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Right- he waived diligence. Twitter has no obligation to prove anything to him. Twitter is obligated to give him documents if they are reasonable to request a

Right- he waived diligence. Twitter has no obligation to prove anything to him. Twitter is obligated to give him documents if they are reasonable to request and helpful for him in financial planning. If the documents Twitter has on hand are flawed or not comprehensive, that doesn't give a pretext to leave the deal. I am sure his lawyers know this and it will all be negotiated.

fundad 4y ago
How can any judgement in Twitter’s favor be enforced? Mail a bill for $1B or more and somehow collect the debt? Maybe the bank could choose to execute the purchase agreement but why would they since they (ironically) can’t force him physically show up and run Twitter. I doubt SEC has any measures they can take through Tesla which would be weird. He didn’t agree to “specific performance” expecting that to matter to him.
meragrin_ 4y ago
If Twitter fails to provide reasonable access to data necessary to secure debt to finance the purchase, it does indeed give a pretext to leave the deal. It is part of the merger agreement. You can't tell me that a lender would not want some independent assessment of Twitter's claims before lending.
- ImPostingOnHN 4y ago
  it seems he was given access to the Firehose, AKA all the data, but curiously failed to mention that in his filing (I guess it was enough, and he had no complaints?), instead complaining about rate limiting on more specific APIs (the standard Twitter API), which seem extraneous given the Firehose also, said rate limits were lifted
  - sokoloff 4y ago
    The firehose is not all the data. Twitter’s value depends heavily on human views of tweets (not part of the firehose), not on the tweets’ content (the firehose).
- tsimionescu 4y ago
  > You can't tell me that a lender would not want some independent assessment of Twitter's claims before lending. The lenders have already agreed to the deal, where any such verification was waived.
  - DoesntMatter22 4y ago
    That's just you making something up. Elon waived his due diligence but that doesn't have anything to do with the lender. The lender can back out unless they also have some type of clause in which they are lending it without any concern at all, which of course they don't.
    - Marazan 4y ago
      The lenders agreement is with Musk, not Twitter
    - dspillett 4y ago
      Even if that is the case, it is between Musk and the lender(s). None of twitter's business, not twitter's problem (directly). If one or more of the lenders did back out it might not look good for then as a reliable partner for future deals (not just with musk) - would they take that reputational risk? Especially right now when Musk is taking any flack as someone who doesn't keep their word.
redeeman 4y ago
waiving diligence does not mean that twitter can misrepresent things though. I do not know what the true amount of bot participants are, but IF it is above 5%, that would not be something "due diligence" had to discover, twitter says <=5%, and it had better be that then.
- FireBeyond 4y ago
  Given that this is the numbers and methodology that Twitter has used for many years in SEC filings, Musk is implying that Twitter has been deceptive to its own investors and to the SEC for years. This isn't impossible, but it might require a little more than a page or two of vague accusations.
  - asvitkine 4y ago
    I suppose it's something that would be extensively argued in court if Twiiter decides to sue.
  - zrobotics 4y ago
    This is absolutely pure speculation, but perhaps that is Musk's motive for this whole charade. He is erratic enough that it certainly seems possible that he did this whole acquisition agreement with no intention of following through simply to unveil information to discredit Twitter. It certainly doesn't appear from the outside that Musk had any ideas for making money on this by materially improving Twitter as a business from anything I've read. The justifications about free speech seem to taint this deal with Musk having an ideological bent to the whole transaction, so it seems possible that he thought he could use the buyout to access damaging information (like potentially lying on SEC filings) and then back out without spending the full amount. Honestly, waiving due-diligence is so sketchy that it has made me wonder from the start what his true endgame was. If he did want to buy the company, what did he gain by waiving his due-diligence rights?
    - gfody 4y ago
      bingo. if you want to assume bad faith why not go whole hog - Musk never intended to buy Twitter because he never believed they have what they claim to have, it's all a big scam involving inauthentic accounts and now the world knows it too it probably couldn't technically be due diligence without the lawyers deadlocking on how to prove the authenticity of a twitter account

fundad 4y ago

How can any judgement in Twitter’s favor be enforced? Mail a bill for $1B or more and somehow collect the debt? Maybe the bank could choose to execute the purchase agreement but why would they since they (ironically) can’t force him physically show up and run Twitter. I doubt SEC has any measures they can take through Tesla which would be weird. He didn’t agree to “specific performance” expecting that to matter to him.

meragrin_ 4y ago

If Twitter fails to provide reasonable access to data necessary to secure debt to finance the purchase, it does indeed give a pretext to leave the deal. It is part of the merger agreement. You can't tell me that a lender would not want some independent assessment of Twitter's claims before lending.

ImPostingOnHN 4y ago
it seems he was given access to the Firehose, AKA all the data, but curiously failed to mention that in his filing (I guess it was enough, and he had no complaints?), instead complaining about rate limiting on more specific APIs (the standard Twitter API), which seem extraneous given the Firehose also, said rate limits were lifted
- sokoloff 4y ago
  The firehose is not all the data. Twitter’s value depends heavily on human views of tweets (not part of the firehose), not on the tweets’ content (the firehose).
tsimionescu 4y ago
> You can't tell me that a lender would not want some independent assessment of Twitter's claims before lending. The lenders have already agreed to the deal, where any such verification was waived.
- DoesntMatter22 4y ago
  That's just you making something up. Elon waived his due diligence but that doesn't have anything to do with the lender. The lender can back out unless they also have some type of clause in which they are lending it without any concern at all, which of course they don't.
  - Marazan 4y ago
    The lenders agreement is with Musk, not Twitter
  - dspillett 4y ago
    Even if that is the case, it is between Musk and the lender(s). None of twitter's business, not twitter's problem (directly). If one or more of the lenders did back out it might not look good for then as a reliable partner for future deals (not just with musk) - would they take that reputational risk? Especially right now when Musk is taking any flack as someone who doesn't keep their word.

redeeman 4y ago

waiving diligence does not mean that twitter can misrepresent things though. I do not know what the true amount of bot participants are, but IF it is above 5%, that would not be something "due diligence" had to discover, twitter says <=5%, and it had better be that then.

FireBeyond 4y ago
Given that this is the numbers and methodology that Twitter has used for many years in SEC filings, Musk is implying that Twitter has been deceptive to its own investors and to the SEC for years. This isn't impossible, but it might require a little more than a page or two of vague accusations.
- asvitkine 4y ago
  I suppose it's something that would be extensively argued in court if Twiiter decides to sue.
- zrobotics 4y ago
  This is absolutely pure speculation, but perhaps that is Musk's motive for this whole charade. He is erratic enough that it certainly seems possible that he did this whole acquisition agreement with no intention of following through simply to unveil information to discredit Twitter. It certainly doesn't appear from the outside that Musk had any ideas for making money on this by materially improving Twitter as a business from anything I've read. The justifications about free speech seem to taint this deal with Musk having an ideological bent to the whole transaction, so it seems possible that he thought he could use the buyout to access damaging information (like potentially lying on SEC filings) and then back out without spending the full amount. Honestly, waiving due-diligence is so sketchy that it has made me wonder from the start what his true endgame was. If he did want to buy the company, what did he gain by waiving his due-diligence rights?
  - gfody 4y ago
    bingo. if you want to assume bad faith why not go whole hog - Musk never intended to buy Twitter because he never believed they have what they claim to have, it's all a big scam involving inauthentic accounts and now the world knows it too it probably couldn't technically be due diligence without the lawyers deadlocking on how to prove the authenticity of a twitter account