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Notice of termination of Twitter merger agreement

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Re: Notice of termination of Twitter merger agreement

#351

Post by ImPostingOnHN »

shakow wrote: post #81
labster wrote: post #70

Earlier quoted context omitted.

Gosh, I hope he was serious at the point he signed a contract with a $1B penalty, or else he’s the world’s worst businessman.

> or else he’s the world’s worst businessman. According to this hypothesis, he would still walk out with 7.5B in hard cash instead of 8.5B in Tesla share. I'm not in his boots, but I see how it can be seen as worth it.

assuming he can come up with a convincing case that twitter made material lies, otherwise he walks out owning twitter for the cost specified in the contract

Re: Notice of termination of Twitter merger agreement

#352

Post by meragrin_ »

georgeecollins wrote: post #310
chernevik wrote: post #264

The filed letter ( https://www.sec.gov/Archives/edgar/data/1418091/000110465922... ) isn't the knockdown argument I would be expecting. Musk is saying, you haven't demonstrated your numbers are accurate. But having signed the merger agreement and waived due diligence, I think he needs to demonstrate that they are _not_ accurate. Complaining Twitter rate-limited his API access (which would be very foolish on their par…

Right- he waived diligence. Twitter has no obligation to prove anything to him. Twitter is obligated to give him documents if they are reasonable to request and helpful for him in financial planning. If the documents Twitter has on hand are flawed or not comprehensive, that doesn't give a pretext to leave the deal. I am sure his lawyers know this and it will all be negotiated.

If Twitter fails to provide reasonable access to data necessary to secure debt to finance the purchase, it does indeed give a pretext to leave the deal. It is part of the merger agreement. You can't tell me that a lender would not want some independent assessment of Twitter's claims before lending.

Re: Notice of termination of Twitter merger agreement

#353

Post by towaway15463 »

TillE wrote: post #57
timsneath wrote: post #17

It seems apparent to this observer that he developed cold feet pretty fast after an impetuous decision, and has been looking for any reason to back out of it since then. The spam accounts angle seems like a convenient scapegoat, rather than a real surprise to him. He's clearly eccentric in his approach to decision making: I don't think any Harvard Business School course will teach "the Musk Principles". But it's uncl…

I suspect the initial decision was something like "hey I could actually just buy Twitter, that would be funny". It's less clear to me why he almost immediately started trying to back out. It's probably a waste of a significant chunk of money, but is that all?

Did everyone forget about the massive hit the stock market took right after the deal was announced? Maybe that has something to do with it.

Re: Notice of termination of Twitter merger agreement

#354

Post by spfzero »

the_biot wrote: post #308
openthc wrote: post #212

Earlier quoted context omitted.

More than one financial analysit/money manager has floated this idea in our circle. It seems reasonalble; an pointing to the last time he sold a bunch (11B?) and told everyone it was to pay his taxes. They seem to think it was to just convert some high-risk (TSLA) to low risk (Cash, etc).

That sounds reasonably logical, but by what measure of logic is overpaying for Twitter, of all assets, a good deal? There are surely better companies to do this sort of thing with, and end up with an actually valuable asset at the end of it.

I agree with you. If the object was to convert overvalued stock, you would not just convert it to another overvalued stock, right?

Re: Notice of termination of Twitter merger agreement

#356

Post by chernevik »

meragrin_ wrote: post #322
chernevik wrote: post #264

The filed letter ( https://www.sec.gov/Archives/edgar/data/1418091/000110465922... ) isn't the knockdown argument I would be expecting. Musk is saying, you haven't demonstrated your numbers are accurate. But having signed the merger agreement and waived due diligence, I think he needs to demonstrate that they are _not_ accurate. Complaining Twitter rate-limited his API access (which would be very foolish on their par…

> Musk is saying, you haven't demonstrated your numbers are accurate. It has nothing to do with accuracy. Twitter is supposedly not providing the data: 'While Section 6.4 of the Merger Agreement requires Twitter to provide Mr. Musk and his advisors all data and information that Mr. Musk requests “for any reasonable business purpose related to the consummation of the transaction,” Twitter has not complied with its con…

I will be very surprised that Twitter's position was less than "you can have anything you want", precisely to avoid any complaint of non-cooperation.

I do agree that the agreement's debt financing provisions may provide Musk an out -- "I wanted to close, but I couldn't get debt b/c you wouldn't cooperate".

I'm a little surprised that Twitter agreed to any sort of financing provision, precisely because it seems to allow Musk to screw up his debt raising and then point to that as an out.

But that is not a complaint in the letter, and becomes an argument about what lenders require for debt financing. Musk will have to show that lenders cared about this, and Twitter will have discovery to find evidence they didn't.

Re: Notice of termination of Twitter merger agreement

#357

Post by donarb »

somenewaccount1 wrote: post #96
bryananderson wrote: post #13

Earlier quoted context omitted.

As Matt Levine explained [0] the “waiving due diligence” doesn’t really mean anything now. What does mean something is that he signed a binding agreement to buy Twitter, giving Twitter the right to compel him to close the deal, and there’s no “too many bots” exception, nor a “you were wrong (or even lied) about something you said” exception. He has to prove that it’s a “material adverse effect” which I understand is…

idk. the fact that the price had already sunk nearly 40% from his price over this period could clearly indicate that his assumption isn't without merit.

But for Musk's machinations, said stock price would not be down 40%. He caused the stock to drop.

Re: Notice of termination of Twitter merger agreement

#358

Post by agrajag »

elliekelly wrote: post #318
shuckles wrote: post #298

Earlier quoted context omitted.

Twitter has already said they'll sue for specific performance: https://twitter.com/btaylor/status/1545526087089696768

My heart sank when I read your comment: why on earth would the board sue for specific performance!? But my reading of the statement in the tweet is that they plan to sue for enforcement of the agreement which I believe means paying the agreed-upon penalty for backing out of the deal. I don’t at all read that statement as a plan to seek specific performance.

> closing the transaction on the price and terms agreed upon

They're definitely suing for specific performance, and I'm not sure they really have any other option at this point. It would be by far in their best financial interest if they can force closing the sale, and Musk's objections seem really thin. Doing anything less than that is complete capitulation

I can see them reaching a settlement to agree to cancel the deal with Musk if he agrees to pay a significant penalty ($5B+), or maybe agree to reduce the purchase price some, but why not sue for specific performance if you think you'll win?

Re: Notice of termination of Twitter merger agreement

#359

Post by la64710 »

timsneath wrote: post #17

It seems apparent to this observer that he developed cold feet pretty fast after an impetuous decision, and has been looking for any reason to back out of it since then. The spam accounts angle seems like a convenient scapegoat, rather than a real surprise to him. He's clearly eccentric in his approach to decision making: I don't think any Harvard Business School course will teach "the Musk Principles". But it's uncl…

Musk is a brown bag of shit.

He sent his selfie in a tweet response to Parag’s tweet explanation.

https://www.forbes.com/sites/abrambrown/2022/05/16/twitter-b...

Re: Notice of termination of Twitter merger agreement

#360

Post by petilon »

drexlspivey wrote: post #227
petilon wrote: post #53

This is good for Twitter, and good for the world. Musk's misguided approach to free speech, which says anything that is not explicitly illegal is allowed, would have made Twitter an open forum for spreading lies and hate. My guess is Musk never intended to buy Twitter. He needed an excuse for dumping billions of dollars' worth of TSLA at its peak (while at the same time faulting Bill Gates for shorting TSLA), and his…

Why does he need a cover to sell his stock? He sold $10B+ last year without the twitter excuse. Also TSLA stock in March was at least 40% below it's peak

> Why does he need a cover to sell his stock?

Wouldn't he look to be a hypocrite otherwise? [1]

[1] https://nypost.com/2022/05/31/elon-musk-calls-out-bill-gates...

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