1/ Quick thoughts on the D&O mess, so as not to get lost in their narrative, filled with COVID shelter-in-place blather and talk of binding market quotes and increased coverage limits. The fact of the matter is they can’t get D&O insurance from traditional sources, period EOS.
2/ We now know that exactly a year ago they embarked on a normal annual renewal process.This process failed, as the carrier (and competitors) likely had seen enough to know it is a losing trade. Whether it was SC, DOJ, SEC, EM behavior, or reps TSLA couldn't make, they wanted out
3/ In $TSLA's ultimate disclosure of this very material event, which disclosure occurred on basically the last possible day (4/28/20), and well after the $2bl equity offering, they stated they declined traditional coverage due to “disproportionally high premiums” quoted.
4/ So EM offered to insure them all, at presumably $0, as we never saw an amount disclosed. The new payment to him is about ~$1 mm per quarter, and I suspect that is 50% of some "market rate". So the "market" is (only) $8mm per year, and $TSLA turned it down? I don't buy it.
5/ FWIW, that renewal was well before COVID. Regarding the payment, this to me is normal and not newsworthy. I felt he should have been paid for the coverage he provided in the 9/19-now period. Not sure why they didn’t. Helped the p&l by about $6 million (or more) however.
6/ So how will this play out? I think the process will fail. And EM will charge them 50% of some rate. And we move on. They aren't insurable ($200+ billion, S&P 500 imminent, right?). Side note, curious why they felt compelled to disclose this so quickly vs. last year’s delay 🤔
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