"All Boring had to do was bring its machine (named Godot) and start digging, former Maryland officials said. But months, and then years, passed. Maryland was waiting for Godot." pic.twitter.com/XOGQqeY9AS— Eliot Brown (@eliotwb) November 28, 2022
― Chris L, Monday, 28 November 2022 19:26 (one year ago) link
And Marilyn LockHEED
― Lord Pickles (Boring, Maryland), Monday, 28 November 2022 19:26 (one year ago) link
Did you know Apple puts a secret 30% tax on everything you buy through their App Store? https://t.co/LGkPZ4EYcz— Elon Musk (@elonmusk) November 28, 2022
did Elon seriously pay $44,000,000,000 for Twitter without knowing this
― frogbs, Monday, 28 November 2022 19:48 (one year ago) link
shh its a secret
― lag∞n, Monday, 28 November 2022 19:50 (one year ago) link
this might be giving him too much credit, but 1) of course he knows 2) that is a tweet designed to go viral with the help of people who think he's stupid. trump was good at that.
― 𝔠𝔞𝔢𝔨 (caek), Monday, 28 November 2022 19:54 (one year ago) link
He will be talking himself into pulling the iOS app entirely by the end of the day
― G. D’Arcy Cheesewright (silby), Monday, 28 November 2022 19:54 (one year ago) link
ALL HANDS ON DECK MEMO:
ALL TEAMS IMMEDIATELY REQUIRED TO DESIGN NEW OPERATING SYSTEM AND APP STORE, TO LAUNCH FOR CHRISTMAS ROLLOUT. APP STORE MUST BE EXTRA BASED, WAY COOLER THAN APPLE'S. BY THE TIME YOU FINISH READIN THIS YOU HAVE 15 MINUTES TO SEND ME SOME CODE.
― a man often referred to in the news media as the Duke of Saxony (tipsy mothra), Monday, 28 November 2022 19:58 (one year ago) link
lol yes
― sleeve, Monday, 28 November 2022 20:00 (one year ago) link
The dangerous thing about this guy is he thinks there is nothing that can happen to him he can't bully/buy his way out of, and so far he hasn't really been proven wrong.
― Chris L, Monday, 28 November 2022 20:04 (one year ago) link
He was notably unable to bully his way out of spending way too much money to acquire Twitter, Inc!
― G. D’Arcy Cheesewright (silby), Monday, 28 November 2022 20:04 (one year ago) link
Yes, but he's pivoted to simply breaking it (because who cares, "X" will be the everything app), firing thousands of people, not paying whole countries' worth of other employees, and upending scores of other peoples' ability to promote their work. Didn't exactly learn his lesson.
― Chris L, Monday, 28 November 2022 20:15 (one year ago) link
It would be funny if Tim Cook replied to that Elon Musk tweet with something like "Sure, Elon, whatever. Now pay the $8, er I mean 30%"
― o. nate, Monday, 28 November 2022 20:16 (one year ago) link
― 𝔠𝔞𝔢𝔨 (caek), Monday, November 28, 2022 1:54 PM (thirty-three minutes ago) bookmarkflaglink
normally I'd say yeah but everything he's done since buying Twitter implies he really is that dumb
― frogbs, Monday, 28 November 2022 20:34 (one year ago) link
All these rich people know one another right? Are they laughing at him? Are they ignoring him?
― Josh in Chicago, Monday, 28 November 2022 20:53 (one year ago) link
NEW: Documents show why Apple pulling its Twitter ads is devastating for Elon Musk: In the first quarter of 2022, Apple was Twitter's top advertiser, accounting for nearly $50M in revenuehttps://t.co/h9TWjdwFoH— Faiz Siddiqui (@faizsays) November 28, 2022
― after several days on “the milk,” (gyac), Monday, 28 November 2022 22:01 (one year ago) link
Ruh-roh
― The Triumphant Return of Bernard & Stubbs (Raymond Cummings), Monday, 28 November 2022 22:05 (one year ago) link
no pocky for kitty
― Tracer Hand, Monday, 28 November 2022 22:06 (one year ago) link
meanwhile back in the streets:
A man and his son are in a car accident. The man is killed instantly. His son is rushed to the hospital. The surgeon says “I can’t operate on this patient, he is my son”. The car then crashes through the wall of the operating room, killing everyone. How is this possible? (Tesla)— RiderToast, scab resident destroyer (@RiderToast) November 28, 2022
― mark s, Monday, 28 November 2022 22:14 (one year ago) link
iiuc this is saying twitter's loans could be contingent on not doing something like "getting kicked out of the app store"? that would be funny.― 𝔠𝔞𝔢𝔨 (caek), Monday, November 28, 2022 2:24 PM (four hours ago)
― 𝔠𝔞𝔢𝔨 (caek), Monday, November 28, 2022 2:24 PM (four hours ago)
nah, bonds/loans are completely different from merger agreements. even under the merger agreement, apple kicking twitter off the app store now would be a muddled set of facts for an MAE - arguably elon's actions leading to all of twitter's major advertisers cutting spending would have been the MAE since that actually impacted revenue, an apple ban would be a bit late to the show. but those provisions of the merger agreement ceased to matter on october 28th. the bond indenture is concerned with a different purpose - it's designed not so much to make sure twitter operates in a business as usual way, as the merger agreement, but to preserve twitter's lenders position in the capital structure / claims on twitter's assets in case of insolvency, which elon tanking twitter's revenue doesn't really touch.
― 龜, Monday, 28 November 2022 23:41 (one year ago) link
are loans like that contingent on *anything*?
― 𝔠𝔞𝔢𝔨 (caek), Monday, 28 November 2022 23:53 (one year ago) link
i get that they're not contingent on the literal terms of the merger agreement, but are they likely to be contingent on terms like "self-inflicted MAE" or key man risk or whatever?
― 𝔠𝔞𝔢𝔨 (caek), Monday, 28 November 2022 23:54 (one year ago) link
If a loan agreement is based on using stock as collateral it would certainly include provisions that cover what happens if the stock plummets in value.
― more difficult than I look (Aimless), Tuesday, 29 November 2022 00:01 (one year ago) link
contingent is maybe the wrong word, since musk already got the money. to answer your question though, loans like the ones twitter allow lenders to call an event of default (and demand their money back) if twitter does things that imperil the lenders claims on twitter's assets. for example, taking out more debt (which allows new lenders who are not the current lenders to have a claim), selling/transferring away assets (reduces the size of the asset pool available to satisfy the debt), sending money upstream to musk (reduces amount of money available to satisfy the debt).
in other words, the loans are about keeping money/assets from leaving out the door, but aren't concerned at all with making sure the company keeps money coming in the door. this allows the company to continue business as usual, in 99% of cases and which is what rational companies are interested in doing, but also allows for seppuku in public, which appears to be elon's strategy?
― 龜, Tuesday, 29 November 2022 00:13 (one year ago) link
If a loan agreement is based on using stock as collateral it would certainly include provisions that cover what happens if the stock plummets in value.― more difficult than I look (Aimless), Monday, November 28, 2022 7:01 PM (twelve minutes ago)
― more difficult than I look (Aimless), Monday, November 28, 2022 7:01 PM (twelve minutes ago)
a loan that uses stock as collateral, or a margin loan, is not available to companies generally, but usually is available to individual lenders. elon was originally penciled in for a margin loan to buy tesla, but was able to drop that part of the financing package after convincing his buddies to chip in. if he had taken out a margin loan on his tesla shares as originally contemplated, this thread would be about 3x more fun, given where tesla's stock price has traded since oct. 28th.
― 龜, Tuesday, 29 November 2022 00:18 (one year ago) link
Wonder if some banks are going to consider defining key, knowledgeable employees as assets for loan collateral purposes
― G. D’Arcy Cheesewright (silby), Tuesday, 29 November 2022 00:22 (one year ago) link
like if Elon Musk had borrowed $13 billion to buy, say, a mining concern, based in part on a business case for future cashflows from the mine, and then after closing decided to detonate a dirty bomb inside the mine, a lender might reasonably default, right?
― G. D’Arcy Cheesewright (silby), Tuesday, 29 November 2022 00:23 (one year ago) link
*declare him in default
― G. D’Arcy Cheesewright (silby), Tuesday, 29 November 2022 00:24 (one year ago) link
also, re: MAC, a MAC is notoriously hard to establish in delaware. there has only been MAC in history, and it was big:
Then, during the post-signing period, Akorn experienced consecutive year-over-year declines in quarterly revenue. Akorn’s operating income was down 84, 89, 292, and 134 percent, respectively, in the four quarters after it signed the merger agreement. Akorn’s revenue was down 29, 29, 34, and 27 percent, and earnings per share were down 96, 105, 300, and 170 percent. Akorn’s stock price dropped from $32.13 per share before signing to between $5.00 and $12.00 per share after signing. Commenting on Akorn’s financial decline, Chancellor Stine remarked:Akorn’s dramatic downturn in performance is durationally significant. It has already persisted for a full year and shows no sign of abating. More importantly, Akorn’s management team has provided reasons for the decline that can reasonably be expected to have durationally significant effects.Not only had Akorn’s financial situation “dropped off a cliff,” Fresnius soon also learned of serious deficiencies in Akorn’s data integrity processes. Dramatically, these issues were first identified in an anonymous whistleblower letter. Upon review of the letter, Fresnius performed its own investigation. Fresnius discovered that Akorn was “in persistent, serious violation of FDA requirements” and had “a disastrous culture of noncompliance.” The investigation by Fresenius also uncovered the possible use of fabricated data in Akorn’s FDA submissions. Additionally, as soon as the parties signed the merger agreement, Akorn had canceled regular audits, assessments, and inspections of known problems.Upon these findings, Fresnius attempted to terminate the merger agreement. Akorn argued that the merger agreement should be specifically enforced. Fresnius counterclaimed, seeking a ruling that it properly terminated the merger agreement. The rest, as they say, is history.The court determined that the unexpected and nonstop drop in Akorn’s business performance constituted a “general MAE” (that is, the company itself had suffered an MAE), and that because Akorn’s representations of regulatory compliance were not true and correct, the deviation between the as-represented condition and its actual condition would also result in an MAE.
Akorn’s dramatic downturn in performance is durationally significant. It has already persisted for a full year and shows no sign of abating. More importantly, Akorn’s management team has provided reasons for the decline that can reasonably be expected to have durationally significant effects.
Not only had Akorn’s financial situation “dropped off a cliff,” Fresnius soon also learned of serious deficiencies in Akorn’s data integrity processes. Dramatically, these issues were first identified in an anonymous whistleblower letter. Upon review of the letter, Fresnius performed its own investigation. Fresnius discovered that Akorn was “in persistent, serious violation of FDA requirements” and had “a disastrous culture of noncompliance.” The investigation by Fresenius also uncovered the possible use of fabricated data in Akorn’s FDA submissions. Additionally, as soon as the parties signed the merger agreement, Akorn had canceled regular audits, assessments, and inspections of known problems.
Upon these findings, Fresnius attempted to terminate the merger agreement. Akorn argued that the merger agreement should be specifically enforced. Fresnius counterclaimed, seeking a ruling that it properly terminated the merger agreement. The rest, as they say, is history.
The court determined that the unexpected and nonstop drop in Akorn’s business performance constituted a “general MAE” (that is, the company itself had suffered an MAE), and that because Akorn’s representations of regulatory compliance were not true and correct, the deviation between the as-represented condition and its actual condition would also result in an MAE.
so far nobody's leaked how much revenue twitter has lost so far, but i bet it'd give the above a run for the money. after all, twitter did $5B in revenue in 2021, $4.5B of which was from advertising. unfortunately, musk's own goals are happening after musk actually closed the deal, when the MAC stopped mattering. twitter did a pretty good job of making sure money kept on coming in the door while it was waiting for musk to close the deal so it avoided the MAC!
― 龜, Tuesday, 29 November 2022 00:24 (one year ago) link
Wonder if some banks are going to consider defining key, knowledgeable employees as assets for loan collateral purposes― G. D’Arcy Cheesewright (silby), Monday, November 28, 2022 7:22 PM (two minutes ago)
― G. D’Arcy Cheesewright (silby), Monday, November 28, 2022 7:22 PM (two minutes ago)
the problem is, you can't really sell an employee in the bankruptcy auction process for cash to settle a debt... not yet anyway. maybe a bank will find a way?
― 龜, Tuesday, 29 November 2022 00:28 (one year ago) link
we already call them human capital!
― rob, Tuesday, 29 November 2022 00:30 (one year ago) link
Yeah I guess calling an employee a bankruptcy asset is less relevant than proposing that Elon has in fact caused damage to Twitter's primary asset (Twitter) by firing over half of the people who made it work and making 1/3 of the rest quit
― G. D’Arcy Cheesewright (silby), Tuesday, 29 November 2022 00:33 (one year ago) link
hence the dirty bomb analogy
idk if I were lending money to someone to buy a software company I would make them covenant to offer experienced technical staff sizable retention incentives
― G. D’Arcy Cheesewright (silby), Tuesday, 29 November 2022 00:34 (one year ago) link
This is what’s so infuriating about Mr. Epic Reddit Man. He all but announces he’s ripping people off by naming it “Godot” — you can just see him tittering to himself — and still people are too dense to catch on because they’re content to simply bask in his imaginary glow.― Chris L, Monday, November 28, 2022 2:26 PM (five hours ago)
i mean, this literally is
https://i.ibb.co/M27DZ8t/image.png
― 龜, Tuesday, 29 November 2022 00:39 (one year ago) link
also didn't musk admit that the hyperloop was lobbed over the wall for the express purpose of defeating california's high speed rail proposal? seems like the boring company is the same stratagem. the playbook is old - see ford/gm convincing cities to pave over light rail and train in the 40s/50s in favor of the auto-mobile and a car for every family. the car needs to be destroyed!
― 龜, Tuesday, 29 November 2022 00:41 (one year ago) link
agree
― G. D’Arcy Cheesewright (silby), Tuesday, 29 November 2022 00:53 (one year ago) link
idk if I were lending money to someone to buy a software company I would make them covenant to offer experienced technical staff sizable retention incentives― G. D’Arcy Cheesewright (silby), Monday, November 28, 2022 7:34 PM (seventeen minutes ago)
― G. D’Arcy Cheesewright (silby), Monday, November 28, 2022 7:34 PM (seventeen minutes ago)
it's often the case that companies get bought so the buyer can fire staff and pocket more money for themselves, and that's the whole incentive for buying the company. it's the private equity leveraged buyout playbook. that usually takes course over several months/years though, a controlled burn with plenty of backstops, not in just a few weeks like here!
― 龜, Tuesday, 29 November 2022 00:54 (one year ago) link
Do the banks actually get paid in the end tho when your Guitar Centers or Toys R Uses finally go under
― G. D’Arcy Cheesewright (silby), Tuesday, 29 November 2022 00:55 (one year ago) link
i'm not an expert there but my understanding is that by the time a company is finally circling the drain, a lot of its debt will have been sold and resold until it ends up in the hands of distressed debt investors, who chiefly specialize in bringing guns to a knife fight.
the fact that elon's underwriting banks here still hold the debt is extremely unusual and is more a factor of how drastically the macro debt markets have deteriorated since the deal was struck back in march rather than anything elon did. but of course, elon's actions haven't helped matters at all.
― 龜, Tuesday, 29 November 2022 01:02 (one year ago) link
Oh yeah good point I forgot that part of this colossal fuck-up
― G. D’Arcy Cheesewright (silby), Tuesday, 29 November 2022 01:06 (one year ago) link
Guitar Center has been "circling the drain" for going on 20 years now
― Blues Guitar Solo Heatmap (Free Download) (upper mississippi sh@kedown), Tuesday, 29 November 2022 02:48 (one year ago) link
Elon fanfic is hilarious
It would be insane if it turns out @elonmusk had a long game of buying Twitter- knowing apple & Android would drop him- to launch a secret phone he had made two years ago, making his $44B Twitter investment into a $300B phone company..— Jason “Storm Chaser” Nelson (@Storm4Congress) November 28, 2022
― a man often referred to in the news media as the Duke of Saxony (tipsy mothra), Tuesday, 29 November 2022 15:35 (one year ago) link
lol wtf, how would massively overpaying for twitter have any relevance to building a phone?
― longtime caller, first time listener (man alive), Tuesday, 29 November 2022 15:36 (one year ago) link
4d chess, maaaaaan
― sleeve, Tuesday, 29 November 2022 15:37 (one year ago) link
44b chess
― lag∞n, Tuesday, 29 November 2022 15:39 (one year ago) link
fanboys should just write a horny Miami bass paean to Musk at this point, cos that's about the level of their obsession atm
― Fash Gordon (Neanderthal), Tuesday, 29 November 2022 15:41 (one year ago) link
"we like the cars that go boom"
― sleeve, Tuesday, 29 November 2022 15:42 (one year ago) link
A lot of people were like that with Trump too. I seem to recall Mr. Dilbert saying all the Putin stuff was just to earn his trust so he could stab him in the back later
― frogbs, Tuesday, 29 November 2022 15:46 (one year ago) link
lol sleeve
― Fash Gordon (Neanderthal), Tuesday, 29 November 2022 15:52 (one year ago) link
Same energy as Elon and Tesla
“I will not accept that it’s a highly dangerous road”From ITN archives. pic.twitter.com/snILgnwvPi— Stephen R Jones 🇺🇦 (@Meliden) November 28, 2022
― xyzzzz__, Tuesday, 29 November 2022 15:55 (one year ago) link