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Vegas64

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Everything posted by Vegas64

  1. I guess I don’t get the joke. As I stated it seems a reasonable take. There is room for intelligent people to disagree but it’s hardly as absurd or outlandish to be characterized as a joke.
  2. The Anaplan/PE re-pricing case study referenced, in full in a spoiler, for those who care. It's absolutely something Elon/Twitter know about. Here is the net net: Anaplan’s board was annoyed, but also intimidated: The market had dropped, and fighting this would be risky: On the morning of June 4, 2022, members of Anaplan management held a teleconference with representatives of Goldman Sachs and Qatalyst Partners to discuss the Disputed Matters. Anaplan management informed the representatives of the reduced $61.00 per share price proposed by Thoma Bravo. Representatives of Goldman Sachs and Qatalyst Partners provided their views that the conditions in the financial markets had deteriorated since the time of the signing of the Original Merger Agreement, and that the trading prices of peer companies of Anaplan had recently declined substantially in the public equity markets. Representatives of Goldman Sachs and Qatalyst Partners discussed their preliminary views of Thoma Bravo’s proposed per share price change and discussed their views that if the dispute was not resolved in Anaplan’s favor, the potential termination of the Original Merger Agreement could have a significant negative impact on the trading price of the Anaplan common stock. Anaplan management discussed with representatives of Goldman Sachs and Qatalyst Partners that, should these conditions in the financial markets continue to exist, the potential for a transaction with another prospective bidder at a price near $66.00 per share in such situation would be unlikely. So they agreed to the retrade, though they managed to negotiate Thoma Bravo up to $63.75, a price cut of $2.25 per share, or 3.4%, or about $400 million total. They also expressed their annoyance, to Thoma Bravo and in the proxy statement:
  3. Spoiled it for those who don’t care but the net net is that you never 100% know how a court will rule (in business or politics)so there is always risk. Settling is a de-risking and risk management move 1000% of the time. In 2016, Revlon Inc. borrowed $1.8 billion from some banks and hedge funds using a seven-year term loan secured by Revlon’s assets. Citibank NA advised on the loan and served as its administrative agent. In 2019 and 2020, Revlon took some of the collateral for the 2016 term loan and snuck it out, away from the lenders: It put much of its intellectual property, including brands like American Crew, Elizabeth Arden, Almay and Mitchum, into new subsidiaries (generally called “BrandCo”) that did not secure the 2016 loan. It borrowed some new money secured by those brands, and rolled some of the old term lenders into the new facility in order to get them to vote to approve it. There were various shenanigans involved, including doing a new revolving loan under the 2016 credit agreement in order to get just enough votes to approve the new deal. We have discussed the basic form of this many times before: If you are a company in trouble, you pay off 51% of your lenders to get them to approve hosing the other 49%. That’s what happened here: Revlon gave some of its lenders a new loan with better security (those brands), making the security for the other lenders worse. (This is explained in more detail here.) The 2016 lenders who didn’t participate in the new BrandCo deal were annoyed: Their collateral had disappeared, and now they were effectively junior to the 2020 lenders. They sued Revlon, Citibank and various other people, claiming that the BrandCo deal violated the 2016 credit agreement and was invalid. If they won … I dunno, it would be a mess if they won, but generally speaking if they won then they would get those brands back as collateral for their loans. The day before they filed that lawsuit, Citi paid them off by accident. Oops! This was very funny and we have talked about it a lot, but the gist is that Citi, as administrative agent for the loan, was supposed to pass along a small interest payment from Revlon and accidentally paid off the whole loan with its own money. Citi politely asked the 2016 lenders for the money back, but the lenders were really mad at Citi for helping with the BrandCo transaction, so some of them — who had gotten about $500 million of Citi’s money — said no. Citi sued them and, somewhat shockingly, lost. Citi appealed. I assume Citi will win on appeal, but then I assumed they’d win in the trial court so who knows. The appeal is still pending and could take a while. Meanwhile the thing everyone worried about happened, and Revlon filed for bankruptcy last week.
  4. There are actually to recent and relevant business cases that I’d point to (and I’ll link when I get home or you can Google) which node in Elon’s favor despite not having the technical and legal high ground. At the very least these are inputs in Twitters risk calculus: - Anaplan and their takeover of a PE firm that did the same thing as Elon due to the tech sell off and forced Anaplan to renegotiate at a lower price - Revlon and Citi where one obviously accidentally paid off a couple hundred million dollar loan instead of a much smaller interest payment and all legal beagles said they had an open and shut legal case and the judge ruled against them in a surprise and it’s tied up in appeals (and Revlon since filed for bankruptcy protection while becoming a meme stonk).
  5. My understanding is because these lawsuits are always expensive. And long drawn out. When you have the resources in money to burn and the top legal pros you can prolong and obfuscate and delay and appeal and all manner of shenanigans to make it more convenient and painless to make the headache go away. And the richest man in the world has those resources in spades, along with a contrarian and pest personality. But you bring up a good point in that if you are Bret Taylor and Twitter, you probably (though who really knows) win this and stick Elon with the big bill and failing business. But here is the risk as I see it as an organizational leader: You have a situation that is causing a lot of noise and distraction within the business right now. Twitter is in a hiring freeze and just laid off a bunch of folks last week. Uncertainty is the middle part of FUD after all and it’s known to cripple momentum and efficiencies and culture. You have leaders without autonomy (current CEO), you have Elon with his fear mongering of how he would run Twitter (no WFH, inefficient headcounts, inefficient GTM, etc.) so you have a confused employee base. The good employees are leaving, have left or are planning to leave and the rest are just going to collect a check. No strategic imperatives will be driven forward. Stock price will continue to crater. All of this is a recipe for, at best a further declining business, at worst an existential crisis. You stick Elon with this flaming turd and get paid out big, Bret Taylor and Twitter BoM are brilliant. The risk is a less than optimal outcome and Twitter is a dumpster fire and they have to clean it up with Elon skating away for a billion bucks or some other slap on the wrist amount of money which doesn’t go near far enough to make Twitter whole from the damage that will be caused.
  6. Agree 100%, but this doesn’t explain why the poster responded to the guy asking of his post (and to an extent this take) is a joke. Am I missing the incredulity?
  7. Curious why you asked it in that way, as I found the practicalities of the post to be what is probably most accurate. Twitter has a good legal case but doesn’t have the runway and bandwidth and appetite or tolerance for distraction and lengthy noise that Elon presumably has. It seems obvious Elon is being a goon and using his leverage to negotiate a better deal based on the market dump and/or trying to get out of it entirely for a billion dollars.
  8. I hear this and generally do, but it’s also okay to acknowledge this new practice is an absolute money grab as well and is being enabled by disruptive fintech hardware like Toast and Clover (glorified iPads for SMB/cheap) and Stripe/iPad POS to where I can’t go to a donut store without being asked to tip 20% for what has always been an order at the counter and pay list price experience. Same for any manner of these from food trucks to taco shops and everything else in between that is not a corporate franchise using an interconnected NCR type POS machine.
  9. Also every time Sam Neil was on the screen in a quieter scene I turned to wife and sang “Ricky Baker- Ahhhh”. It got old after the first time and im pretty sure I was the only one who thought it was funny.
  10. Thought it was entertaining. The first 20% was horrible. But when it became James Bond with Dinosaurs in Malta it was a fun time from then on.
  11. I feel like smoking pot should be on there.
  12. It has been known and that's been our concern, dude. Desantis seems to be being groomed (no pun intended) to be the heir apparent to GQP idiotdom. The DNC should have been working on a succession plan to nominate their own Biden replacement for 2024 who can win, complete with whisper campaigns and whisper money and building hype and momentum in the back channels, but we seem okay with trying to ride Biden like the old gray horse until he collapses.
  13. Have to admit, that is a funny way to resign.
  14. My neighbor put a Let's Go Brandon sticker on his truck. This is the idiot world we still live in.
  15. Nope. I am going to take the extra 30-60 seconds to check the order in the drive-thru at the window 100% of the time. Sorry.
  16. Yep this is me. I will taste a sip before driving off just to be 100% sure and many times have had to hand it back.
  17. This seems like a problem with David Dennison's post about ratings in the 20's. We need AoC to decide it's her time. No. more. geriatrics.
  18. Agree it had nothing to do with being gay but more that Pete has the rich young bright wunderkind McKinsey stink on him. Kitchen table issues with Joe Six Pack Democrats and minorities don't trust or like someone too smarty pants for them. Story as old as time.
  19. It doesn’t matter. It doesn’t matter if she said F Trump or F Biden or I hate America or whatever. She is an American citizen. You bring her back home if you can and then we can all debate and politic later. The only character trait that matters is one that says she born on American soil and we have a duty to protect her. Even if we think she sucks. Maybe even especially if we think she sucks, because that is putting your money where your mouth is. Now, let her do the exact same thing again in the same way once she’s back, well, you only get one crack it with 100% tolerance. But maybe it’s just me but every American citizen deserves at least that. The same for the numb nuts who goes on a blackout binge and gets arrested. We will yell at you for being stupid when we get home but now is the time to make sure you are safe first.
  20. Awesome. As weird as it sounds, total bucket list event for me.
  21. Yea cool. Whatever will work and stick and see some legal culpability. I'm not a lawyer and don't pretend to be one on TV so that's why I couched it with criminal negligence or something vague enough to stick but not too prescriptive to be beaten legally or by technicality.
  22. All I know is insurance is paying for it or I probably couldn't afford it based on how you are making it sound financially at least!
  23. The veteran fatty (not the poster everyone hates but the person who eats drive-thru enough to know this move), is to not pull away from the drive-thru until you have put hands and eyes on all orders and cross-checked against the physical paper receipt. It takes 60 seconds tops and saves you the trouble. 50% of the time there is an issue and you get it handled immediately. 50% of the time you have wasted 30-60 seconds of the line behind you. But generally speaking, it's best for everyone's mental health to understand the dynamic we are dealing with and have tolerance for error. Staffing issues that cause shortage of workers, the workers who are there are either really young and inexperienced or not the sharpest of individuals, and lots of times they just don't care. As someone who worked drive-thru as a teenager, I get it. It's just a job, there is no pride of ownership or doing an amazing job unless you are a stellar teenaged individual of impeccable moral character and work ethic which I'm sure you are all and I was the exception.
  24. Contrast with back in the 90's on a train in Germany when authorities rifled through a duffle bag and just confiscated a little hash. Just a different global landscape and world we live in for those of us old geezers with young kids and thinking about the world they will grow to inhabit without us. Britney Griner, while not anyone on here's favorite person, is still someone's daughter and wife and I can't help but feel for her. I hope her pleading guilty will get her home and not be a bad strategic move that makes her hole deeper, but at this point I wouldn't doubt that as an option too.
  25. You sound like a real doctor and not a Holiday Inn tenant, so thanks for your contributions. I'm scared of side effects of IVIG but your experience of them being minimal is comforting.
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