Musk moves ahead with Plan B for Twitter purchase, secures funding
posted Saturday Apr 23, 2022 by Scott Ertz
Since Elon Musk first went on the offensive purchasing Twitter stock, the company's Board of Directors has been doing everything in its power to retain its power. Initially, the Board offered Musk a seat, with the understanding that he would not purchase more than 15% of the company's outstanding stock. He rejected that offer and made one of his own - sell me the company and get out of the building. Now, the two are at odds about how to proceed.
Musk's side of the story
Elon Musk offered the company far above market price for all outstanding stock, totaling $43 billion. His pitch, which included a voicemail and email to the chairman, said that the changes that needed to be made at the company simply weren't possible while the company was public, so his pitch was to take the company private and make the changes that needed to be made himself.
The Board decided that this was not a good deal for them (seemingly not consulting the shareholders) and rejected the offer. So, Musk began implementing Plan B. This plan came along with some cryptic tweets, all referencing the word "tender." This suggested that Musk had planned to go around the Board and make a tender offer directly to the shareholders.
One of the major questions about either the initial offer or the possibility of a tender offer is whether Musk can actually pull it off. While he is the richest man in the world, much of his wealth is not liquid. That means that his net worth is locked up in stock - particularly in his own companies. An SEC filing shows that he has secured the funds ($46.5 billion) to make either offer. $21 billion is coming from Musk directly, while $13 billion is coming from external financing. The financing agreement leverages Musk's Tesla stock, showing just how serious he is about the deal.
The timing of the financing deal, and the announcement around it, seems almost purposeful. Musk is currently in court defending himself against a Tesla investor who sued over Musk's announcement that he had secured funding to take Tesla private. The investor, and the SEC, insist that Musk made the information up in order to boost the stock price. Musk insists that he had the funding but decided not to follow through on the move.
Twitter's side of the story
The Twitter Board of Directors has been against the offer since the first move. It's the reason why they offered Musk the seat with the requirement that he minimize his ownership stake in the company. However, as Musk's takeover attempts grow and become more serious, the Board has been put into a difficult position - do the right thing for the shareholders or for themselves.
If they were to decide to go in favor of the shareholders and sell to Musk, they would each get a huge bonus on their current value. It would likely come with the dissolution of the Board and the end of their jobs. However, if they decide to continue rejecting the offer, they would save themselves but likely kill the value of the company for the shareholders, for whom they work.
The Board has taken the latter approach, attempting to protect themselves. They have implemented a poison pill, a tactic implemented in the days of the corporate raider - the 1980s. Essentially, the Board has said that if Musk purchases more than 15% of the outstanding public stock, they will release a flood of new shares onto the market at a discounted price. But everyone except Musk will be able to purchase those new shares, diluting his ownership stake. However, it also destroys the value of every share of the company, once again going against the shareholder.
Their moves have thus far failed. With Musk securing funding and looking for a tender offer to the shareholders, bypassing the Board and the poison pill, they need a new tactic. It would appear that they are attempting to find a "white knight" bidder - someone else to come in and offer to buy the company before Musk can pull it off. The problem is that Musk owns enough of the common stock to be able to make noise about another owner.
Outside views of the deal
The most notable response to the current situation over at Twitter comes from Mr. Wonderful himself - Kevin O'Leary. The Shark Tank investor said that Twitter was a bad investment and has been for a long time. He believes that the Board has mismanaged the company and its assets and is responsible for the platform's slow growth. However, he also said that he would be willing to invest if Musk took over, as he has a history of successful management.
Large tech investors have also seemingly shown their support for Musk. Thoma Bravo, a buyout specialty firm, has said that the Twitter Board has mismanaged the company. They also believe that a Musk buyout would fix some of the problems with the company and its public perception.
It would seem that there is support for the Musk takeover from people whose job it is to fix a flailing company. The only real objections are currently coming from those who want to maintain a status quo regardless of how it affects the company, its shareholders, and the users, both current and potential.