4 ms·

> Musk should just pay the break fee of $1bn, and renegotiate for $42.69 or whatever meme number he fancies. Why pay $42bn total for something when you can get

> Musk should just pay the break fee of $1bn, and renegotiate for $42.69 or whatever meme number he fancies. Why pay $42bn total for something when you can get it for $30bn. That's not really how the break fee works. There's a specific performance clause that allows Twitter to force Musk to go through with the deal as long as he has the money (which, shockingly, seems to have come through). They'd only give up on that and take the break fee if the deal was truly over and they were prepared to say no to a lower offer.

throwawaylinux 4y ago
Interesting. Is this deal public somewhere? Does it include any clauses relating to Twitter misrepresenting of their userbase?
- hooande 4y ago
  Yes, it is public though I don't have a link. To the best of my knowledge, Twitter is accountable to the SEC if they materially misrepresented any numbers about their business. I don't think the deal has any specific language about that.
- danielmarkbruce 4y ago
  https://www.bamsec.com/filing/119312522120461/2?cik=1418091 https://www.bamsec.com/filing/119312522120461/2?cik=1418091 4.6
Flankk 4y ago
I looked it up and the news seems to be reporting what you said, but it is not true. Section 9.9 of the agreement is contingent on a bunch of conditions being met, after which the deal is forced through if it is also funded. For some reason the media misreported it out of context. The break fee is paid by either Twitter or Elon, depending on who cancels the deal.
ckastner 4y ago
I admittedly haven't checked the full agreement, but if that is the case, then the angle over the less than 5% spammers/bots makes even more sense, if that number was indeed part of the agreement.
- bryananderson 4y ago
  1) That number was not part of the agreement 2) What is part of the agreement is that Musk waived his right to due diligence 3) That number is part of Twitter’s usual investor disclosure, but with a caveat that it may be wrong; besides, Musk may only break the deal if any incorrect disclosure constitutes a “Material Adverse Event” which in Delaware law means he must prove it affects the value of the company by at least 40%, which this obviously does not
  - danielmarkbruce 4y ago
    If you look at the reps and warranties - section 4.6 probably gives musk an out if the 5% is materially off.
    - cmeacham98 4y ago
      > We currently estimate that false or spam accounts represent less than 5% of our MAUs. However, this estimate is based on an internal review of a sample of accounts and we apply significant judgment in making this determination. Here's the actual quote from Twitter's IPO. 0% chance Musk is convincing a judge this statement is "materially off" given the amount of disclaimers attached. Similar statements in more recent fillings have all come with similar disclaimers to the best of my knowledge.
      - danielmarkbruce 4y ago
        Yep, agreed. It doesn't seem like he has much of a shot. The only way it seems possible is if they knew it was materially off, there are internal docs with analysis showing something like 10%, and they just lied and put some language around it to give them wiggle room. That's maybe a 20% chance?

throwawaylinux 4y ago

Interesting. Is this deal public somewhere? Does it include any clauses relating to Twitter misrepresenting of their userbase?

hooande 4y ago
Yes, it is public though I don't have a link. To the best of my knowledge, Twitter is accountable to the SEC if they materially misrepresented any numbers about their business. I don't think the deal has any specific language about that.
danielmarkbruce 4y ago
https://www.bamsec.com/filing/119312522120461/2?cik=1418091 https://www.bamsec.com/filing/119312522120461/2?cik=1418091 4.6

Flankk 4y ago

I looked it up and the news seems to be reporting what you said, but it is not true. Section 9.9 of the agreement is contingent on a bunch of conditions being met, after which the deal is forced through if it is also funded. For some reason the media misreported it out of context. The break fee is paid by either Twitter or Elon, depending on who cancels the deal.

ckastner 4y ago

I admittedly haven't checked the full agreement, but if that is the case, then the angle over the less than 5% spammers/bots makes even more sense, if that number was indeed part of the agreement.

bryananderson 4y ago
1) That number was not part of the agreement 2) What is part of the agreement is that Musk waived his right to due diligence 3) That number is part of Twitter’s usual investor disclosure, but with a caveat that it may be wrong; besides, Musk may only break the deal if any incorrect disclosure constitutes a “Material Adverse Event” which in Delaware law means he must prove it affects the value of the company by at least 40%, which this obviously does not
- danielmarkbruce 4y ago
  If you look at the reps and warranties - section 4.6 probably gives musk an out if the 5% is materially off.
  - cmeacham98 4y ago
    > We currently estimate that false or spam accounts represent less than 5% of our MAUs. However, this estimate is based on an internal review of a sample of accounts and we apply significant judgment in making this determination. Here's the actual quote from Twitter's IPO. 0% chance Musk is convincing a judge this statement is "materially off" given the amount of disclaimers attached. Similar statements in more recent fillings have all come with similar disclaimers to the best of my knowledge.
    - danielmarkbruce 4y ago
      Yep, agreed. It doesn't seem like he has much of a shot. The only way it seems possible is if they knew it was materially off, there are internal docs with analysis showing something like 10%, and they just lied and put some language around it to give them wiggle room. That's maybe a 20% chance?