May 13, 20223 yr 21 minutes ago, vikas83 said: The basic consensus among analysts is that this is Musk angling for a price reduction due to the massive sell-off in social media stocks. If we were dealing with a normal person, I'd agree...but Musk is anything but normal. I haven't looked at the merger agreement, but I can't imagine that bots being less than 5% of total accounts is a condition. From the reports I've read, Musk has no due diligence out so he'd have to argue this violates a rep and warranty? Twitter just laid people off and lost senior execs, so if he wants to try and cut the price, he has real leverage. But again...it's Musk. He might just pay the $1bn and walk. Or he might change his mind in 30 minutes and stay at $54.20. I'm sure his advisors would tell him to try and cut the price, but not to go about it like this. How much risk is there to the current leadership over this? I mean, if it turns out that there's a high percentage of fake accounts/bots, and they knew it, don't they face trouble for possibly misleading investors?
May 13, 20223 yr 8 minutes ago, Mike030270 said: I saw that he replied back to the guy interviewing him telling people to watch the full video for context but I haven't found the video yet He's got a point but twitter it really shouldn't matter what the owner of twitter does I've been on the side of if you don't like their policy then don't use it I get that, but as a sort of social media town hall, I get where speech should not be limited with a far right/ left leaning bais. Any/ all policies and rules should be enforced unilaterally, not based on political bais.
May 13, 20223 yr 6 minutes ago, The_Omega said: How much risk is there to the current leadership over this? I mean, if it turns out that there's a high percentage of fake accounts/bots, and they knew it, don't they face trouble for possibly misleading investors? The language in their disclosures makes clear that the 5% is basically a guess, and it's been in their filings for YEARS. They're fine. EDIT: here's the language, with all the qualifiers. Basically unchanged since 2014. We have performed an internal review of a sample of accounts and estimate that the average of false or spam accounts during the fourth quarter of 2021 represented fewer than 5% of our mDAU during the quarter. The false or spam accounts for a period represents the average of false or spam accounts in the samples during each monthly analysis period during the quarter. In making this determination, we applied significant judgment, so our estimation of false or spam accounts may not accurately represent the actual number of such accounts, and the actual number of false or spam accounts could be higher than we have estimated.
May 13, 20223 yr Really good thread on this. I guess TWTR could sue him for Specific Performance. This guy is a little off. If debt doesn't fund, can't get specific performance.
May 13, 20223 yr 1 hour ago, vikas83 said: Really good thread on this. I guess TWTR could sue him for Specific Performance. This guy is a little off. If debt doesn't fund, can't get specific performance. Anybody can sue anyone in the U.S. for anything - the issue is whether or not the suit will be successful. To sue for specific performance, the contract needs to be enforceable. None of us have seen it, and we don't know what representations or warranties were made, nor do we know conditions of the contract, the remedies for failure to perform, so it's quite a leap to suggest a suit for specific performance without knowing more about the details of the deal.
May 13, 20223 yr 4 minutes ago, Procus said: Anybody can sue anyone in the U.S. for anything - the issue is whether or not the suit will be successful. To sue for specific performance, the contract needs to be enforceable. None of us have seen it, and we don't know what representations or warranties were made, nor do we know conditions of the contract, the remedies for failure to perform, so it's quite a leap to suggest a suit for specific performance without knowing more about the details of the deal. The merger agreement is publicly filed and has a specific performance clause. We literally know every condition. Aren't you supposed to be a lawyer?
May 13, 20223 yr For the "lawyer" https://www.sec.gov/Archives/edgar/data/1418091/000119312522120474/d310843ddefa14a.htm
May 13, 20223 yr 1 minute ago, vikas83 said: The merger agreement is publicly filed and has a specific performance clause. We literally know every condition. Aren't you supposed to be a lawyer? Trump says Musk will never buy Twitter at such a ridiculous price.
May 13, 20223 yr 3 minutes ago, vikas83 said: The merger agreement is publicly filed and has a specific performance clause. We literally know every condition. Aren't you supposed to be a lawyer? I haven't seen it, care to share?
May 13, 20223 yr Just now, Procus said: I haven't seen it, care to share? https://www.sec.gov/Archives/edgar/data/1418091/000119312522120474/d310843ddefa14a.htm
May 13, 20223 yr 6 minutes ago, vikas83 said: https://www.sec.gov/Archives/edgar/data/1418091/000119312522120474/d310843ddefa14a.htm @Procus got
May 13, 20223 yr 2 minutes ago, vikas83 said: https://www.sec.gov/Archives/edgar/data/1418091/000119312522120474/d310843ddefa14a.htm This may be what Musk hangs his hat on: Section 4.7 Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries expressly for inclusion or incorporation by reference in the proxy statement relating to the matters to be submitted to the Company’s stockholders at the Company Stockholders’ Meeting (such proxy statement and any amendments or supplements thereto, the "Proxy Statement”) shall, at the time the Proxy Statement is first mailed to the Company’s stockholders and at the time of the Company Stockholders’ Meeting to be held in connection with the Merger, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading at such applicable time, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied, or required to be supplied, by Parent or its Representatives in writing expressly for inclusion therein. The Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. 1 minute ago, downundermike said: @Procus got You really are a special kind of stupid
May 13, 20223 yr 2 minutes ago, Procus said: You really are a special kind of stupid You are the one getting owned ...........
May 13, 20223 yr Gentlemen - with complex transactions like this, if Musk is trying to bang the company for a better deal, there are a LOT of details that none of us are aware of. I would imagine he's using the matter of spam bots as a possible misrepresentation made by the company. Classic situation of a buyer trying to get a better deal. Over the head of most of the liberal 'geniuses' commenting here. 3 minutes ago, downundermike said: You are the one getting owned ........... Okay, I'll bite, explain why you think I'm getting owned.
May 13, 20223 yr Just now, Procus said: Gentlemen - with complex transactions like this, if Musk is trying to bang the company for a better deal, there are a LOT of details that none of us are aware of. I would imagine he's using the matter of spam bots as a possible misrepresentation made by the company. Classic situation of a buyer trying to get a better deal. Over the head of most of the liberal 'geniuses' commenting here. uh, trying to squeeze a better price out of Twitter's board was literally the first take on this here. try harder genius.
May 13, 20223 yr 1 minute ago, Procus said: Okay, I'll bite, explain why you think I'm getting owned. You said you had not seen the public filing, Vikas had a link for you in a minute. 15 minutes ago, Procus said: I haven't seen it, care to share? 14 minutes ago, vikas83 said: https://www.sec.gov/Archives/edgar/data/1418091/000119312522120474/d310843ddefa14a.htm
May 13, 20223 yr 1 minute ago, Procus said: This may be what Musk hangs his hat on: Section 4.7 Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries expressly for inclusion or incorporation by reference in the proxy statement relating to the matters to be submitted to the Company’s stockholders at the Company Stockholders’ Meeting (such proxy statement and any amendments or supplements thereto, the "Proxy Statement”) shall, at the time the Proxy Statement is first mailed to the Company’s stockholders and at the time of the Company Stockholders’ Meeting to be held in connection with the Merger, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading at such applicable time, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied, or required to be supplied, by Parent or its Representatives in writing expressly for inclusion therein. The Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. You really are a special kind of stupid No, that does nothing for him. The 5% is in the SEC filings (10-K and 10-Q). Section 4.6 would be his argument (emphasis added). Quote Section 4.6 Company SEC Documents; Financial Statements. (a) Since January 1, 2022, the Company has filed or furnished with the SEC all material forms, documents and reports required to be filed or furnished prior to the date of this Agreement by it with the SEC (such forms, documents and reports filed with the SEC, including any amendments or supplements thereto and any exhibits or other documents attached to or incorporated by reference therein, the "Company SEC Documents”). As of their respective dates, or, if amended or supplemented, as of the date of the last such amendment or supplement, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time it was filed (or, if amended or supplemented, as of the date of the last amendment or supplement) contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. (b) The consolidated financial statements (including all related notes) of the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and its consolidated statements of operations and consolidated statements of cash flows for the respective periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments, none of which would have a Company Material Adverse Effect, to the absence of notes and to any other adjustments described therein, including in any notes thereto) in conformity with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form or other rules under the Exchange Act). His issue is the language from the 10-K is caveated very well (emphasis added): Quote We have performed an internal review of a sample of accounts and estimate that the average of false or spam accounts during the fourth quarter of 2021 represented fewer than 5% of our mDAU during the quarter. The false or spam accounts for a period represents the average of false or spam accounts in the samples during each monthly analysis period during the quarter. In making this determination, we applied significant judgment, so our estimation of false or spam accounts may not accurately represent the actual number of such accounts, and the actual number of false or spam accounts could be higher than we have estimated. So Musk is basically screwed. Section 9.9 on Specific Performance below, requires the Debt Financing to fund (emphasis added): Quote Section 9.9 Specific Performance. (a) The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the parties hereto acknowledge and agree that the parties hereto shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the parties hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an injunction or injunctions or any other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to show proof of actual damages or provide any bond or other security in connection with any such order or injunction. (b) Notwithstanding anything herein to the contrary, including the availability of the Parent Termination Fee or other monetary damages, remedy or award, it is hereby acknowledged and agreed that the Company shall be entitled to specific performance or other equitable remedy to enforce Parent and Acquisition Sub’s obligations to cause the Equity Investor to fund the Equity Financing, or to enforce the Equity Investor’s obligation to fund the Equity Financing directly, and to consummate the Closing if and for so long as, (i) all of the conditions set forth in Section 7.1 and Section 7.2 (other than those conditions that are to be satisfied at the Closing; provided, that such conditions are capable of being satisfied if the Closing were to occur at such time) have been satisfied or waived and Parent has failed to consummate the Closing on the date required pursuant to the terms of Section 2.2, (ii) the Debt Financing (or, as applicable, the Alternative Financing) has been funded or will be funded at the Closing if the Equity Financing is funded at the Closing, and (iii) the Company has confirmed that, if specific performance or other equity remedy is granted and the Equity Financing and Debt Financing are funded, then the Closing will occur. For the avoidance of doubt, (A) while the Company may concurrently seek (x) specific performance or other equitable relief, subject to the terms of this Section 9.9, and (y) payment of the Parent Termination Fee or other monetary damages, remedy or award if, as and when required pursuant to this Agreement), under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance to cause the Equity Financing to be funded, on the one hand, and payment of the Parent Termination Fee or other monetary damages, remedy or award, on the other hand; provided, however, that in no event shall the Company be permitted or entitled to receive aggregate monetary damages in excess of the Parent Termination Fee (except in all cases that Parent shall also be obligated with respect to its expense reimbursement and indemnification obligations contained in Section 6.11 and its applicable obligations under Section 8.3(d)(iii) and Section 8.6(b)). (c) To the extent any party hereto brings an action, suit or proceeding to specifically enforce the performance of the terms and provisions of this Agreement (other than an action to enforce specifically any provision that expressly survives the termination of this Agreement), the Termination Date shall automatically be extended to (i) the twentieth (20th) Business Day following the resolution of such action, suit or proceeding or (ii) such other time period established by the court presiding over such action, suit or proceeding. So Musk makes sure his bankers fall down based on market conditions, and he gets out with just the $1bn break fee. The company could sue, do discovery, and try to find evidence that Musk got the lenders to walk, but that's a high bar.
May 13, 20223 yr 3 minutes ago, Procus said: Gentlemen - with complex transactions like this, if Musk is trying to bang the company for a better deal, there are a LOT of details that none of us are aware of. I would imagine he's using the matter of spam bots as a possible misrepresentation made by the company. Classic situation of a buyer trying to get a better deal. Over the head of most of the liberal 'geniuses' commenting here. Okay, I'll bite, explain why you think I'm getting owned. Yeah, other than all the agreements being public... There is a 0.0% chance you went to law school. Any lawyer would know the merger agreement was public. Even one who claims to have specialized in tax.
May 13, 20223 yr Just now, vikas83 said: Yeah, other than all the agreements being public... There is a 0.0% chance you went to law school. Any lawyer would know the merger agreement was public. Even one who claims to have specialized in tax. Tell us some other stuff that was represented during the deal. Because you went through everything and know of all the details behind the agreement, right?
May 13, 20223 yr 12 minutes ago, Procus said: You really are a special kind of stupid you're really in no position to be throwing that kind of accusation around.
May 13, 20223 yr Just now, Procus said: Tell us some other stuff that was represented during the deal. Because you went through everything and know of all the details behind the agreement, right? I read the relevant section for today, but it's all public if you'd like to read it. A lawyer would know that. There are merger arb analysts all over the street ripping this to shreds and analyzing it. You're out of your depth and got caught in your lies. Move along clown.
May 13, 20223 yr 3 minutes ago, vikas83 said: No, that does nothing for him. The 5% is in the SEC filings (10-K and 10-Q). Section 4.6 would be his argument (emphasis added). His issue is the language from the 10-K is caveated very well (emphasis added): So Musk is basically screwed. Section 9.9 on Specific Performance below, requires the Debt Financing to fund (emphasis added): So Musk makes sure his bankers fall down based on market conditions, and he gets out with just the $1bn break fee. The company could sue, do discovery, and try to find evidence that Musk got the lenders to walk, but that's a high bar. My boy - if you have been around the block long enough, you know that the devil is in the details. This most likely is a negotiating ploy by Musk to get a better deal. Time will tell. Just now, vikas83 said: I read the relevant section for today, but it's all public if you'd like to read it. A lawyer would know that. There are merger arb analysts all over the street ripping this to shreds and analyzing it. You're out of your depth and got caught in your lies. Move along clown. Yeah, I'm going to waste my afternoon going through everything. Feel free to do so on your end and point out all the details.
May 13, 20223 yr 1 minute ago, JohnSnowsHair said: you're really in no position to be throwing that kind of accusation around. To Mike? You haven't read his posts, have you?
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