Earlier quoted context omitted.
Sure but then why skip diligence? That would be the ideal time to sell lots of Tesla stock and eventually say “You know what? Nah” without any sticky legal issues.
Most people do not liquidate billions of assets while waiting for due diligence to go through. They wait for diligence, then liquidate the assets.
Notice of termination of Twitter merger agreement
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Re: Notice of termination of Twitter merger agreement
#582Earlier quoted context omitted.
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?
It makes more sense if you assume that Elon Musk is both a sometimes successful businessman and also suffering from unmanaged bipolar disorder.
Re: Notice of termination of Twitter merger agreement
#583Earlier quoted context omitted.
> 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…
Musk already secured financing, and most of the recent financial engineering he was doing was in the service of minimizing his own exposure (ie, the amount of TSLA he'd need to sell to cover his end of the deal). His lenders couldn't "independently verify" the mDAU, because he waived diligence --- he was entitled to information as a contractual technicality, but he was not entitled to condition the deal based on anyt…
Re: Notice of termination of Twitter merger agreement
#584Earlier quoted context omitted.
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.
The lenders have already agreed to the deal, where any such verification was waived.
Re: Notice of termination of Twitter merger agreement
#585The 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 don’t
Re: Notice of termination of Twitter merger agreement
#586Re: Notice of termination of Twitter merger agreement
#587Earlier quoted context omitted.
I promoted a tweet just for curiosity and a significant portion of the engagement was spammy. A lot of likes from accounts selling some kind of sex work, some really blatant spam, a lot of small time self promotion from wannabe influencers. Much of this was probably “real people” but also “spam”. There is a spectrum of what is and is not “real” usage vs spam, but if I were advertising for real, I wouldn’t want to tar…
Does anyone here actually believe Twitter doesn’t know this and have exact metrics down to a science? Or those stock options and gains too big to have any real morals?
Also, they're different on different clients even if I'm signed into my account on all of them. So I'm not sure what the signals it uses are.
Re: Notice of termination of Twitter merger agreement
#588Earlier quoted context omitted.
> Twitter is supposedly not providing the data Didn't he get access to the firehose, which is, AFAIK, -ALL- the data? (not the 50GB he tweeted about but supposedly a 2TB/day stream?)
IIRC "the firehose" is around 10%
https://developer.twitter.com/en/docs/twitter-api/enterprise...
> The Decahose delivers a 10% random sample of the realtime Twitter Firehose through a streaming connection.
Re: Notice of termination of Twitter merger agreement
#589The market crashed to hell and it makes no sense to close on a ~50% markup when the penalty is at most $1B. It seems kind of obvious to me he’s angling to get a nice discount and close, since he has almost all the leverage (the shareholders are going to sue the board if they end up having their stock directly exposed to the radioactive hellscape that is the equities market.)
Re: Notice of termination of Twitter merger agreement
#590I really don't understand why you all think Elon is going to pay anythying. The 6.4 provision is pretty standard, and often the reason for deal to fall through, in that enough of the requested information was not provided. You really don't know what was asked, what was ignored, and what garbage data was sent back. You think Twitter is all innocent? Pfffftt. Don't be evil, oops, i mean naive. He doesn't have to prove…
I don’t believe his purchase was contingent on anything. I don’t think he’s allowed to back out. Also that billion dollar number was not a get out of jail free card. He can’t just decide to pay it and walk away. It only works under certain circumstances. I don’t believe your analysis is correct. At least it doesn’t match what the legal experts at CNBC seem to think. https://www.cnbc.com/2022/05/13/elon-musk-cant-just…