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JPMorgan says Tesla owes the bank $162 million

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Elon Musk And JPMorgan

 

 

JPMorgan has sued Tesla, claiming that the electric car company owes the bank $162 million related to a 2014 stock warrant agreement.

 

The dispute centers around adjustments the companies made to the agreement following Tesla CEO Elon Musk’s 2018 “[f]unding secured” tweet and the resulting fallout.

 

The lawsuit was filed late Monday in the Southern District of New York.

 

Tesla did not immediately respond to a request for comment, and has disbanded its US press team.

 

According to the suit, which was first reported by Reuters, JPMorgan purchased a number of warrants from Tesla in 2014; — back when the company was still trying to fund the construction of the original Gigafactory.

 

Stock warrants give the buyer (JPMorgan, in this case); a right to purchase shares in a company (Tesla) at a set price within a certain window of time.

 

The warrants JPMorgan bought from Tesla in 2014 were set to expire in June and July of 2021.

 

Initially, the companies agreed to a “strike price” of $560.6388. If the warrants expired and Tesla’s stock price was less than that strike price, neither company would owe the other anything. But if Tesla’s stock price was above the strike price at expiration; JPMorgan says Musk’s company was basically supposed to hand over stock equal to the difference in those prices.

 

Being a massive, complicated financial transaction; JPMorgan made sure there were all sorts of legal protections in place.

 

One was a hedge against any big announcements related to mergers or buyouts that could affect Tesla’s stock price.

 

If something like that were to come along; the bank and the automaker were able to agree on a new strike price for the warrants.

ALSO READ: Elon Musk take a jibe at Bernie Sanders, offers to sell more stock

 

Which brings us to the tweet. Musk famously tweeted on August 7th, 2018 that he was “considering taking Tesla private at $420.

 

Funding secured.” Later that day, Tesla’s chief financial officer, its head of communications, and its chief lawyer wrote an email attributed to Musk that was published on Tesla’s blog explaining his announcement.

 

Musk also tweeted that “[i]nvestor support is confirmed. Only reason why this is not certain is that it’s contingent on a shareholder vote.”

 

Tesla’s investor relations head also told some press that there was a “firm offer.”

 

Basically none of that was true, though, as everyone found out after the Securities and Exchange Commission sued Musk and Tesla over the announcement.

 

Musk had a cursory conversation with Saudi Arabia’s Public Investment Fund, but that was it.

 

Before that truth came out, though, JPMorgan saw the resulting volatility in Tesla’s stock price and decided to amend the strike price of its warrants.

 

It lowered the price to $424.66 and notified Tesla.

 

Tesla agreed to a conference call scheduled for August 24th, but backed out at the last minute, according to the lawsuit.

 

That same day, Tesla and Musk announced that they were abandoning the attempt to take Tesla private.

 

So JPMorgan once again decided to adjust the strike price of the warrants.

 

It made new calculations based on the response to the decision by Tesla and Musk to do an about-face, and settled on a strike price of $484.35

 

This time, Tesla “protested that no adjustment should be necessary at all because it had so quickly abandoned its going-private plans;” JPMorgan writes in its lawsuit.

 

The bank gave Tesla its calculations and “held several conference calls” to explain them, and says Tesla “did not provide any specific objection” to those explanations.

 

After that, JPMorgan says Tesla stopped talking to the bank for six months.

 

Tesla’s lawyers eventually sent a letter to JPMorgan in February 2019 claiming that the bank’s adjustments were; “unreasonably swift and represented an opportunistic attempt to take advantage of changes in volatility in Tesla’s stock.”

 

JPMorgan wrote back, “rejecting all of [Tesla’s] allegations,” but then the two sides didn’t talk for two years.

 

JPMorgan made another adjustment down to $96.87; in August 2020 to account for Tesla’s stock split, and says Tesla never responded to that either.

ALSO READ: Elon Musk loses record $50 billion in 2 days as Tesla shares fall

 

By the time the expiration dates came around this year; Tesla’s stock was already on an incredible run and JPMorgan’s warrants were “‘in the money’ by a substantial amount,” according to the suit.

 

When the bank contacted Tesla to cash out, Tesla “renewed its objections to the Adjustments.”

 

Tesla did settle some shares with JPMorgan — the bank did not say how many — but “refused to settle in full;” the bank claims, so it triggered an “early termination” clause.

 

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.)

 

Shortly after the suit was filed on Monday; Musk was still actively tweeting in a thread he started Sunday in response to a Senator Bernie Sanders (I-VT) tweet about taxes.

 

“I like to dig my grave real deep,” Musk wrote.

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Islamic Group Gives Nigerian University 7-Day Ultimatum To Allow Muslim Female Students Use Hijab, Niqab On Campus

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Prof Ishaq Akintola

An Islamic advocacy organisation, Muslim Rights Concern (MURIC), on Monday, rebuked the management of the Federal University of Agriculture in Abeokuta (FUNAAB) the Ogun state capital, for placing a ban on the use of hijab and niqab by Muslim female students on campus.

 

The group described the action as sentimental and against the provisions of the Constitution which accommodate the coexistence of different religions in the country.

MURIC alleged that a Muslim female student of the school was asked to remove her veil by some security personnel before she could be allowed to enter the school.

 

This, according to the Islamic group, was a display of hate and an effort by the institution to profile innocent Muslim female students on campus.

 

It, however, gave the management seven days to change its position or risk a democratic action by the Muslim students on campus.

 

MURIC Director, Professor Ishaq Akintola said in a statement on Monday, “No institution of learning, from primary to tertiary, whether federal, state, or even private, has the right to prohibit the use of hijab or niqab. It is a contravention of the provisions of Section 38(i) & (ii) of the 1999 Constitution of the Federal Republic of Nigeria as amended which says inter alia:

“‘Every person shall be entitled to freedom of thought, conscience and religion, including the freedom to change his religion or belief, and freedom (either alone or in community with others, and in public or in private) to manifest and propagate his religion or belief in worship, teaching, practice and observance.’

 

“Furthermore, Article 18 of the International Covenant on Civil and Political Right, (ICCPR) guarantees the right to freedom of religion unconditionally. In addition, Article 9 of the European Convention for the Protection of Human Rights & Fundamental Freedoms contains a right to have ‘respect for the religious feelings of believers…’ But FUNAAB authorities have no respect for the religious feelings of Muslims. This must stop!

 

“The problem with some non-Muslim heads of educational institutions and public offices in the South-West is that they wrongly assume that they can compel Muslims under them to abide by their own non-Muslim way of dressing. They, therefore, go all out to enact rules and regulations which disallow Muslims from dressing like Muslims. This presupposes that they hate the sight of Muslims.

 

“We affirm that any rules and regulations which contradict the letter and spirit of the constitution are illegal, unlawful, illegitimate and unconstitutional. This is the import of Chapter 1, Part 1, Section 1(1) & (3) of the Constitution which stipulates.

 

“‘This Constitution is supreme and its provisions shall have binding force on all authorities and persons throughout the Federal Republic of Nigeria.’ In particular, Section 1(3) says, ‘If any other law is inconsistent with the provisions of this Constitution, this Constitution shall prevail, and that other law shall to the extent of the inconsistency be void.’

 

“To that extent, therefore, all anti-niqab pronouncements, memos, circulars, posters, etc., issued by FUNAAB are null, void and of no legal effect whatsoever. The same goes for all such declarations and actions in other academic institutions throughout Yorubaland.  

 

“We are not unaware of the security implications of the use of niqab and hijab, particularly in these days of general insecurity and we are going to be pragmatic in our approach to this danger. There is the assumption that the dresses may aid shoplifting in campus bookshops or libraries. Weapons may also be hidden under such clothing. But the same fears should also be entertained about some of our African dresses, e.g. agbada or babanriga. Or will any institution contemplate the banning of these African dresses on their campuses?

 

“Therefore, if the authorities are not just keen on profiling Muslims, all they need to do is to ensure that Muslim women wearing niqab or hijab are checked by female security personnel. Their identities can also be verified by female officials who will take them to one side and take a look at their faces and cross-check their identity cards.

 

“The security threat is not enough to deprive this insignificant number of students of their Allah-given fundamental human rights. Even the United Nations described Article 18 of the ICCPR as a provision that ‘cannot be derogated from, even in time of public emergency’.

 

“Hijab does not pose this kind of threat anyway. But how many female Muslim students use the niqab on campuses? They are very few, perhaps, 2, 3 or a maximum of 5 on campus. Those using niqab are very few because, unlike hijab, the niqab is not mandatory. It is a matter of choice but, at the same time, it is a symptom of a deeper spiritual journey into the labyrinth of taqwah (piety).

 

“Therefore, any Muslim woman who chooses to use niqab has simply elected not to ‘dress to kill’ or to show her curves just to make men salivate and run after her. Even for this reason alone, she deserves love and respect, not hate and humiliation.

 

“This is why we find the billboard on decent dressing erected by FUNAAB most illogical, highly irritating and extremely ridiculous. The university placed the picture of a Muslim woman in niqab among those of female students in hot pants, body hugs, male sagging trousers, crazy jeans, etc. We strongly condemn this act of provocation and we demand that the Muslim woman’s picture be removed from the billboard without delay.

 

“FUNAAB must also withdraw the ban placed on niqab within seven days or Muslim students in the institution will embark on peaceful demonstration as from Monday, 6 December 2021. FUNAAB is advised not to test our will or that of the Muslim students.”

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COVID-19: Omicron variant not yet in Nigeria but… — NCDC

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Coronavirus used to tell the story

The Nigeria Centre for Disease Control (NCDC) has said that the newly discovered SARS-CoV-2 variant of concern of the coronavirus infection- B.1.1.529 lineage, which has been named Omicron, has so far not been detected in the country.

The disease centre, however, warned Nigerians against losing guards, advising people to avoid visiting countries where cases have been reported including South Africa, Botswana, Italy, Germany, Belgium and the United Kingdom.

In a statement issued on Sunday night and signed by the director-general, Ifedayo Adetifa, the disease centre said it is monitoring emerging evidence alongside the federal ministry of health on the new variant and its implication “to inform Nigeria’s response to the COVID-19 pandemic.”

The statement reads in part; “Considering the highly likely increased transmissibility of the Omicron variant and its emergence that is linked to unmitigated community transmission of the virus, the NCDC urges Nigerians to ensure strict adherence to the proven public health and social measures in place, which are enforceable by the Presidential Steering Committee on COVID-19 (PSC-COVID-19), through the COVID-19 Health Protection Regulations 2021.”

Dangerous variant

While the disease centre noted that no death has, however, been reportedly linked to the new variant, it confirmed its high mutations and transmissibilities, noting that a total of 126 genomes of the variant has been identified so far.

“Given the high number of mutations present in this Omicron variant and the exponential rise in COVID-19 cases observed in South Africa, this virus is considered highly transmissible and may also present an increased risk of reinfection compared to other variants of concern (VOCs).

“However, the fears about its ability to evade protective immune responses and/or its being vaccine-resistant are only theoretical so far. This virus can still be detected with existing Polymerase Chain Reaction (PCR) tests.

“The WHO and researchers across the world are working at speed to gain an understanding of the likely impact of this variant on the severity of COVID-19 and on the potency of existing vaccines and therapeutics.”

Vaccination

The disease centre urges Nigerians to, apart from observing all non-pharmaceutical protocols against the pandemic, get vaccinated as prompt as possible.

NCDC said; “Adhere to public health and social measures that have been proven to help prevent SARS-COV-2 infection regardless of the circulating variant. These include, wearing face masks, especially in crowded settings, washing hands regularly, physical distancing from others where possible during good ventilation, avoid travel to countries where there is a surge in COVID-19 cases or reported cases of the Omicron variant, and avoid all non-essential travel both local and international.

“If you must travel, please adhere to travel protocols instituted by the PSC-COVID-19 which are in place to prevent the risk of importation of the virus or its variants to Nigeria.”

Mr Adetifa further appealed to business owners, religious leaders and people in authority “to take responsibility by ensuring people in their premises wear masks and adhere to physical distancing.”

“We must do all we can to protect ourselves and our country,” the centre said.

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Amanda Knox's husband lashes out at Meredith Kercher's 'cruel' murderer Rudy Guede

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50909385 10234537 Pictured Rudy Guede seen recently while on day release in Italy a 2 1637755006672

Amanda Knox’s husband has lashed out at Meredith Kercher’s ‘cruel’ murderer after he denied stabbing the British student to death and made the pointed suggestion that Knox ‘knows the truth and I know the truth.’

Rudy Guede, 34, said he ‘just wanted to be forgotten’ when he was granted early release last Tuesday after serving 14 years in prison for the murder and sexual assault of 21-year-old Kercher in Perugia, Italy.   

But the Ivorian has spoken out just days later to deny he killed Kercher, claiming the ‘(legal) documents say others were there and that I did not inflict the fatal wounds.’ 

Knox, Kercher’s American housemate, spent four years in prison for the crime but was acquitted in 2015, along with her former boyfriend Raffaele Sollecito.

Knox’s husband Christopher Robinson hit back at Guede, slamming the ‘lies of Rudy Guede who without a doubt killed Meredith Kercher.’ 

‘This is cruel to Amanda as well as the Kercher family,’ he added.

It comes after Guede told The Sun: ‘The court convicted me of being an accessory to murder purely because my DNA was there but the (legal) documents say others were there and that I did not inflict the fatal wounds.’

Asked if he was speaking about Knox and Sollecito, he told the paper: ‘I don’t want to say anything other than she should read the documents.

‘As I told you, they say others were there and that I did not inflict the stab wounds. 

‘I know the truth and she knows the truth.’

Rudy Guede was freed from prison in Italy on Tuesday, after spending 13 years behind bars. He is seen before his freedom was fully restored, while on day release in Italy. Guede was first offered day release from Viterbo jail in 2017

Knox's husband (left) lashed out at Guede's claims, slamming the 'lies of Rudy Guede who without a doubt killed Meredith Kercher.' 'This is cruel to Amanda as well as the Kercher family. All for a few clicks. Shame,' he added.

Knox’s husband (left) lashed out at Guede’s claims, slamming the ‘lies of Rudy Guede who without a doubt killed Meredith Kercher.’ ‘This is cruel to Amanda as well as the Kercher family. All for a few clicks. Shame,’ he added. 

Meredith Kercher, from Coulsdon, near London, who was murdered in Perugia while taking part in a study abroad scheme as a student in 2007

Kercher

Meredith Kercher, from Coulsdon, near London, who was murdered in Perugia while taking part in a study abroad scheme as a student in 2007

Knox and Sollecito both spent four years in prison after their convictions. Knox was also convicted of defamation for wrongly accusing Patrick Lumumba, a bar owner, of the murder. Pictured: Knox and Sollecito in 2007

Knox and Sollecito both spent four years in prison after their convictions. Knox was also convicted of defamation for wrongly accusing Patrick Lumumba, a bar owner, of the murder. Pictured: Knox and Sollecito in 2007

Raffaele Sollecito, seen in July, is now an IT expert, based in Milan

Raffaele Sollecito, seen in July, is now an IT expert, based in Milan

Guede, was described as a ‘drifter’, without a steady job or income. Prosecutors argued that he broke into Kercher and Knox’s house to steal their rent money, knowing it would be there in cash as it was the end of the month.

His DNA was found at the scene, but he told The Sun that that is because he tried to help Kercher. 

‘I’ve got blood on my hands because I tried to save her not kill her,’ he said.

‘The court accepted that I tried to save her by putting towels on her wounds.’  

Guede expressed his condolences to the British family. 

‘I want to say is to the Kercher family and how sorry I am for their loss,’ he said.

‘I have written a letter to them in which I explain to them how sorry I am but it’s too late to say sorry for not doing enough to save Meredith.’

Knox has not commented on Guede’s remarks, although she did retweet her husbands tweet branding the killer’s claims to The Sun ‘cruel.’ 

Kercher’s brother, Lyle, said of Guede’s release: ‘We knew this day would arrive but the suddenness — and lack of advance warning — has caught us off guard.’ 

Guede was found guilty of the murder in 2008 after his DNA was discovered on Kercher’s body – despite his claims that he was in the bathroom listening to music when she was killed.

Kercher, from Coulsdon, Surrey, was killed just two months after moving to Italy for a study abroad program at Perugia’s prestigious university.

Her body was found in her bedroom, partially undressed, with multiple stab wounds. 

Guede’s fingerprints were found at the scene along with a palm print in blood belonging to him.

He admitted to having been at the apartment but has always denied killing or sexually assaulting Kercher. 

He said he had gone into a ‘state of shock’ after finding her dead after he returned from the bathroom.

Following the murder, Guede fled by train to Germany where he was arrested days later.

He was charged with her murder and sexual assault and handed down a 30-year sentence, which was later cut to 16 years by an appeals court.

Knox and Sollecito both spent four years in prison after their convictions. 

Knox was also convicted of defamation for wrongly accusing Patrick Lumumba, a bar owner, of the murder.

Lumumba spent two weeks in jail, only being released when someone came forward with an alibi.

Knox and Sollecito were acquitted in 2011 only to be convicted again in 2014 by a Florentine appeals court.

The appeals court ruled that the injuries inflicted on Kercher’s body could not have been inflicted by Guede alone.

However in 2015, Italy’s highest court overturned the decision in a final ruling, saying Knox and Sollecito’s convictions were the result of ‘stunning flaws’ in the investigation.  

Knox being escorted into court on September 26, 2008

Knox being escorted into court on September 26, 2008

Amanda Knox in a recent photo from her Twitter account

Knox has always insisted that she was innocent of Kercher's murder

Amanda Knox in recent posts from her social media account. Knox hosts a podcast with her novelist husband Christopher Robinson called Labyrinths in which they ‘delve into stories of getting lost and found again through compassionate interviews, philosophical rants, and playful debate with fascinating people’

Amanda Knox is seen in an Instagram photo. She now lives on an island off the coast of Seattle and makes podcasts

Amanda Knox is seen in an Instagram photo. She now lives on an island off the coast of Seattle and makes podcasts

Guede has previously been described as a model prisoner who put the past behind him and spent his days studying for his master’s degree.  

‘Unfortunately there are many media outlets and newspapers that want to interview Rudy,’ said Claudio Mariani, a professor of criminology who helped with Guede’s rehabilitation.

‘I say “unfortunately” because Rudy is not a star and after 14 years he just wants to be forgotten.

‘There is nothing more to add to this story apart from the fact that the life of a young British woman was cut short and from her family we learned dignity and the value of silence.’ 

Guede has been living outside jail on probation in the town of Viterbo since last year after his sentence was reduced for good behavior. 

‘It’s the conclusive moment of a very sad affair,’ Fabrizio Ballarini, his lawyer, told the Italian press. 

Rudy Guede was due to be formally released on January 4 but his lawyer on Tuesday confirmed his early release had been granted for good behavior (pictured: Guede after a court hearing in Perugia September 16, 2008)

Rudy Guede was due to be formally released on January 4 but his lawyer on Tuesday confirmed his early release had been granted for good behavior (pictured: Guede after a court hearing in Perugia September 16, 2008)

Guede is seen before he was freed, during his day release in Italy

Guede is seen before he was freed, during his day release in Italy

Meredith Kercher's killer Rudy Guede (pictured waving from the window of a volunteer centre in 2016, file photo) has ben formally released from prison, 14 years after the grisly murder

 Meredith Kercher’s killer Rudy Guede (pictured waving from the window of a volunteer centre in 2016, file photo) has ben formally released from prison, 14 years after the grisly murder

Guede, 34, (pictured playing chess, file photo) was found guilty after his DNA was discovered on Kercher's body despite his claims that he was in the bathroom when she was killed

Guede, 34, (pictured playing chess, file photo) was found guilty after his DNA was discovered on Kercher’s body despite his claims that he was in the bathroom when she was killed

‘First thoughts must to go the victim and her family. Rudy has undergone an excellent course of reeducation.’ 

Guede is studying for a master’s in historical sciences at Roma Tre university and Ballarini previously told judges of his ‘high level of social integration’ and ‘irreproachable conduct.’

He was first offered day release from Viterbo prison in 2017 and he started working as a researcher and librarian at the Centre for Crime, Judicial and Sociological studies.

He lost an appeal to have his case overturned but has won the support of local activists who have helped him to reintegrate.

Guede even set up a chess tournament for the residents of Viterbo. 

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