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Notice of termination of Twitter merger agreement

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Re: Notice of termination of Twitter merger agreement

#562
post #549

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…

> he developed cold feet pretty fast after an impetuous decision I don't think it was impetuous. I think he did this all on purpose and planned on using his usual tactics of improvisational manipulation and grandstanding to get what he wanted, whether it was Twitter at a cheap price, manipulating the Twitter stock price to make a quick buck off of his stock purchase, liquidate some of his Tesla stock, seed further di…

I think that requires a level of competence that Musk has failed to display in the past. Shotwell told an interesting story once, in response to a question like "what's it like to work for Elon?" She related an occasion when she got frantic calls from a meeting Musk was in. In the meeting he had decided to cancel Falcon Heavy to meet a schedule for something else. Shotwell went in and reminded everyone (Elon) they had customers who had already paid for Falcon Heavy and cancelling it wasn't an option and to find another solution. Elon responded like "oh yeah, ok well...."

Then there was BTC to purchase Tesla cars, then there was Doge. The point being I think these types of things indicate Musk, like a lot of smart people can be really, really dumb sometimes. Also a bit Hanlons Razor.

Re: Notice of termination of Twitter merger agreement

#563

Earlier quoted context omitted.

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 all…

Twitter is demanding "specific performance" (i.e. complete the transaction) which is unrealistic given those financing provisions. No court can force all the other parties to close. No financing, no transaction.

He has the financing. He secured ~1/3rd of the funds based on committed LBO debt, ~1/3rd in margin loans against TSLA, and ~1/3rd in personal equity. Since then, he's been working to minimize the his personal exposure, but he can't just pretend not to own the TSLA stock he's borrowing against and selling to close the deal.

Re: Notice of termination of Twitter merger agreement

#565
A thing I'm confused about here is how Twitter's stock price is still US$35.04 in after-hours trading, amounting to a market cap of US$28.13B. This valuation implies a time-discounted long-term expectation that Twitter will earn about US$1.4 billion per year, if we divide by a nominal P/E ratio of 20 years. Alternatively it represents about a 70% probability that Musk will acquire the company for the agreed-upon US$54.20 per share, or that some other similar acquisition will happen.

Twitter is a somewhat stagnant social networking service; it hasn't been experiencing the meteoric growth of things like Instagram or TikTok. Its yearly revenues are US$5.1B, but instead of earning US$1.4B per year, it's losing US$220M per year, so it's spending US$5.3B per year (on 229 million "mDAUs" ("monetizable daily active users"), so that's US$23 per user per year). I think most of its 7500 employees are high-paid tech employees, who cost maybe US$300k per year each—including benefits, remember, having an employee typically costs about twice their salary. That works out to US$2.25B per year of employee-having costs, leaving about US$3.0B for everything else.

Large profit margins are common at social networking services; Meta makes US$39.37 billion of net income on US$117.929 billion of revenue, a 33% profit margin.

So, what's Twitter's path to earning US$1.4 billion per year? Either it could increase its revenues by at least US$1.6 billion, for example by growing its user base by 40%, without increasing its expenses much; or it could decrease its expenses by at least US$1.6 billion, for example by laying off most of its employees, without reducing its revenues much.

A dramatic expansion of Twitter's business in the next few years doesn't seem likely to me; is that what investors are betting on? Looking at https://en.wikipedia.org/w/index.php?title=Twitter&oldid=793... they had 319 million active users in 02016, so the crudest approximation suggests that their yearly growth rate is -6.5% per year. At that rate, growing their user base by the requisite 40% will take them another negative five years. (More charitably, maybe they are in fact growing, but mDAUs are a small enough subset of what they were reporting as "active users" in 02016 that it more than makes up the difference—but their yearly growth rate still isn't likely much more than +6.5%.) Alternatively they could get better at squeezing money out of their existing users. Or maybe they could buy another Vine and this time not shut it down so that a Chinese clone becomes the hottest new social networking app. But that would require them to have money to fund the acquisition, and where is that going to come from? Or are the founders of the hot new startup going to accept Twitter stock?

More plausible is a skeleton-crew Twitter with a 20% smaller userbase and US$4.2 billion of yearly revenue spending only US$2.8 billion—depending on what its actual expenses are. But getting from here to there would be very traumatic and poses a substantial risk of total collapse, either because Twitter loses the institutional knowledge of how to keep the site running when it lays off most of its staff, or because their cuts send them into a death spiral where revenues decline even more than expenses.

It's against this background that, somehow, Musk's trolling with this merger termination has only dropped Twitter's market cap by 4.8% today.

So, how are Twitter's remaining investors justifying their US$28 billion bet on Twitter? In this situation I can easily imagine Twitter being worth US$6B or maybe US$10B, but US$28B, the hell?

Are they figuring that there's a 35% chance that a Delaware court will order specific performance of the Twitter acquisition (and that someone will lend Musk the money to go through with it, despite his best efforts to convince everyone that Twitter is a massive fraud?) and a 50% chance that, failing that, Twitter will successfully make the transition to a skeleton-crew shadow of its former self that nevertheless knocks out Facebook-like earnings every year?

Do they think Twitter's management team will miraculously figure out how to leverage their evident ability to get a moronic clown elected President of the USA into actual profits?

Do they think another acquirer willing to pay a premium over today's price will materialize, perhaps motivated by the prospect of political influence rather than selling colored water to the Twits, if that's what Twitter users are called?

Here's the most plausible hypothesis I've seen. TSLA's market cap is US$779.67B (https://www.google.com/finance/quote/TSLA:NASDAQ?window=5Y), so the US$44B purchase price would be about 5.6% of TSLA's outstanding stock, about 58 million shares. The trading volume is 31 million shares per day, so Musk could presumably liquidate 58 million shares over the course of a few weeks without totally tanking the stock, and so could any potential lender who gave him a cash loan secured by that stock. Musk's net worth was reported as over US$300 billion in November (https://en.wikipedia.org/wiki/Elon_Musk#Wealth), three-quarters of which is Tesla stock and stock-price-related instruments such as purchase warrants. Tesla has fallen 38% since then, so he must still have at least US$180 billion worth of TSLA.

So, the Twitter investors are betting that there's an excellent chance that the court will in fact order specific performance and the deal will go through despite Musk's most eloquent protests of fraud on the part of Twitter's current management team.

Re: Notice of termination of Twitter merger agreement

#566

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.

Twitter has a binding agreement to get its shareholders cash at a price that’s nearly 50% higher than todays closing price, a value that the board concluded was superior to their standalone prospects and other alternatives. Why wouldn’t they enforce the agreement and close the deal?

Re: Notice of termination of Twitter merger agreement

#567

Earlier quoted context omitted.

Musk has released nothing that would indicate that the numbers are fraudulent.

Read the SEC filing?

"it appears that" = "we have no demonstrable data, but we'd like this to be true, but we're not making a material claim".

Re: Notice of termination of Twitter merger agreement

#568
post #180
post #39

This was obvious from the moment he brought up the fake accounts problem. The stock market (especially tech) tanked, other investors started having cold feet, and he realized his purchase was a mistake. It is bizarre though that Twitter leadership/board continued to engage with him on the matter – even handing him internal data to analyze – expecting a good faith resolution. Nothing Musk has done in the last few mont…

>Nothing Musk has done in the last few months has been in good faith. Isn't this itself arguing in bad faith? It's fundamentally speculative to make claims about his intentions.

That's not what "bad faith" means. If GP didn't care if their statement were true but just said it to make Musk look bad, then it would be in bad faith.

Musk has been very publicly coy about his intentions for several months, so it's hard not to have an opinion at this point. Just because that opinion may be wrong doesn't mean it's offered in bad faith.

Re: Notice of termination of Twitter merger agreement

#569
post #549

Earlier quoted context omitted.

> he developed cold feet pretty fast after an impetuous decision I don't think it was impetuous. I think he did this all on purpose and planned on using his usual tactics of improvisational manipulation and grandstanding to get what he wanted, whether it was Twitter at a cheap price, manipulating the Twitter stock price to make a quick buck off of his stock purchase, liquidate some of his Tesla stock, seed further di…

I think that requires a level of competence that Musk has failed to display in the past. Shotwell told an interesting story once, in response to a question like "what's it like to work for Elon?" She related an occasion when she got frantic calls from a meeting Musk was in. In the meeting he had decided to cancel Falcon Heavy to meet a schedule for something else. Shotwell went in and reminded everyone (Elon) they ha…

I agree with that. I don't consider him intelligent at all. My suspicion is that it's just a case of him having a loose collection of these outcomes that he considers wins, and then he just kicks it off, hoping he can manipulate things along the way towards one of his wins. I don't think he has an actual plan. He's an improvisational manipulator, very similar to a former president.

Then again, it seems the main "win" he often has in mind is just getting attention, so maybe his need for attention exceeds even what I thought.

Re: Notice of termination of Twitter merger agreement

#570

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…

> I have enormous respect for his engineering

He has never demonstrated engineering skills. He has always been a business manager. But with all of the business comedy he has performed this year, I am beginning to doubt his business skills too. Perhaps it's the VPs under him who managed the business well, while Elon remained the PR front person and primary investor. Much like SpaceX.

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