Any good resources on the deal structure?
Any good resources on the deal structure?
ETA: Financing the Merger section of the proxy lays all this out:
https://www.sec.gov/Archives/edgar/data/1418091/000119312522...
Pursuant to a debt commitment letter (which we refer to as the “debt commitment letter”), Morgan Stanley Senior Funding, Inc. and the other financial institutions party thereto committed to provide to Acquisition Sub (which we collectively refer to as the “bank debt financing”):
• a senior secured term loan facility in an aggregate principal amount of $6.5 billion;
• a senior secured revolving facility in an aggregate committed amount of $500.0 million;
• up to $3.0 billion in aggregate principal amount of senior secured bridge commitments (which commitments may be replaced by the proceeds of the issuance of one or more series of senior secured notes (in escrow or otherwise) pursuant to a Rule 144A offering or other private placement, as contemplated by the debt commitment letter); and
• up to $3.0 billion in aggregate principal amount of senior unsecured bridge commitments (which commitments may be replaced by the proceeds of the issuance of one or more series of senior unsecured notes (in escrow or otherwise) pursuant to a Rule 144A offering or other private placement, as contemplated by the debt commitment letter).I’m amazed we haven’t had several high profile ‘jumped out of window’ events related to this already. Seriously, who thought it was a good idea to sign off in this from the financier side?
I’m amazed
Thus: the estimate for ~10% for the overall debt deal. The fixed-portion of the debt is already hilarious to look at, IIRC Morgan Stanley expected 11% yields for the CCC tranche, but are now looking at 16%+. Morgan Stanley's losses are already in the hundreds-of-millions.
Here's an archived Bloomberg quick-take back when the debt was financed last April.
Here's some commentary on the subject:
* https://fortune.com/2022/10/05/elon-musk-flipflop-twitter-ba...
* https://www.axios.com/pro/media-deals/2022/10/05/musk-twitte...
My understanding is that normally the banks would have sold this debt long before the deal closed. However due to Elon's putting the deal "on hold" and what followed, the bank wasn't able to do the usual road show to sell the debt to investors. The banks are on the hooks for this now. And while they will likely be able to package and sell it still, they will be doing so in a much different environment than back in April when Elon made the offer to buy the company.