4 ms·

Presumably he will have to pay the $1 billion walkaway penalty. But the complete collapse of his trustability among potential business partners will cost him a

Presumably he will have to pay the $1 billion walkaway penalty. But the complete collapse of his trustability among potential business partners will cost him a lot more.

xadhominemx 4y ago
No, he can’t pay the termination fee. He has to close the deal.
- freemint 4y ago
  He can't afford to close the deal either. Looks like some of his Tesla stocks will have to be liquidated.
fooey 4y ago
The $1b isn't a walkaway fee, it's a penalty if a 3rd party kills the deal They have a binding contract, there is no walking away without spending years in court In that contract, Musk even agrees he cannot contest Twitter forcing him to complete the purchase > 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 https://www.sec.gov/Archives/edgar/data/1418091/000119312522120474/d310843ddefa14a.htm https://www.sec.gov/Archives/edgar/data/1418091/000119312522...
- detritus 4y ago
  *squints, re-reads. Again I mean, notwithstanding the fairly arcane language - 'ouch'.
- freemint 4y ago
  "(If) the Parent (Elon Musk) 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"
  - xadhominemx 4y ago
    Yes, basically no matter what, if for some reason the deal cannot close (eg the government blocks it) he has to pay $1b. He still must try to close the deal.
grey-area 4y ago
No he’ll refuse to pay that.
thomassmith65 4y ago
Musk's behavior increasingly suggests he has psychiatric problems. Even if there is someone around him with the guts to suggest he seek help, he probably wouldn't listen. It would be callous of me explicitly to spell it out, but, going forward, his reputation may be the least of his worries.
- barrysteve 4y ago
  When did it become vogue to diagnose psychiatric problems from contract disputes? Even psychologists say you shouldn't do that. Psychology is the contemporary inquisitor, let it go.
  - thomassmith65 4y ago
    Fair enough: psychiatry is not a field in which I am an expert. To the extent that I have a diagnosis, it's nothing more specific than 'this behavior is starting to remind me of Elvis or Michael Jackson'
- dang 4y ago
  Please don't do internet psychiatric diagnosis on HN. It's a marker of low-quality threads. https://hn.algolia.com/?dateRange=all&page=0&prefix=false&query=by%3Adang%20%22internet%20psychiatric%20diagnosis%22&sort=byDate&type=comment https://hn.algolia.com/?dateRange=all&page=0&prefix=false&qu...
  - thomassmith65 4y ago
    No problem, happy to oblige.
- vt85 4y ago
  [dead]
JamesSwift 4y ago
As another commenter said, its not a get-out-of-jail-for-1b option. Thats a contingent on factors outside of Musks/Twitters control. Once you walk away and get into the realm of negligence it opens it up to a lot more in terms of damages.

Presumably he will have to pay the $1 billion walkaway penalty. But the complete collapse of his trustability among potential business partners will cost him a lot more.

xadhominemx 4y ago

No, he can’t pay the termination fee. He has to close the deal.

freemint 4y ago
He can't afford to close the deal either. Looks like some of his Tesla stocks will have to be liquidated.

fooey 4y ago

The $1b isn't a walkaway fee, it's a penalty if a 3rd party kills the deal They have a binding contract, there is no walking away without spending years in court In that contract, Musk even agrees he cannot contest Twitter forcing him to complete the purchase > 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 https://www.sec.gov/Archives/edgar/data/1418091/000119312522120474/d310843ddefa14a.htm https://www.sec.gov/Archives/edgar/data/1418091/000119312522...

detritus 4y ago
*squints, re-reads. Again I mean, notwithstanding the fairly arcane language - 'ouch'.
freemint 4y ago
"(If) the Parent (Elon Musk) 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"
- xadhominemx 4y ago
  Yes, basically no matter what, if for some reason the deal cannot close (eg the government blocks it) he has to pay $1b. He still must try to close the deal.

grey-area 4y ago

No he’ll refuse to pay that.

thomassmith65 4y ago

Musk's behavior increasingly suggests he has psychiatric problems. Even if there is someone around him with the guts to suggest he seek help, he probably wouldn't listen. It would be callous of me explicitly to spell it out, but, going forward, his reputation may be the least of his worries.

barrysteve 4y ago
When did it become vogue to diagnose psychiatric problems from contract disputes? Even psychologists say you shouldn't do that. Psychology is the contemporary inquisitor, let it go.
- thomassmith65 4y ago
  Fair enough: psychiatry is not a field in which I am an expert. To the extent that I have a diagnosis, it's nothing more specific than 'this behavior is starting to remind me of Elvis or Michael Jackson'
dang 4y ago
Please don't do internet psychiatric diagnosis on HN. It's a marker of low-quality threads. https://hn.algolia.com/?dateRange=all&page=0&prefix=false&query=by%3Adang%20%22internet%20psychiatric%20diagnosis%22&sort=byDate&type=comment https://hn.algolia.com/?dateRange=all&page=0&prefix=false&qu...
- thomassmith65 4y ago
  No problem, happy to oblige.
vt85 4y ago
[dead]

JamesSwift 4y ago

As another commenter said, its not a get-out-of-jail-for-1b option. Thats a contingent on factors outside of Musks/Twitters control. Once you walk away and get into the realm of negligence it opens it up to a lot more in terms of damages.