October 4, 20223 yr btw, the musk text messages show just how much he likes to surround himself with bullshitters. Only Dorsey comes across as genuine and intelligent, everyone else is a cartoon character, including Musk himself.
October 4, 20223 yr Here's his letter. It's a trap. Musk's only out under the merger agreement at this point is if the debt doesn't fund, he can't be forced to close. So, TWTR agrees, lawsuit ends, debt financing pulls (which makes sense given market), and TWTR screwed. Hope they are smarter than this. https://www.sec.gov/Archives/edgar/data/1418091/000110465922105787/tm2227435d1_ex99-s.htm
October 4, 20223 yr 6 minutes ago, vikas83 said: Here's his letter. It's a trap. Musk's only out under the merger agreement at this point is if the debt doesn't fund, he can't be forced to close. So, TWTR agrees, lawsuit ends, debt financing pulls (which makes sense given market), and TWTR screwed. Hope they are smarter than this. https://www.sec.gov/Archives/edgar/data/1418091/000110465922105787/tm2227435d1_ex99-s.htm Could you explain what would cause the debt to not fund? Did he not have the funds secured yet to purchase twitter?
October 4, 20223 yr 5 minutes ago, Phillyterp85 said: Could you explain what would cause the debt to not fund? Did he not have the funds secured yet to purchase twitter? All debt commitment letters have outs in them. I haven't seen the ones for his bid (not sure if they are public), but usually you'll have a material adverse change clause related to the company. Sometimes you have one for market conditions as well. Furthermore, the letters are signed by the banks and Musk -- so if the banks don't fund, Musk is the one with the right to sue them. So...if Musk wanted to play games, he could tell them to call a BS violation, and then Musk never sues them.
October 4, 20223 yr 1 minute ago, vikas83 said: All debt commitment letters have outs in them. I haven't seen the ones for his bid (not sure if they are public), but usually you'll have a material adverse change clause related to the company. Sometimes you have one for market conditions as well. Furthermore, the letters are signed by the banks and Musk -- so if the banks don't fund, Musk is the one with the right to sue them. So...if Musk wanted to play games, he could tell them to call a BS violation, and then Musk never sues them. Take this with a grain of salt, I'd have to see this clause for myself, but according to Wapo (again, take with a grain, maybe multiple, grains of salt) If the banks do find a way to pull out, does that give Musk an out? No, Musk’s agreement with Twitter has a clause that requires him to go through with the deal even if his debt financing becomes unavailable. "Him canceling the deal might itself be some sort of breach, but Twitter’s going to say that’s your fault not ours,” Anthony Casey, a law expert at the University of Chicago. In that case, Musk would have to pay the cash part of the deal to Twitter’s investors, and then Twitter itself (now owned by him) would take on the debt itself to finish paying the old shareholders, according to Henderson. Musk could also go to court to force the banks to honor their agreement and loan him the money. If he didn’t want to do that, the court could even appoint a special representative to act in his stead and sue the banks, Henderson said. Has this happened before? If Musk’s debt arrangements do become a factor in a potential settlement or trial, it wouldn’t be the first time financing became a factor in a court case over a merger agreement. Last year, Delaware Chancery Court Judge Kathaleen McCormick, who experts expect will preside over the Twitter case, oversaw a court case featuring a private equity firm that tried to pull out of an agreement to buy cake-decorating supply company DecoPac by blaming the economic downturn brought on by the pandemic. McCormick said the private equity firm acquiring DecoPac had to move forward, even though they no longer had the original financing to complete the deal. https://www.washingtonpost.com/technology/2022/07/15/elon-musk-debt-financing-twitter/
October 4, 20223 yr 3 minutes ago, Phillyterp85 said: Take this with a grain of salt, I'd have to see this clause for myself, but according to Wapo (again, take with a grain, maybe multiple, grains of salt) If the banks do find a way to pull out, does that give Musk an out? No, Musk’s agreement with Twitter has a clause that requires him to go through with the deal even if his debt financing becomes unavailable. "Him canceling the deal might itself be some sort of breach, but Twitter’s going to say that’s your fault not ours,” Anthony Casey, a law expert at the University of Chicago. In that case, Musk would have to pay the cash part of the deal to Twitter’s investors, and then Twitter itself (now owned by him) would take on the debt itself to finish paying the old shareholders, according to Henderson. Musk could also go to court to force the banks to honor their agreement and loan him the money. If he didn’t want to do that, the court could even appoint a special representative to act in his stead and sue the banks, Henderson said. Has this happened before? If Musk’s debt arrangements do become a factor in a potential settlement or trial, it wouldn’t be the first time financing became a factor in a court case over a merger agreement. Last year, Delaware Chancery Court Judge Kathaleen McCormick, who experts expect will preside over the Twitter case, oversaw a court case featuring a private equity firm that tried to pull out of an agreement to buy cake-decorating supply company DecoPac by blaming the economic downturn brought on by the pandemic. McCormick said the private equity firm acquiring DecoPac had to move forward, even though they no longer had the original financing to complete the deal. https://www.washingtonpost.com/technology/2022/07/15/elon-musk-debt-financing-twitter/ I've read the merger agreement. They are wrong. If the debt doesn't fund, he doesn't have to complete. Just pay the break-up fee. 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.
October 4, 20223 yr 51 minutes ago, vikas83 said: I've read the merger agreement. They are wrong. If the debt doesn't fund, he doesn't have to complete. Just pay the break-up fee. Thanks for the explanation. So Twitter should reject his offer, and just move forward with the lawsuit, in which case the end result will be 1) they get paid the break up fee, or 2) Musk is forced to close the deal. But what would happen if the judge rules that Musk must close the deal, and then he doesn't get the financing. Wouldn't the end result be the same, he just pays the breakup fee and that's that?
October 5, 20223 yr 5 hours ago, Phillyterp85 said: Thanks for the explanation. So Twitter should reject his offer, and just move forward with the lawsuit, in which case the end result will be 1) they get paid the break up fee, or 2) Musk is forced to close the deal. But what would happen if the judge rules that Musk must close the deal, and then he doesn't get the financing. Wouldn't the end result be the same, he just pays the breakup fee and that's that? No. Because he tried to terminate based on the number of bot accounts, if the court orders him to close, they can order him to do so regardless of the conditions in the merger agreement. That’s where Musk really screwed up. He should have said the banks were out months ago to have a winning case.
October 5, 20223 yr Just now, vikas83 said: No. Because he tried to terminate based on the number of bot accounts, if the court orders him to close, they can order him to do so regardless of the conditions in the merger agreement. That’s where Musk really screwed up. He should have said the banks were out months ago to have a winning case. Ahh gotcha.
October 6, 20223 yr And there it is...Musk just playing games https://www.documentcloud.org/documents/23126626-musk-01-motion-to-stay-w-cos Quote If the Debt Financing does not fund, Twitter may not obtain an order of specific performance under Section 9.9(b) causing Musk to fund the equity or close the transaction. The Merger Agreement, which Twitter is seeking to enforce at trial, unambiguously prohibits any court-ordered closing based on specific performance absent funding of the debt.2 If Defendants refuse to close because the debt has not funded, Twitter could only pursue a claim for breach against X Holdings I, Inc. The remedy for such breach is that Twitter may terminate the Merger Agreement and seek a Parent Termination Fee of $1 billion under Section 8.3(b). The Merger Agreement expressly caps the amount under Section 8.3(c) even in the case of "knowing and intentional breach.” Consistent with that cap, Musk signed a Limited Guarantee of the Parent Termination Fee in the amount of $1 billion, which itself has an express cap at that amount as well as a non-recourse provision. Ex. A.
October 7, 20223 yr 16 hours ago, vikas83 said: And there it is...Musk just playing games https://www.documentcloud.org/documents/23126626-musk-01-motion-to-stay-w-cos Soooo, he pays the $1B break-up fee and walks away?
October 7, 20223 yr 18 hours ago, vikas83 said: And there it is...Musk just playing games https://www.documentcloud.org/documents/23126626-musk-01-motion-to-stay-w-cos Is it typical for a merger agreement to allow an out in the case of failure to fund the debt? Also, would it still be the case that if they continue with the trial, that the judge can then force Musk to close even if he doesn't fund the debt?
October 7, 20223 yr 1 hour ago, Phillyterp85 said: Is it typical for a merger agreement to allow an out in the case of failure to fund the debt? Also, would it still be the case that if they continue with the trial, that the judge can then force Musk to close even if he doesn't fund the debt? It used to be standard practice and was called a "financing out," Starting in ~2005, sellers started insisting that guys remove the financing out because, very simply, it meant that all the conditions to closing in the debt financing were basically also conditions on the merger. There were some epic cases in 2008/2009 because guys didn't have financing outs (Dow vs. Rohm & Haas). Nowadays, they are the exception, not the norm. But...it's important to note that this isn't a true financing out. Back in the day, if the debt didn't fund, you got to walk away scott free. Here, Musk would still owe the $1bn break-up fee but simply can't be forced to close (i.e., Specific Performance). The judge played this smart. She delayed the trial and said Musk has until 10/28 to close. If he doesn't, trial back on. Musk could try and say he didn't close because debt didn't fund, but the basis for the lawsuit was him trying to walk over the bots. Basically, judge is warning him to not play games. She will not be pleased if he doesn't close.
October 7, 20223 yr Great, now the Chronic Liar will be able to spread his hate and lies on Twitter once again.
October 8, 20223 yr https://thehill.com/policy/3678091-musk-knocks-trumps-truth-social-essentially-a-rightwing-echo-chamber/ "Musk knocks Trump’s Truth Social: ‘Essentially a rightwing echo chamber’" @Ipiggles just blocked Elon Musk.
October 10, 20223 yr On 10/8/2022 at 7:33 PM, Boogyman said: https://thehill.com/policy/3678091-musk-knocks-trumps-truth-social-essentially-a-rightwing-echo-chamber/ "Musk knocks Trump’s Truth Social: ‘Essentially a rightwing echo chamber’" @Ipiggles just blocked Elon Musk. Really takes a genius to figure that one out.
October 24, 20223 yr "Not a single person wringing their hands about @elonmusk buying Twitter has ever had a problem with Jeff Bezos owning the @washingtonpost," Twitter user Michael Malice said. Musk's plans to tap foreign investors to help pay for the deal — including Saudi Arabia's Prince Alwaleed bin Talal, Qatar's sovereign wealth fund, and Binance Holdings, which was founded by a Chinese businessman — have troubled Biden administration officials, sources told Bloomberg. Interesting. If you didn't want it to begin with and didn't want to pay the breakup fee this would be the way to make it happen.
October 24, 20223 yr ABT already owned a 5% stake before Musk offered to buy it, so not sure how this changes anything.
October 27, 20223 yr 11 minutes ago, DEagle7 said: What a jokester! ...get it?! Let that "Sink" in?! ...like an actual sink?! That’s a real kneeslapper
October 27, 20223 yr 14 minutes ago, DEagle7 said: What a jokester! ...get it?! Let that "Sink" in?! ...like an actual sink?! Something an awkward dude would do for sure. What a maroon
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