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Comment by jrochkind1 | Hacker News Reader

I may be missing something, but would it have been that hard to fail to get financing and get out of it, since it was a bad deal that others shouldn't want to finance, if he had started working on failing to get financing before he... succefully lined up financing?

I guess it would have been a hit to his ego if he had failed to get financing... it'll probably be a bigger one to drive twitter into the ground and throw away his and others billions.

The whole thing is very bizarre from the start to now.

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If you look at the timeline, he made an unsolicited offer with no details, the twitter BoD instituted a poison pill, then he lined up all the financing and made a second ("final") offer with very specific details about the funding (including commitment letters for the loans), then he negotiated to buy it with no due diligence, etc. Morgan Stanley, etc, already agreed to loan the money back in April. At the time, the big banks did want to finance it!

Why did he not do any due diligence before buying? It's not like he had FOMO he was going to miss out. That's the part I don't understand in all of this.

No idea, but he seems like the kind of guy whose ego can't suffer from the embarrassment of being called out. It wouldn't surprise me at all if he did all this just because he was incapable of losing face for acting like an idiot. Joke's on him though.

They would have liquidated him -- and that would have crashed the Tesla stock (more than now anyways).

Twitter leadership and board really walked away from this with the winning hand didn’t they.

The first fired employees too, imo. If it all goes up in flames those that remain might get to keep their laptop.

My Dad told me a story from the dot-com bust:

To save money at the time he drove a van for a carpool service (he could use it for free as a result). A lot of the guys on his van were in tech.

When the first rounds of layoffs hit, guys would get on at the end of the day and they would talk about their severance. The first question in response to “I got laid off” was “What’s your severance?”

At one point deep into 2002, he remembered a change. Now guys were getting on the van with all their stuff in a box. He played the game, even though he wasn’t in tech, and asked one of the guys with a box, “What’s your severance?”

He just got a flat look in response.

I think there was a $1 billion fine if he quit the deal.

That would have stung.

probably less than what he'll lose with this scenario

Tbh I thought that was the entire play. $1 billion is way cheaper than $44 and whatever he just sold of Tesla to keep Twitter afloat.

Jack hyping Elon as twitter’s great hope and such I almost expected this was some subtle game to get that $1 billion to Twitter

Now I can’t help but wonder if Jack was tweeting such praise to goad Elons ego into it. But in hindsight I’m probably giving these guys too much credit

Jack was privately talking the same to Elon. You can read more in the discovery documents (Elon's messages).

The gist was it that Jack believes Twitter should be not be a company and he believed Musk will take it there. Not sure I agree.

He couldn't quit the deal, he would have (probably gladly) taken only a billion loss

No, there's a $1B fee under extremely limited circumstances. There is no written agreement on how to handle any other circumstance (hence the court case).

> Either Twitter or Parent may terminate the Merger Agreement if, among certain other circumstances, (1) the Merger has not been consummated on or before October 24, 2022, which date will be extended for six months if the closing conditions related to applicable antitrust and foreign investment clearances and the absence of any applicable law or order making illegal or prohibiting the Merger have not been satisfied as of such date; or (2) Twitter’s stockholders fail to adopt the Merger Agreement. Twitter may terminate the Merger Agreement in certain additional limited circumstances, including to allow Twitter to enter into a definitive agreement for a competing acquisition proposal that constitutes a Superior Proposal (as defined in the Merger Agreement). Parent may terminate the Merger Agreement in certain additional limited circumstances, including prior to the adoption of the Merger Agreement by Twitter’s stockholders if the Board recommends that Twitter’s stockholders vote against the adoption of the Merger Agreement or in favor of any competing acquisition proposal.

> ...

> 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. 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; 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. [1]

[1]: https://www.sec.gov/Archives/edgar/data/1418091/000119312522...

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