Elon Musk notifies Twitter he is terminating deal | Hacker News Reader

Elon Musk notifies Twitter he is terminating deal

cnbc.com

61 pointsuptown27 comments

Maybe (probably) I'm missing stuff, but it looks to me like Musk announced the deal, but either never had any intention of completing it, or almost immediately lost interest in completing it.

So... what exactly was that all about?

Josh Wolfe (an investor with Lux Capital) has claimed it was a ruse to liquidate Tesla stock en masse without Tesla hodlers getting suspicious. https://twitter.com/wolfejosh/status/1545387947578597376

Interesting. A clever play, if it's true.

You misspelled fraud.

I think that's silly. He already sold tons in the last 6 months just to pay taxes. Did he sell extra?

Selling to pay taxes doesn’t spook investors as much as a CEO selling stock in their own company just to hold the cash.

Not only was it blatantly obvious from the start, but it wasn’t the first time Elon liquidated Tesla shares while misdirecting. Both his fans and the media continue to fall for his distractions to this day.

https://www.wsj.com/articles/twitter-voters-back-idea-of-elo...

https://www.autonews.com/executives/elon-musks-tweet-about-t...

The stock market went way down, twitter suddenly cost much less. Tesla worth less too, so harder to use it as collatoral.

(much) more likely explanation is that market tanked in the interim.

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.

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

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

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/1418091/000119312522...

*squints, re-reads. Again

I mean, notwithstanding the fairly arcane language - 'ouch'.

"(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"

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.

No he’ll refuse to pay that.

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.

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.

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'

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&qu...

No problem, happy to oblige.

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.

He has been trying to produce excuses to justify this for weeks so he wouldn't have to pay the cancellation price that he agreed to. It should have been clear to everyone by now he had no attention of actually doing anything beyond getting attention.

So is this securities fraud? Also, I’m guessing if he sold any stock he’ll go down for insider trading since he knew he was going to bail right? So either he’s in for a huge loss as the sale falls through or if he sold he’s in for a huge fine right? I mean outside of the 1b penalty of cause.

The pump and dump strikes again!

News so apparent that no one has any care to embellish upon it.

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