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Comment by georgeecollins | Hacker News Reader

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.

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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.

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

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).

> 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.

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.

The lenders agreement is with Musk, not Twitter

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.

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.

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.

I suppose it's something that would be extensively argued in court if Twiiter decides to sue.

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?

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

So, what, he spent several billion dollars on ten percent of Twitter as part of his plan to tank the company?

Which will obviously not even tank the company because clearly everyone sees what the product is and they see what the ad output is (pretty abysmal). So the big reveal is… nothing revelatory.

This theory doesn’t really make sense and is really covering for Musk’s incompetence or a deeper nefariousness: he needed a very public excuse to offload $8B of his TSLA stock without spooking the market, and he’s happy to pay a $1B+ fee to have been able to do that

It's been stated multiple times in this thread that he can't walk away just by paying $1B.

If he wanted to only offload $8B TSLA stock and not buy the company, why put that possibility way more out of reach by waiving due dilligence and accepting the special performance clause?

Are we also to assume that he has managed to assemble the most abjectly incompetent team of lawyers in the world as well?

If I want to buy a house, I can make my offer more compelling by raising the bid, by waiving inspections, or by waiving a finance contingency.

I can't imagine it NOT being above 5%. I'd bet it's over 25%. But I am hoping real numbers come out of this.

I wouldn't be surprised. A lot of outside researchers have come up with results like "at least 20%" over the years.

I bet it's 95% fake

credo quia absurdum

Twitter doesn't ever claim its bot numbers are 5%. Only Musk says Twitter says that. Twitter says its mDAU (critically important distinction and definition, check SEC filing for what it means) is under 5% bots which is a different number entirely than what you might think of as "bot count". Musk is knowingly and intentionally confusing the two to get people to think Twitter is lying about their numbers. If 50% of the accounts on twitter were bots it would not matter to what Twitter's actually saying in their SEC filings, which is that the users logging in daily using hard clients that display ads is <5% fraudulent.

this makes very little sense? in what way would a bot ever be monetizable and "view" ads?

for example, if they are using twitter via a script-controlled headless (or even non-headless) browser

That's exactly it, a bot using headless client or something would "view" the ad (trigger download of the ad, etc.) but not be a real person (no eyeballs on the ad). Hence, that instance of the ad display was fake/fraud/bot. Customers of twitter (i.e. people paying twitter to show their ads) are interested in this number. Also, investors are interested in that number. Twitter says <5% of its ad-showings are fraudulent - this lets investors say "Twitter's revenue is mostly genuine". That is why the metric is reported - it's for financial/investing purposes, not a claim about how full of bots their system is.

In concrete numbers, twitter is saying there are 1 billion twitter accounts, but most of those are bots or inactive accounts or API accounts or people posting through Tweetdeck (no ads) or joke/duplicate accounts or developer test accounts or... but 230 million of the users per day use a client that shows ads. And of that subset, less than 5% are generating those ad views fraudulently.

If twitter's been lying about that (i.e. their revenue) all along to the SEC that would be a problem for twitter, though not a big enough problem for Musk's claims in his Notice yesterday to work out in his favour.

I guess its a good thing they very specifically didn't claim its <=5%, but instead claim "5% is a guess that we made with some specific asssumptions, but we also applied human judgement to classify bots and so it possibly is higher".

But they have to knowingly misrepresent something (tough to prove) and what they misrepresent has to be material to the deal. Twitter never ever said "we guarantee bots are 5%" they just said that was their estimate and they particularly said in their 10ks that they weren't sure.

Elon said he was going to "fix the bot problem" so claiming he was mislead about this is not going to be very convincing.

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.

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