Maybe this whole thing was a way to show everyone it was worthless and now he's going to spend $1B on getting out of the deal and another $1B in starting a Twitter clone.
Musk cannot just wake up one morning, decide to not buy Twitter, and pay the breakup fee. He has already agreed to buy Twitter and cannot back out.
That is why the bot issue is so important. If Musk can prove that Twitter made false claims to the SEC, he is allowed to get out of the deal. But if not, he must buy Twitter
Do a search for "Parent Termination Fee".
TL;DR: There is indeed a $1B termination fee.
For example, in the case of this acquisition, it seems almost impossible for the government to step in - so, the expected value (in the probability theory sense) of the downside is close to 0.
> The Merger Agreement also provides that Twitter, on one hand, or Parent and Acquisition Sub, on the other hand, may specifically enforce the obligations under the Merger Agreement, except that Twitter may only cause Mr. Musk’s equity financing commitment to be funded in circumstances where the conditions to Parent’s and Acquisition Sub’s obligations to consummate the Merger are satisfied and the debt and margin loan financing is funded or available. As described above, if the conditions to Parent’s and Acquisition Sub’s obligations to complete the Merger are satisfied and Parent fails to consummate the Merger as required pursuant to the Merger Agreement, including because the equity, debt and/or margin loan financing is not funded, Parent will be required to pay Twitter a termination fee of $1.0 billion.
https://www.sec.gov/Archives/edgar/data/1418091/000119312522...
I am not a lawyer so I am quite curious as to how that plays out.
Assuming he has it, could the courts force him to sell $40B in assets?
In principal, courts could either order him to complete the buyout (specific performance) or make those injured by his failure to do so whole (money damages). If they chose the former and he continued to fail to do so, he could be punished for contempt of court, either civil contempt (including, e.g., progressive fines and/or imprisonment until and unless he complied) or criminal contempt (fines or imprisonment of a set amount of period.)
IIRC, previous acquisitions that were attempted to be weaseled out of were forced to go through by the courts, when the acquisitor's finances weren't the issue.
EDIT: Ooh, the contract is public. Guess that makes sense, as it's a public company. Relevant to this, but section 8.1.d is the stanza relevant to this discussion. And the Act I definitions does define the "parent termination fee" at $1B.
https://www.sec.gov/Archives/edgar/data/0001418091/000119312...
Found via:
Saying something confidently does not make it so.
Several of these contracts have even gone to court, so their typical clauses are public knowledge (including the verdicts), even if the specifics are not.
EDIT: The actual contract is public (which makes sense, Twitter is public; a deal to buy would also be public). I have posted it in a sibling contract.
Then why does (or did) everyone believe Musk? Why do they believe everything else said confidently on the Internet?
It is also Musk. People know he's insane so that is an additional hit to the price. They know he'll do anything to get out of the deal. Doesn't mean he will.
And indeed, Musk's own letter to the SEC confirms that his sole reason for seeking the data is that it relates to his ability to acquire financing for the deal.
https://www.sec.gov/Archives/edgar/data/1418091/000110465922...
They are billionaires. They will come out on top because at the end of it they will still be a billionaire.
Name one billionaire that isn't on top.
Donald Trump.
If you want to pretend the end of his term and everything afterwards never happened, sure. But as of now, he's the ultimate example of spectacular failure despite his resources. He is still a billionaire, though. I suppose it depends on where you decide the top is.
That's exactly the "coming out on top" the original comment was referring to.
Are you referring to the fact he lost the most recent election? He did pretty good in my opinion, especially considering now notably unpopular he was in his first term. And his opponent got the most votes ever in history (and he was number 2!)
That's not really ending on a good note.
They made sure that they covered and did anything they could to stop him getting re-elected in 2020 which after losing lead to Jan 6th. Even after the acquittal, he is yet again still talked about running once again and did not run into another war.
I would have expected the media, and editors to have ignored him by now, but the fact they are finding it difficult to do so tells us that they are taking his possiblity of re-election seriously such that they know he could do it again.
Indeed, its not failure at all.
That's because the population is larger than ever in history.