPMorgan Chase that has burst into public view.
“Am considering taking Tesla private at $420. Funding secured,” Musk wrote in a now-famous post on Aug. 7, 2018.
That tweet piqued the ears of the Securities Exchange Commission, and led to a $20 million fine for both Tesla and Musk. But now, JPMorgan is saying it also spawned a disagreement between the bank and electric car company that has cost JPMorgan $162 million. The bank filed a lawsuit last week in a federal court in New York against Tesla to get that money back.
The litigation is a public clash in what has reportedly been a longstanding closed-door feud between JPMorgan’s CEO, Jamie Dimon, and Tesla’s chief executive Elon Musk, according to theWall Street Journal.
At least some of that dispute is playing out in public courts. Here is what we know:
A strike price and a tweet
The feud goes back at least to early 2014, according to the court documents. That’s when Tesla sold stock options and $338.4 million in “warrants” to four investment banks that were set to expire in 2019 and 2021, according to a regulatory filing. The warrants required Tesla to pay cash or issue stocks to the banks if its share price exceeded an agreed price, called the “strike price,” when they expired.
J.P. Morgan Securities, the company’s investment banking arm, was one of the four firms that bought warrants in 2014, according to the filing. But there were footnotes to that agreement. Should there be some kind of major company announcement that altered the stock price (within certain parameters), JPMorgan would move the agreed strike price accordingly, according to the lawsuit, which could mean Tesla has to dish out more in stocks or cash—or less, depending on which way the strike price moves.
That’s where Twitter comes in.
Musk’s tweet in 2018 about taking Tesla private at $420 per share—and later a blog post and statement from some board members—was just that kind of announcement, JPMorgan argues. In the week following Musk’s tweet, Tesla’s stock price fell nearly 11% to $67.74. In response, JPMorgan says it was allowed—and did—lower the strike price of the warrants.
But Tesla doesn’t go public
When Tesla said it was deserting its plans to go public at the end of Aug. 2018, JPMorgan says it raised its strike price again—though it was still below the original value. Tesla allegedly protested the adjustments on conference calls because Tesla “had so quickly abandoned its going-private plans,” JPMorgan wrote in court filings, and months later sent a letter to the bank alleging that JPMorgan was attempting to take advantage of the stock volatility.
With a new strike price lower than the original one, Tesla would allegedly be on the hook to JPMorgan for more shares.
Going to court
After all the back and forth, JPMorgan is now bringing the matter to court, asserting that Tesla failed to deliver 228,775 shares of its stock that it owed JPMorgan, according to the lawsuit.
As for the other investment banks that purchased warrants, it’s unclear whether Tesla delivered all the shares they expected. Morgan Stanley and Deutsche Bank declined to comment, and Goldman Sachs didn’t return Fortune’s requests for comment.
War of words
Tesla hasn’t yet responded to JPMorgan’s claims in court, but Musk did respond in the press.
“If JPM doesn’t withdraw their lawsuit, I will give them a one star review on Yelp. This is my final warning!” he told the Journal.
The attorney representing Tesla in the case, Alex Spiro of Quinn Emanuel Urquhart & Sullivan, did not return Fortune’s request for comment.
One thing is clear: It may take more than a judge to solve the problems between Dimon and Musk.
This story has been updated after Deutsche Bank responded to a request for comment.
