Elon Musk: Officially a fraud and piece of shit. Official or unofficial war criminal?

[52-80 19271]

Some facts and figures for the shotgun-opinion crowd:

-2022.01 Tesla had $17B cash equiv position, $2B of which is bitcoin.  marked to market bitcoin is now $1.3B, so total company cash is $16.3B.

-Elon originally pledged $12B from loans against some of his Tesla holding.  That loan would be risked at ~$550 stock price.  Price currently $780.  And he more shares under beneficial ownership due to ITM options.

-That loan commitment was halved last week to $6B due to him getting more investors onboard (Ellison, Saudis, etc).

-That loan commitment was reported to null out this week, after further fundraising, reducing his personal liability.

-From date of formal offer to today, Nasdaq fell 15% and SP500 fell 10%

-He first bought in at $38, now $40

 

So that about half the purchasing fund are now outside money (vs Musk), and that the broad market has seen a large correction, likely means there's strong pressure to reprice the deal.

He put ~$2.5B with initial purchase.  That value is just above scratch now.  So he would take a net $1B hit if liable for the break fee (or more if needs to do block sale below market..)

[Fudge Nuggets 19229]

Elon tweeted earlier that the deal was on hold so TWTR was down nearly 30% after the tweet.  I guess he didn't like that so came back and said he's "still committed" so the share price has rallied   Yeah, pretty sure the "visionary or fraud" question has been clearly settled.

[Fudge Nuggets 19229]

7 minutes ago, Laxtonto said:

My money is on trying to drop the price while using this to further clear house before taking ownership.

 

Forcing Twitter to own up on its real subscriber count (which we all know is massively inflated) and therefore have to clean house of those that were helping to inflate the numbers only helps to start the house cleaning early and makes it that much easier to re-org and cull when he has full control.

Bigger question is who is left holding the bag for signing off on these inaccurate counts and do they have a “real” set of books with an accurate count somewhere.

Fuckboi willing gave up the chance to carry out due diligence.  Fuck him.

[Nice Guy Eddie 13529]

Get a great offer on your house. Then the buyer starts to find "problems" with the house and wants to lower the price.

 

[Grade of D as in David 13253]

Calling my shot. TSLA continues to drop. Elon backs out claiming bots are higher than 5 percent of users on Twtr. Twtr stock drops below 35. Twtr bans Elon for life.

[Laxtonto 12140]

3 minutes ago, Nice Guy Eddie said:

Get a great offer on your house. Then the buyer starts to find "problems" with the house and wants to lower the price.

 

Or the sellers lie about home inspection information that they seller supposedly have already done and therefore as the buyer wants someone else to double-check before paying the actual offer price.

We all know the subscriber numbers are junk. How much junk is the real question.

 

[F250 28829]

4 minutes ago, Laxtonto said:

Or the sellers lie about home inspection information that they seller supposedly have already done and therefore as the buyer wants someone else to double-check before paying the actual offer price.

We all know the subscriber numbers are junk. How much junk is the real question.

 

lulz that's not what is happening here.

 

[Nice Guy Eddie 13529]

3 minutes ago, Laxtonto said:

Or the sellers lie about home inspection information that they seller supposedly have already done and therefore as the buyer wants someone else to double-check before paying the actual offer price.

We all know the subscriber numbers are junk. How much junk is the real question.

 

If you know the roof has rot, don't you ask to inspect before you make an offer.

You're making it sound like Elon had no idea about the rampant bot tweets on Twitter. Come on man.

[Nicole44 22079]

Just now, Nice Guy Eddie said:

If you know the roof has rot, don't you ask to inspect before you make an offer.

You're making it sound like Elon had no idea about the rampant bot tweets on Twitter. Come on man.

The number of Kardashian followers alone should confirm the existence of many many bots…

[Nice Guy Eddie 13529]

I'm laughing at Elon's public reasoning on why he wants to renegotiate but I don't blame him. He has less money to spend today, and all tech stocks are way down. Of course he needs to pay less for Twitter.

He can no longer easily afford to pay the offer price, and there is no reason to pay it. Of course, now we're going to get in to a silly game where both sides will want to continually alter the deal based on the volatility of the stock market.

[Francisco 2.0 32432]

https://www.nytimes.com/live/2022/05/13/business/economy-news-stocks-inflation#from-dealbook-decoding-musks-tweets-about-his-twitter-bid

 

Quote

In the latest bomb in the Twitter takeover drama, Elon Musk tweeted this morning that his $44 billion bid was “temporarily on hold” until he could verify the company’s estimate that spam and fake accounts on its platform made up less than 5 percent of total users (that number is not new). About two hours later, Mr. Musk tweeted that he was still “committed” to the acquisition.

Twitter shares had already fallen by 20 percent in premarket trading, while Tesla shares had jumped by 6 percent.

 

Quote

The tweets fed into swirling speculation that Mr. Musk may back out of the deal, as shares of Tesla, Mr. Musk’s main source of personal income, have tumbled. Mr. Musk had a covert meeting at Twitter’s San Francisco headquarters last Friday to discuss business and deal logistics, DealBook has confirmed, implying he was, at least then, focused on going through with it. (A spokesperson told DealBook that “as part of the transaction planning process, Elon Musk visited Twitter’s office for a meeting.”)

And he has already signed a contract. Beyond the $1 billion breakup fee, Twitter could take Mr. Musk to court to force him to pay for the deal if his debt financing is intact, per the deal contract.

 

Quote

Mr. Musk might be trying to push for a lower price by laying the grounds for a finding of material adverse change, similar to what LVMH did in its acquisition of Tiffany, citing financial damage caused by the pandemic. LVMH ultimately got a lower price for the deal.

But the “adverse change” threshold is high. And given the speed and limited diligence with which Mr. Musk pursued the Twitter deal, he is unlikely to find a sympathetic judge. Mr. Musk has already told investors he thinks Twitter can quintuple its revenue, which would make Twitter a steal at $44 billion.

 

Quote

“He’s already signed on the dotted line that says he bought a house,” said Brian Quinn, an associate professor at Boston College Law School focusing on corporate mergers. “If after you buy a house, you say, ‘I want to get a lower price,’ the seller will say no.”

This deal looks different than it did a week ago, and now we know more about Twitter’s challenges. Parag Agrawal, the company’s chief executive, said yesterday that two top executives were leaving. (Those executives tweeted that they had been fired.) Mr. Agrawal also said he had frozen most new hiring and was slashing spending. He said the moves stemmed partly from the company’s failure to hit goals in audience and revenue growth. Twitter shares closed yesterday at $45.22 — well below the $54.20 Mr. Musk has offered. More broadly, tech stocks are facing a blood bath.

 

Quote

Shares of Tesla are under pressure. Mr. Musk may be the wealthiest man in the world, but much of his wealth is tied up in Tesla — which he has heavily leveraged to help build the rest of his business empire. Tesla shares were at $1,145 the day he announced his initial stake in Twitter. They were at $728 yesterday. Mr. Musk had already been looking to lower the extent to which he was leveraging his Tesla holdings to buy Twitter: He first said he would take a $12 billion loan against his Tesla shares before reducing that to $6.25 billion. (He is reportedly looking to scrap the loan altogether.)

 

['stache 21893]

Don’t bot creators have free speech right? I thought this was all about free speech.

[Hefeweizen 5347]

1 minute ago, 'stache said:

Don’t bot creators have free speech right? I thought this was all about free speech.

Only if they are corporations.  Then they are people.

[Laxtonto 12140]

18 minutes ago, 'stache said:

Don’t bot creators have free speech right? I thought this was all about free speech.

Bots are people too!!!!

 

All kidding aside, the bots and artificial message amplification, and how it can be used to influence the algorithm is one of the major reasons why people decry twitter as “anti-free speech”, when in fact it is a poor functional design.
 

If a system allows bots to mass report because someone doesn’t hold their views or use bots to amplify a tweet to counter a viewpoint, then all that is happening is the “reality” of the platform is being distorted, not the real world discourse. That has a negative impact on discourse and inadvertently limits other views, but more importantly from a business standpoint makes the target advertising pointless and trying to use your user data to develop large market characteristics spurious at best. 
 

If all feeds are indirectly being influenced by what the bots are pushing, the target advertising algorithms can’t really do their job. Large swaths of users now get “tainted” into having a particular interest or viewpoint that they may not actively support. That creates chaos from a data/market segmentation side and drives down the value of their data/analysis.

Twitter has been trying to thread the needle between showing user growth and showing advertising revenue growth from better targeted advertising and user data characteristics collection and bulk sales.  Now the bots are becoming a big enough issue that it is most likely a real detriment to the advertising revenue and the objective nature of their bulk data sales.

[Fudge Nuggets 19229]

2 hours ago, Laxtonto said:

Or the sellers lie about home inspection information that they seller supposedly have already done and therefore as the buyer wants someone else to double-check before paying the actual offer price.

We all know the subscriber numbers are junk. How much junk is the real question.

 

In this case the buyer often pointed out the shittiness of the house but said he could pay a good price for it, fix it up and increase its value. He had the chance to get an inspection done by his own people but didn’t think it was necessary (never carried out standard due diligence). Now he’s whining about the shittiness of the house and wants a lower price. 
 

TWTR should tell him to pound sand and “Fuck you, pay us.”

[We’reTexas 1473]

2 hours ago, Nice Guy Eddie said:

I'm laughing at Elon's public reasoning on why he wants to renegotiate but I don't blame him. He has less money to spend today, and all tech stocks are way down. Of course he needs to pay less for Twitter.

He can no longer easily afford to pay the offer price, and there is no reason to pay it. Of course, now we're going to get in to a silly game where both sides will want to continually alter the deal based on the volatility of the stock market.

Why would Twitter bother to negotiate? They specifically got specific performance and Elon’s personal guarantee as long as he has the debt financing. And they can sue him to try and obtain that financing. 

[52-80 19271]

Parag

 

 

[Francisco 2.0 32432]

https://www.bloomberg.com/opinion/articles/2022-05-13/elon-musk-trolls-twitter

 

Quote

None of this! Come on.

“Temporarily on hold” is not a thing. Elon Musk has signed a binding contract requiring him to buy Twitter. Legions of bankers and lawyers and Twitter employees and special-purpose-vehicle promoters are working to fulfill his legal obligation to get the deal closed. “The parties hereto will use their respective reasonable best efforts to consummate and make effective the transactions contemplated by this Agreement,” says the merger agreement. (Section 6.3(a).) He can’t just put that “on hold.”

 

Quote

That contract does not allow Musk to walk away if it turns out that “spam/fake accounts” represent more than 5% of Twitter users. We discussed this last month, when Twitter admitted in a securities filing that it had (slightly) overestimated its daily active users for years. The merger agreement contains a provision that allows Musk to walk away if Twitter’s securities filings are wrong — and this 5% number is in its securities filings — but only if the inaccuracy would have a “Material Adverse Effect” on the company. (See Sections 4.6(a) and 7.2(b).) That is an incredibly high standard: Delaware courts have almost never found an MAE. An MAE has to be something that would “substantially threaten the overall earnings potential of the target in a durationally-significant manner,” the courts have said; there is a rule of thumb that an MAE requires a 40% decrease in long-term profitability. If it turned out that 6% or 20% or 50% of Twitter accounts are bots, that will be embarrassing and might even reduce Twitter’s future advertising revenue, but will it be an MAE? No.

 

Quote

“Pending details supporting calculation” is not how this works. This disclosure — that “the average of false or spam accounts ... represented fewer than 5% of” Twitter’s monetizable daily active users — has been in Twitter’s securities filings for many years, always with a caveat that “in making this determination, we applied significant judgment, so our estimation of false or spam accounts may not accurately represent the actual number of such accounts, and the actual number of false or spam accounts could be higher than we have estimated.” Musk had the opportunity to read these filings before offering to buy Twitter, and he had the opportunity to do due diligence on these numbers before signing the deal. (He declined.) He can’t now go to Twitter and say “actually now you need to prove that your user numbers are right.” If he wants to walk, he has to prove that they’re wrong, and also that they’re wrong in a way that has a material adverse effect on the business. Which he obviously can’t do.

 

Spoiler

What is going on here? My initial reaction was that Musk was joking, that this was just a way to troll people online. It is, after all, Friday the 13th. “Still committed to acquisition,” he tweeted two hours later. Obviously this would be a bad joke, insofar as it “sent Twitter stock tumbling as much as 25% in premarket trading.” You are not supposed to say things that aren’t true and that will affect the stock of a public company that you are trying to buy. That is what is usually called “securities fraud,” or what I sometimes like to call “lite securities fraud.” Musk has a long history of lite securities fraud: He used to make jokes about Tesla Inc.  introducing new products or going bankrupt, and he notably settled a fraud lawsuit with the U.S. Securities and Exchange Commission because he tweeted that he had secured funding to take Tesla private but had not. If he just woke up feeling frisky and tweeted a joke about Twitter’s bot accounts, a joke that wiped billions of dollars off Twitter’s market capitalization, that would be totally unsurprising. Bad! Not really allowed! But very much in character.

Another possibility is that Musk really is laying the groundwork to walk away from his deal with Twitter. There is a popular view that Musk has the option to abandon the deal if he pays a $1 billion breakup fee. As we have discussed around here, that just isn’t true: The contract gives Twitter the right to force him to close, and put up the $27.5 billion of equity 1 that he has committed to the deal, as long as his debt financing is available. (Section 9.9(b).) The contract also gives Twitter the right to go to court to force him to try to get that debt financing. (Sections 6.10(a) and 9.9(a).) There is, so far, no reason to think the debt financing won’t be available — his banks are large and solvent and have signed reasonably unconditional commitment letters 2 — and so no reason to think he can get out of the deal.

On the other hand, what if he does it anyway? What if he just says “no, I’d rather not close”? What is Twitter going to do? Sue him? It is easy for me, sitting here and looking at the contract, to say that Twitter would win that lawsuit and a court would order Musk to pay the money and close the deal. I do think that! 3  But actually making that happen requires filing a lawsuit and going to court and asking a judge to make him pay billions of dollars to buy a company he doesn’t want. It requires his banks to fund $13 billion of debt for a risky leveraged buyout whose whimsical buyer is no longer interested.

Contractually this is all pretty buttoned-up, and I think a Delaware court would have a ton of sympathy for Twitter and none at all for Musk, who is acting in the most transparent and smirking bad faith. But there is a lot that could still go wrong. Suing would take time, and would cause bad publicity, and would create uncertainty among employees and users and advertisers. Letting him walk, focusing on the business, and taking the $1 billion — or negotiating a slightly higher breakup fee to save face — might be a better, though terrible, outcome for Twitter.

As one merger arbitrageur put it to me, “If you’re reading the contract, you’ve lost. Lots of people reading the contract this morning.” Sadly I am one of them, and I do feel like I’ve lost.

I think it is relevant here that, in his efforts to buy Twitter so far, Elon Musk has violated all sorts of laws with no immediate repercussions. Both the Securities and Exchange Commission and the Federal Trade Commission are “investigating” the obvious facts that Musk did not make required securities disclosures and antitrust filings as he was buying Twitter stock. The likely outcomes of these “investigations” will be that the SEC and FTC will require Musk to pay small fines, likely considerably less than the money he saved by ignoring the rules. And Musk’s earlier scorched-earth battles with the SEC and other regulators suggest that the agencies will have a hard time getting even those fines, that he will fight fiercely in court even when he transparently broke simple rules. I wrote last month:

There are rules, and he did not follow them, not as part of an evil scheme but because he does not care. You could imagine the SEC getting mad about that and trying to impose consequences on him for violating the rules, but … what consequences? (The penalties for this stuff are small, and it’s not like they will prevent him from buying Twitter.) What’s the point? It will just be an exhausting slog of litigation and mean tweets and he will emerge unchastened and richer than ever, and then he will try to stop the SEC lawyers from ever getting jobs in the private sector. Why should they bother? What is the point of trying to enforce the law against Elon Musk?

Elon Musk has made it very clear that the rule of law simply does not apply to him, and this has worked well for him. If he wants to ignore the merger agreement that he signed, he will. If you take him to court, he will put up a brutal fight and make things as unpleasant as possible for you. This puts his counterparties, like Twitter, in a tough position. They have a contract. But so what?

The third, most obvious possibility is that Musk is going to make use of that uncertainty to renegotiate the price. “I’d like to pay $42 instead of $54.20,” he can say to Twitter’s board, “and if you say no I will walk away and you can sue me and, while you will be right, I will make your life horrible and might even win.” Given the choice of a long, miserable and uncertain lawsuit to force Musk to close at $54.20, or a semi-amiable restriking of the deal at $42 (a number I just made up, to be clear), Twitter’s board might take the $42.

This would be a hugely annoying outcome? For one thing, it would be a real failure by Twitter’s board. I have been critical of the board’s performance in this deal: Its quick decision to sell at the first price Musk offered, with no protections for Twitter’s culture or product, seemed to me like the actions of a board that doesn’t really understand or care about the company and a management with no good ideas. On the other hand, since they struck the deal, tech stocks have collapsed, which makes the board’s decision to sell at $54.20 look smart. By luck or design, they got a great price for their shareholders at exactly the right time.

If they give it up that will be really bad! Particularly because, as I just said, there is no good reason for them to give it up. Musk signed a contract that requires him to buy Twitter for $54.20 per share, and there’s no reason to think a court would let him out of it. It’s just that it would be fearsomely annoying to go to court against him. It’s hard to imagine Twitter's board playing hardball against Musk, even if it really should. 

But mostly this would be an annoying outcome because it would reward Musk for not caring about contracts, for not caring about the rules, and for curating a reputation as a guy who doesn’t care about rules. My thesis here is in essence: Elon Musk is obligated to close his deal with Twitter at $54.20, but he’s obligated to follow lots of other rules too, and he doesn’t, and gets away with it, which means that if he ignores this obligation he’ll probably get away with it too. That is a terrible thesis! And yet.

Anyway as of noon today there was no securities filing from Twitter or Musk about the deal supposedly being “on hold,” no press release or tweet from Twitter investor relations or Chief Executive Officer Parag Agrawal, and no further clarification from Musk. The stock was trading a bit above $41, down almost 9% from yesterday’s close, almost 25% below the deal price. I feel for the lawyer who is working right now to file Musk’s tweet with the SEC: The filing will have to explain the tweet, and what is there to say?

We have discussed this before, but ordinarily in merger agreements there is a clause saying that the buyer and seller “shall consult with each other before issuing any press release or otherwise making any public statements with respect to” the merger. Clear and consistent communication is really important; you don’t want anyone accidentally making statements that spook the market. Twitter’s agreement with Musk has that clause (Section 6.8), but it has an exception: “Notwithstanding the foregoing, [Musk] shall be permitted to issue Tweets about the Merger or the transactions contemplated hereby so long as such Tweets do not disparage the Company or any of its Representatives.”

You can see why Musk wanted that exception: His highest priority, the thing that he has fought over with the SEC, the reason he is buying Twitter, is his desire to tweet unsupervised. “Everyone can tweet whatever they want” has shoved aside “colonize Mars” or “transition the world to sustainable energy” as the thing Musk is interested in these days, so of course his merger agreement lets him tweet whatever he wants without running it by anyone. And you can see why Twitter gave him the exception: They had to, plus I guess more tweeting is good for Twitter.

But there’s a reason merger agreements usually say that the buyer and seller will consult with each other before making significant announcements about the merger! What a stupid mess this is.

 

[Jkwellborn 6750]

I just need him to hurry up and send me the password to my old account.

[Nice Guy Eddie 13529]

Twitter should announce a $45b lawsuit against Elon.

and ban him from Twitter.

 

[Francisco 2.0 32432]

Lulz.  

 

 

Edit:  Twitter replies:

 

Quote

Twitter said it is “committed to completing the transaction on the agreed price and terms as promptly as practicable,” in a statement on Tuesday. 

 

 

 

Edited May 17, 2022 by Francisco 2.0

[Cheeseweasel 26438]

[Nice Guy Eddie 13529]

Perhaps Elon shouldn't have agreed to forgo due diligence in his agreement to buy twitter.

I don't blame Elon for wanting out of the deal, and I generally like Elon, but he's not being honest here. The Twitter board should reject his current and future offers, and sue him for wasting their time and harming their business with his fake offer.

[NoName 16416]

3 minutes ago, Nice Guy Eddie said:

Perhaps Elon shouldn't have agreed to forgo due diligence in his agreement to buy twitter.

I don't blame Elon for wanting out of the deal, and I generally like Elon, but he's not being honest here. The Twitter board should reject his current and future offers, and sue him for wasting their time and harming their business with his fake offer.

The concept of waiving due diligence on a $1 billion deal is mind numbing to me.

Now imagine doing it on a $44 billion deal when a bunch of your (leaked) plans are around monetization of the user base.

In what universe does the TWTR board think that reducing the agreed upon price is the right move for shareholders? At this point, he is just playing chicken and hoping that they will drop it - right?

Again, 100% of this issue is from his end and is 100% due to Elon waiving due diligence. Here is to hoping TWTR stands their ground.

 

[Planet Houston 4931]

Musk is a security lawyer’s worst nightmare. Oh to be a fly on the wall for the recent meetings/calls/zooms whatever with Twitter, the lenders and their lawyers. 

 

[Cheeseweasel 26438]

Just now, Planet Houston said:

Musk is a security lawyer’s worst nightmare. 

 

He was dating Amber Heard. It all makes sense. 

[Starfleet Command 441]

This is pretty hilarious.  Musk knows that his money is only as good as Elizabeth Holmes' as long as its bound up in his scam companies.  Buying twitter would be a good way of making that fortune real but unfortunately the other scams are not doing well enough to make the deal happen.

[Captainant 27862]

2 minutes ago, Starfleet Command said:

This is pretty hilarious.  Musk knows that his money is only as good as Elizabeth Holmes' as long as its bound up in his scam companies.  Buying twitter would be a good way of making that fortune real but unfortunately the other scams are not doing well enough to make the deal happen.

The goober should have just kept doing the rich person thing where he just takes out loans against his speculatively valued paper to lock in the value, rather than open his books with a big flashy acquisition play

[Nice Guy Eddie 13529]

24 minutes ago, Starfleet Command said:

This is pretty hilarious.  Musk knows that his money is only as good as Elizabeth Holmes' as long as its bound up in his scam companies.  Buying twitter would be a good way of making that fortune real but unfortunately the other scams are not doing well enough to make the deal happen.

Hard to say that Elon runs scam companies. The guy produced the most valuable car company in the world AND is sending rockets into space over and over again.  Not to mention several other endeavors that look promising. And he was important in the early days of Paypal which helped lead to changing our payments systems. That's a fairly strong track record that doesn't have many equals.

[Grade of D as in David 13253]

1 hour ago, Nice Guy Eddie said:

Perhaps Elon shouldn't have agreed to forgo due diligence in his agreement to buy twitter.

I don't blame Elon for wanting out of the deal, and I generally like Elon, but he's not being honest here. The Twitter board should reject his current and future offers, and sue him for wasting their time and harming their business with his fake offer.

Then ban him from Twitter

[wildcat09 29439]

Twitter banning Elon from the platform is the only way this ends. He's never going to buy the company for anything remotely close to his offer and he's not going to pay the $1 billion termination fee. He'll just keep using Twitter to destroy its own value, in an effort to get them to cave to a substantially lower price. He's already violated the terms of the deal in dozens of ways and doesn't give a shit, because he's insanely wealthy and can tie up any Twitter claims in court for years. They have no real leverage over him except for his twitter account, which he's addicted to and needs to promote Tesla.  It's just a question of how long it takes the board to figure that out. 

[Starfleet Command 441]

19 minutes ago, Nice Guy Eddie said:

Hard to say that Elon runs scam companies. The guy produced the most valuable car company in the world AND is sending rockets into space over and over again.  Not to mention several other endeavors that look promising. And he was important in the early days of Paypal which helped lead to changing our payments systems. That's a fairly strong track record that doesn't have many equals.

The car company is obviously extremely overvalued.  That's the point.  The money isn't real and he needs a way to exchange the fake money for real money.

[Nice Guy Eddie 13529]

Just now, Starfleet Command said:

The car company is obviously extremely overvalued.  That's the point.  The money isn't real and he needs a way to exchange the fake money for real money.

It's fair to say that Tesla is overvalued but it's difficult to say that is Elon's fault. I believe that he's actually said those very words. 

A scam would be raising money and not producing a viable product.

[gsoda3 3284]

how exactly would selling tesla shares to finance a twitter takeover be turning scam money into real money?

[Starfleet Command 441]

Just now, Nice Guy Eddie said:

It's fair to say that Tesla is overvalued but it's difficult to say that is Elon's fault. I believe that he's actually said those very words. 

A scam would be raising money and not producing a viable product.

I think Musk, like others of his ilk, uses his public persona to juice the price of his companies.  It's not that different from what Holmes was doing except the concept behind Musk's product actually makes sense at a conceptual level - electric cars work unlike microfluidic-based blood testing.  Teslas are shoddy, poorly manufactured vehicles but they at least work some of the time I guess.  

[High Plains Drifter 11054]

1 hour ago, Cheeseweasel said:

He was dating Amber Heard. It all makes sense. 

 

Like Amber, Mush has shit the bed on this twitter thing.

 

[Wally Fairway 5593]

58 minutes ago, Grade of D as in David said:

Then ban him from Twitter

I didn't get any traction with that idea when I first floated it

 

[Nice Guy Eddie 13529]

Twitter has an unique role in shutting down some people's voice. Ban Elon and he would be like Trump in that most likely, he wouldn't be quoted much. Obviously you can go on TV (business or cable news) and make any comment but that involved more time, more advance notice and the possibility of being asked questions you don't want.

As humorous as it would be to see Elon banned from Twitter, I don't think they would unless he broke some other rule.

Break a deal, face the wheel. Not break a deal, get banned from Twitter.

[bullzak 422]

I love how people are all "TWTR will sue Elon." Like he gives a shit. 

Real commercial litigation against deep pockets defendants lasts years. If they sue him the end result will be in some conference room mediation many years from now for pennies on the dollar. 

People would be shocked if they knew how many corp litigation people have never had a jury trial. 

As for TWTR, if you sue, you are open to discovery on the bot and censorship question. Not really sure they want anyone to see how that sausage gets made. I would bet the bot number as WAY north of 5%

At any rate, I for one am entertained. 

[Captainant 27862]

1 hour ago, Nice Guy Eddie said:

It's fair to say that Tesla is overvalued but it's difficult to say that is Elon's fault. I believe that he's actually said those very words. 

A scam would be raising money and not producing a viable product.

Turns out that twitter bots were critical to TSLA's inflated valuation that he's now trying to weaponize to buy twitter

[Brisketexan 105465]

6 minutes ago, Captainant said:

Turns out that twitter bots were critical to TSLA's inflated valuation that he's now trying to weaponize to buy twitter

It really is like hiring Pamela Anderson for a role that is all about her showing her breasts, telling the world you know more about Pamela Anderson than she even knows about herself......and then saying "wait, Pamela, we need to renegotiate your contract because I don't know if you can prove your breasts aren't fake."

It's a non-argument.  Everyone knows her cans are fake, and everyone knows that Twitter's users are more than 5% bots -- even Twitter's public disclosures say that it's 5%, BUT, they can't guarantee that number, it could be higher.  No shit, Sherlock.

[Starfleet Command 441]

1 hour ago, gsoda3 said:

how exactly would selling tesla shares to finance a twitter takeover be turning scam money into real money?

Tesla is a company that sells a few shoddy toys for city dwelling libs.  Tesla having a valuation higher than the rest of the industry combined is risible.  At the end of the day Tesla is a niche luxury brand and when/if EVs really take off it will be the big boys who make that happen, not Tesla.

Twitter may also be overvalued depending on how many of its users are actually real but its unlikely to be overvalued to the same degree as Tesla.

['stache 21893]

47 minutes ago, bullzak said:

I love how people are all "TWTR will sue Elon." Like he gives a shit. 

Real commercial litigation against deep pockets defendants lasts years. If they sue him the end result will be in some conference room mediation many years from now for pennies on the dollar. 

People would be shocked if they knew how many corp litigation people have never had a jury trial. 

As for TWTR, if you sue, you are open to discovery on the bot and censorship question. Not really sure they want anyone to see how that sausage gets made. I would bet the bot number as WAY north of 5%

At any rate, I for one am entertained. 

I'm pretty sure I'd pursue the claim if I could recover one penny on each of the $44 billion he agreed to pay.

[Vegas64 678]

I’m generally a fan of Elon, but this is getting embarrassing:

“I think it is important to be clear here that Musk is lying. The spam bots are not why he is backing away from the deal, as you can tell from the fact that the spam bots are why he did the deal. He has produced no evidence at all that Twitter’s estimates are wrong, and certainly not that they are materially wrong or made in bad faith. (Musk can only get out of the deal if Twitter's filings are wrong in a way that would cause a “material adverse effect” on Twitter, which is vanishingly unlikely.) His own supposed methodology for counting spam bots is laughable. Yesterday Twitter’s chief executive officer, Parag Agrawal, tweeted a threadexplaining in general terms how Twitter estimates that fake accounts represent fewer than 5% of its count of active users, and how this analysis can’t be easily replicated by outsiders (because they don’t know which accounts are real, and also because they don’t know which accounts Twitter counts as daily active users). It seems clear that Agrawal’s thoughtful answer is basically correct.[1] Musk responded with a poop emoji.”

[wildcat09 29439]

Also from Levine:

Quote

One fun thing to do with this proxy is to go through it and count how many times Musk violated US securities laws in his efforts to buy Twitter. For instance:

Also on March 26, 2022, Mr. Musk contacted Egon Durban, one of Twitter’s directors, to set up a discussion between Mr. Musk and Mr. Durban. Mr. Musk and Mr. Durban subsequently spoke on March 26, 2022 and March 27, 2022 and discussed the potential of Mr. Musk joining the Twitter Board, as well as the fact that Mr. Musk had purchased a significant stake of more than five percent of our common stock.  …

On March 27, 2022, Messrs. Musk, [the chairman of Twitter’s board of directors, Bret] Taylor and [Twitter Chief Executive Officer Parag] Agrawal discussed Mr. Musk’s interest in Twitter and potentially joining the Twitter Board. As part of that discussion, Mr. Musk stated that he was considering various options with respect to his ownership, including potentially joining the Twitter Board, seeking to take Twitter private or starting a competitor to Twitter.

Musk started buying Twitter stock in late January, and crossed over 5% on March 14. Under the securities laws, he had 10 days — until March 24 — to disclose this fact publicly. In fact he waited until April 4, disclosing his stake 11 days late. During this period — when he was legally required to disclose his Twitter stake, but had not — he (1) kept buying more stock and (2) had discussions with Twitter’s board of directors about taking over the company. That seems like it would have been material information, for the people who were selling him the stock!

Then, when he finally did disclose his stake on April 4, he did it on a form (Schedule 13G) that is limited to passive investors, checking a box indicating that he had “not acquired the securities with any purpose, or with the effect, of changing or influencing the control of the issuer.” Again, he was already in discussions about taking over Twitter or joining its board. He was very much not eligible to use Schedule 13G, and by using 13G — and representing he had no plans to influence the company’s control — he was lying to the US Securities and Exchange Commission and the market.

Then Musk negotiated a board seat and standstill with Twitter, which was made public; he filed a Schedule 13D, belatedly but accurately indicating that he was going to be an active investor. The 13D said that, while he was keeping his options open, he had “no present plans or intentions” to take Twitter private. A few days later he decided to scrap the standstill agreement and buy Twitter instead; again from the merger proxy’s background section:

On April 9, 2022, before Mr. Musk’s appointment to the Twitter Board became effective, Mr. Musk notified Messrs. Taylor and Agrawal that he would not be joining the Twitter Board and would be making an offer to take Twitter private. Mr. Agrawal informed the members of the Twitter Board of Mr. Musk’s communication.

That was a Saturday; that Monday, Musk filed an amended Schedule 13D announcing that he was not joining the board. This 13D said that he “might engage in discussions with the Board” about “potential business combinations,” but neglected to mention that he had already told Twitter he would be making an offer.

I don’t know; it all seems bad. The SEC is supposedly “investigating” Musk’s disclosure failures in this deal, and I suppose these admissions will help with the investigation, but what can they do about it? Fine him? He's so rich. Prevent him from buying Twitter? That’s what he wants! Ban him from running a public company? That is probably more drastic than the SEC (or a judge) could stomach, and will just lead to another annoying effort to take Tesla private. 

For Musk to pretend that he cares about Twitter allegedly misrepresenting how many bots it has to the SEC is pretty rich, even for him.

[Keef 789]

13 minutes ago, Vegas64 said:

I’m generally a fan of Elon, but this is getting embarrassing:

“I think it is important to be clear here that Musk is lying. The spam bots are not why he is backing away from the deal, as you can tell from the fact that the spam bots are why he did the deal. He has produced no evidence at all that Twitter’s estimates are wrong, and certainly not that they are materially wrong or made in bad faith. (Musk can only get out of the deal if Twitter's filings are wrong in a way that would cause a “material adverse effect” on Twitter, which is vanishingly unlikely.) His own supposed methodology for counting spam bots is laughable. Yesterday Twitter’s chief executive officer, Parag Agrawal, tweeted a threadexplaining in general terms how Twitter estimates that fake accounts represent fewer than 5% of its count of active users, and how this analysis can’t be easily replicated by outsiders (because they don’t know which accounts are real, and also because they don’t know which accounts Twitter counts as daily active users). It seems clear that Agrawal’s thoughtful answer is basically correct.[1] Musk responded with a poop emoji.”

LOL.  No way that's a "material adverse effect".  People sue as to whether an MAE has occurred pretty frequently, and I think Delaware has only ever agreed there was an MAE in one case.

[wildcat09 29439]

6 minutes ago, Keef said:

LOL.  No way that's a "material adverse effect".  People sue as to whether an MAE has occurred pretty frequently, and I think Delaware has only ever agreed there was an MAE in one case.

There's also the whole thing that one of his first statements regarding the purchase was about his desire to acquire Twitter because of the spam bots, so he could get rid of them.

[hornmpa96 2622]

If Elon wants out, it’s going to cost him the $1 billion breakup fee.

[Cheeseweasel 26438]

2 hours ago, Brisketexan said:

Everyone knows her cans are fake,

[gsoda3 3284]

Tesla is a company that sells a few shoddy toys for city dwelling libs.  Tesla having a valuation higher than the rest of the industry combined is risible.  At the end of the day Tesla is a niche luxury brand and when/if EVs really take off it will be the big boys who make that happen, not Tesla.
Twitter may also be overvalued depending on how many of its users are actually real but its unlikely to be overvalued to the same degree as Tesla.

Just because Tesla is overvalued doesn't make it scam. Him buying Twitter has nothing to do with making his money legitimate.