This morning (Monday, November 30th), both $GM and $NKLA announced a Memorandum of Understanding, through which Nikola has agreed to:
integrate GM's Hydrotec fuel-cell technology into Nikola's Class 7 and Class 8 zero-emission semi-trucks for the medium- and long-haul trucking sectors.
This supersedes and replaces the transaction announced on September 8, 2020.
The initial agreement, dated September 8th, was far more involved, and was actually defined as a "Subscription Agreement", through which General Motors intended to actually invest $2 billion into Nikola common stock:
a Subscription Agreement (the “Subscription Agreement”),
pursuant to which the Company agreed to issue and sell 47,698,545 shares of its common stock (the “Shares”) to GM Holdings
valued at $2.0 billion (the “Investment”)
What It Means
This announcement appears to indicate $GM is less excited about the partnership opportunity going forward. General Motors has apparently rescinded their intention to invest capital into $NKLA.
Also noteworthy is that General Motors appears to be receiving the majority of the benefit.
If Nikola is successful developing a commercializable vehicle, then $GM will benefit, as $NKLA has agreed to incorporate General Motors' technology into the vehicle.
Note the following language, which was also included:
If Nikola is unsuccessful developing a vehicle, $GM stands to lose nothing, and they've kept all their options open.
Is the Timing Meaningful?
Note that under the terms of , the parties had until December 3rd, 2020 to reach a finalized agreement:
The Company currently anticipates that the Closing will occur prior to
September 30, 2020. The Subscription Agreement may be terminated by either the Company or GM Holdings if the Closing has not occurred
by December 3, 2020.
The announcement of this agreement four days earlier than the agreement's expiration is interesting. After Nikola went public, "insider" shareholders were "locked up" and prevented from selling $NKLA stock until December 1st, 2020 (tomorrow).
Here is a link to the disclosure from Nikola's September 30, 2020 10-Q:
As a result, approximately 161 million shares of our common stock will become eligible for sale beginning on December 1, 2020 upon the expiration of the lock-up agreements described above.
While the timing may be coincidental, announcing the MOU today does absolve any insiders from potential liability of having Material Non-Public Information ("MNPI") around the outcome of any agreement.
As a result, any insiders that sell this week now have the added "protection" of stating that all the news was out.