Elon Musk

it wasn't the top of the market, but it makes no sense to try to figure out his intention at the time, whether he misjudged the market or was on some type of bender. he obviously finally figured it out when his btc position went underwater and tsls and twtr were tanking. everyone has been shorting every pop on twtr and tsla for weeks.

Eh, “he’s not stupid enough to overpay that much” doesn’t hold water. He quite clearly was. All that’s changed is what he can afford.

ok, you are reading too much into that. I am speaking about the present.

I mean I agree that he’s not so very stupid that he thinks 54.20 is a fair price.

I’m just pointing out that he was the one who offered that price, so he must be stupid.

I guess we can conclude he’s stupid, but not very stupid.

i think it's a useless thing to argue if you are not doing anything with the information. anyway he has enough institutional and saudi backers now that his tsla shares aren't as much on the line. but if he had just waited a little longer he could have gotten twtr shares at $27-$30.

If ilx is not for arguing claims on whose truthfulness you are not going to act then I don’t know what it’s for any more.

But fwiw I work at Twitter for now so I do have some skin in the game and what I think about musk does matter for what I do next.

Anyway I think my objection is the consensus in his replies that we are dealing with someone very smart because he is negotiating down the price. He offered the original price! He’s obviously an idiot!

lol, it's good i didn't post my original target for twtr shares if the elon deal doesn't go through. but he has until oct.

Ha if the deal collapses it’s headed for the teens. I am under no illusions.

pretty clear that elon is in some way unstable but has been able to ride it to the point where he may be too big to fail

read a pretty convincing twitter thread from a lawyer with expertise in such matters that twitter has good case to make him go through with the deal at the agreed upon price

yeah matt levine wrote about this in his column.... seemed to come to the conclusion that while twitter legally could do that, he wasnt sure if it would be worth the hassle for them?

idk its looking like a good price

true. his reasoning was -

On the other hand, what if he does it anyway? What if he just says “no, I’d rather not close”? What is Twitter going to do? Sue him? It is easy for me, sitting here and looking at the contract, to say that Twitter would win that lawsuit and a court would order Musk to pay the money and close the deal. I do think that![3] But actually making that happen requires filing a lawsuit and going to court and asking a judge to make him pay billions of dollars to buy a company he doesn’t want. It requires his banks to fund $13 billion of debt for a risky leveraged buyout whose whimsical buyer is no longer interested.

Contractually this is all pretty buttoned-up, and I think a Delaware court would have a ton of sympathy for Twitter and none at all for Musk, who is acting in the most transparent and smirking bad faith. But there is a lot that could still go wrong. Suing would take time, and would cause bad publicity, and would create uncertainty among employees and users and advertisers. Letting him walk, focusing on the business, and taking the $1 billion — or negotiating a slightly higher breakup fee to save face — might be a better, though terrible, outcome for Twitter.

"uncertainty among employees" is one way of putting it. lmao at their reaction to the news the board is suing someone who doesn't want to be their boss to make him be their boss.

It requires his banks to fund $13 billion of debt for a risky leveraged buyout whose whimsical buyer is no longer interested.

this part is wrong tho regardless what the bank does musk by virtue of being ~the richest man in the world~ has no argument that he cant get the money

and i suspect the board might be more worried about sharholder value than employee/product uncertainty particularly in the context of a tanking market

at the very least they cld prob get him to cough up another billion or two

also, chalk up statistics as another thing musk is bad at. sample size is much more important than population. 100 is pretty good! sure, 200 or 300 would be better, but if they only found 1 or 2 spam accounts in the 100 then less than 5% is a good estimate.

and i suspect the board might be more worried about sharholder value than employee/product uncertainty particularly in the context of a tanking market

i think it's a useless thing to argue if you are not doing anything with the information. anyway he has enough institutional and saudi backers now that his tsla shares aren't as much on the line. but if he had just waited a little longer he could have gotten twtr shares at $27-$30.

― Yerac, Sunday, May 15, 2022 4:34 PM (yesterday)

he's apparently got enough to take his margin loan down from $13B to $6-7B, but he also committed to provide $21B of his own money, which is pretty lol at the price of $54.20 - if he can negotiate a price at half of what he committed to, he saves $10B of his own cash, it's a good incentive.

it's also funny how he own goaled his tsla shares, he revealed his financing plans on 4/20 and tsla shares are down 25% since then.

read a pretty convincing twitter thread from a lawyer with expertise in such matters that twitter has good case to make him go through with the deal at the agreed upon price

― lag∞n, Sunday, May 15, 2022 7:06 PM (yesterday)

i pointed this out on friday itt ;)

but yeah i think the funniest/most hilarious outcome would be for twitter to sue him for specific performance and force him to fund and close, and for twtr then to take elon down in a death spiral as advertisers flee and twtr defaults on its debt. (obv maybe not funny for caek, at least in the short term :( )

i don't think enough has been made about how elon is leveraging twtr to the hilt with these very public loans that all of twtr's advertisers know about and can see, i'm sure these guys are salivating at the thought of renegotiating their deals with additional leverage. he also has to find money to fund the equity comp that twtr's employees are no longer getting, i think i read a figure that it' about $900MM a year. any significant move by advertisers away from twtr and elon will have to pony up significant additional $$$ each year just to keep twtr from declaring bankruptcy (he already has to pay $$$ per year on his personal margin loan, not withstanding the additional equity commitments).

Don’t worry about me. I’ll be working at a differently widely loathed tech company by then.

i pointed this out on friday itt ;)

― 龜, Monday, May 16, 2022 10:16 AM (twenty minutes ago) bookmarkflaglink

apologies for not recognizing the aforementioned opinion at said date my expertise is mostly in bird law

Per https://www.nytimes.com/2022/05/06/technology/elon-musk-twitter-pitch-deck.html “Stock-based compensation costs are also expected to rise to just over $3 billion by 2028, from $914 million in 2022.”

They’ve announced pending stock grants will be paid as cash based on the stock purchase price, so if cash is a problem then negotiating the purchase price down helps not just with how much he needs upfront but also the carrying costs.

that deck is completely insane

that thread i mentioned said that negotiated price reductions to avoid litigation over specific performance in other deals had been small like <%5

i do wonder if twtr employees will be given an option to roll over their equity comp into the private co, i think i read somewhere that musk may have been pitching privately that he'd re-ipo the company in 3-4 years a la private equity...

that deck is still certifiably insane tho, he's lucky he's taking the company private away from plaintiff's lawyers (but maybe one of his equity investors will feel so burned they'll sue him anyway if twtr crashes and burns as a private co)

First, let me state the obvious: spam harms the experience for real people on Twitter, and therefore can harm our business. As such, we are strongly incentivized to detect and remove as much spam as we possibly can, every single day. Anyone who suggests otherwise is just wrong.

— Parag Agrawal (@paraga) May 16, 2022

insane that musk's diligence expedition is taking place in public view with the CEO but i guess that's just elon for ya

the musk show

oh great now i have to explain to people that yes i understand that spam is bad

i do wonder if twtr employees will be given an option to roll over their equity comp into the private co, i think i read somewhere that musk may have been pitching privately that he'd re-ipo the company in 3-4 years a la private equity...

current stated existing RSU grants will vest on the original as cash @ $54.20, and purchase agreement promises (ha!) no further comp changes for 12 months after the deal closes. after that they're going to need to do something stock refresher like (i.e. additional perf related cash grants, or something like the weird "stock" thing they do at tesla), otherwise the $-focused people will leave and get paid market rate (i.e. lots more).

current stated plan*

i "get" what musk fans think they are doing when they troll twitter employees saying "you are such spoiled babies with your wellness grants and your standing desks, get ready for the real world". they're right. i am a spoiled baby. but i am not getting ready for the real world. i don't have to! there's a hiring market!

i know people here who don't hate musk, but i don't know *anyone* here who wants to work at a private company owned by someone who is known to pay badly and has opaque compensation plans after 12 months.

getting cashed out at $54.20 is not bad in this market tbh.

i imagine the lure of other tech companies must be strong ("our shares have fallen 50-70% true, but if you join now your equity is going to be vesting at a relatively low price and you'll make bank when markets recover...)

headhunters must be furiously targeting anybody with 'twitter' in their linkedin

my response to every one of your paragraphs is "yes, precisely".

https://i.imgur.com/j6pCLji.png

hey elon.... it's okay not to post

twitter shd ban him

as a bot

no no no. pleas, elon. keep tweeting.

Agreed, nothing wrong with posting.

column is incorrect. he should post even more https://t.co/aXDI2IsnBS

— Alex Press (@alexnpress) May 16, 2022

always clapemoji be clapemoji posting clapemoji

20% fake/spam accounts, while 4 times what Twitter claims, could be *much* higher.

My offer was based on Twitter’s SEC filings being accurate.

Yesterday, Twitter’s CEO publicly refused to show proof of <5%.

This deal cannot move forward until he does.

— Elon Musk (@elonmusk) May 17, 2022

unfortunately, the legal agreement he said does not provide that for that - any misrepresentation in twitter's public filings must rise to the level of a material adverse effect, and Delaware courts have traditionally found that to be a *very* high standard (sort of the equivalent of, idk, a nuke going off). if twitter litigates this, the courts will not be sympathetic to elon!

lmao dis guy

Have we though about DMing all the Twitter accounts with a quick “are you real?”

Would only take a couple days tops

are you even a person bro

hey now ho now inactive/abandoned accounts would be bigger numbers still

https://www.sec.gov/Archives/edgar/data/0001418091/000119312522152250/d283119dprem14a.htm

Still later on April 25, 2022, following the meeting of the Twitter Board, the applicable parties executed the merger agreement and the limited guarantee and Parent delivered to Twitter fully executed revised versions of the debt commitment letter, margin loan commitment letter and equity commitment letter. Promptly following execution of the merger agreement, Twitter and Mr. Musk publicly announced the merger agreement and the merger.

when elon filed his commitment papers they were not countersigned by elon. now presumably they are - he is legally obligated to fund!

also classic lawyer statement:

Elon Musk is an active user of the Twitter platform.

It is completely normal to conduct due diligence for $xB deal through social media.