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> I mean there's a $1B break-up fee in the contract. I don't know why he doesn't just pay that and end the fiasco... People keep repeating this wildly untrue t

> I mean there's a $1B break-up fee in the contract. I don't know why he doesn't just pay that and end the fiasco... People keep repeating this wildly untrue thing as if it is fact. The merger contract is a public document. Show us where it says he can just pay $1B and walk away if he changes his mind.

stonemetal12 4y ago
https://www.sec.gov/Archives/edgar/data/1418091/000119312522120474/d310843ddefa14a.htm https://www.sec.gov/Archives/edgar/data/1418091/000119312522... >Upon termination of the Merger Agreement under other specified limited circumstances, Parent will be required to pay Twitter a termination fee of $1.0 billion. ... (1) the conditions to Parent’s and Acquisition Sub’s obligations to consummate the Merger are satisfied and the Parent fails to consummate the Merger as required pursuant to, and in the circumstances specified in, the Merger Agreement; or (2) Parent or Acquisition Sub’s breaches of its representations, warranties or covenants in a manner that would cause the related closing conditions to not be satisfied. Mr. Musk has provided Twitter with a limited guarantee in favor of Twitter (the “Limited Guarantee”). The Limited Guarantee guarantees, among other things, the payment of the termination fee payable by Parent to Twitter, subject to the conditions set forth in the Limited Guarantee. I am not contract law knowledgeable, but how is 1 not a get out of it for a billion clause that you say is untrue.
- kadoban 4y ago
  It's not written as a choice Musk has. That fee only comes into play if the deal fails to go through for reasons outside of his control.
- Volundr 4y ago
  Your ... leaves out the "specified limited circumstances". If you read those you'll note none of them include Musk changing his mind.
  - stonemetal12 4y ago
    1 is the "specified limited circumstances", that is Twitter does what it is supposed to do, and Musk "fails to consummate the Merger". It doesn't say why he fails just if he does.
    - Volundr 4y ago
      Except you cut part of the sentence there. The full clause is "Specifically, this termination fee is payable by Parent to Twitter if the Merger Agreement is terminated by Twitter because (1) the conditions to Parent’s and Acquisition Sub’s obligations to consummate the Merger are satisfied and the Parent fails to consummate the Merger as required pursuant to, and in the circumstances specified in, the Merger Agreement;" The "terminated by Twitter" is important. Musk does not have the right to terminate. Twitter has not terminated the acquisition.

stonemetal12 4y ago

https://www.sec.gov/Archives/edgar/data/1418091/000119312522120474/d310843ddefa14a.htm https://www.sec.gov/Archives/edgar/data/1418091/000119312522... >Upon termination of the Merger Agreement under other specified limited circumstances, Parent will be required to pay Twitter a termination fee of $1.0 billion. ... (1) the conditions to Parent’s and Acquisition Sub’s obligations to consummate the Merger are satisfied and the Parent fails to consummate the Merger as required pursuant to, and in the circumstances specified in, the Merger Agreement; or (2) Parent or Acquisition Sub’s breaches of its representations, warranties or covenants in a manner that would cause the related closing conditions to not be satisfied. Mr. Musk has provided Twitter with a limited guarantee in favor of Twitter (the “Limited Guarantee”). The Limited Guarantee guarantees, among other things, the payment of the termination fee payable by Parent to Twitter, subject to the conditions set forth in the Limited Guarantee. I am not contract law knowledgeable, but how is 1 not a get out of it for a billion clause that you say is untrue.

kadoban 4y ago
It's not written as a choice Musk has. That fee only comes into play if the deal fails to go through for reasons outside of his control.
Volundr 4y ago
Your ... leaves out the "specified limited circumstances". If you read those you'll note none of them include Musk changing his mind.
- stonemetal12 4y ago
  1 is the "specified limited circumstances", that is Twitter does what it is supposed to do, and Musk "fails to consummate the Merger". It doesn't say why he fails just if he does.
  - Volundr 4y ago
    Except you cut part of the sentence there. The full clause is "Specifically, this termination fee is payable by Parent to Twitter if the Merger Agreement is terminated by Twitter because (1) the conditions to Parent’s and Acquisition Sub’s obligations to consummate the Merger are satisfied and the Parent fails to consummate the Merger as required pursuant to, and in the circumstances specified in, the Merger Agreement;" The "terminated by Twitter" is important. Musk does not have the right to terminate. Twitter has not terminated the acquisition.