Tag Archives: High Net Worth Individuals

Elon Musk Explores Raising Up to $3 Billion to Help Pay Off Twitter Debt

Elon Musk

‘s team has been exploring using as much as $3 billion in potential new fundraising to help repay some of the $13 billion in debt tacked onto Twitter Inc. for his buyout of the company, people familiar with the matter said.

In December, Mr. Musk’s representatives discussed selling up to $3 billion in new Twitter shares, people familiar with the matter said.

Mr. Musk’s team has said to people familiar with the finances of the company that an equity raise, if successful, could be used to pay down an unsecured portion of the debt that carries the highest interest rate within the $13 billion Twitter loan package, people familiar with the matter said.

Paying off the debt would provide welcome financial relief to Twitter, which has struggled to keep advertisers on the platform. In November, Mr. Musk said Twitter had suffered “a massive drop in revenue” and was losing over $4 million a day. He also said that month that bankruptcy was a possibility for the company, although Mr. Musk later shared more upbeat prospects for the company, saying he expects Twitter to be roughly cash-flow break-even in 2023 as he has slashed some 6,000 jobs.

The state of the fundraising talks couldn’t be learned. In mid-December, Mr. Musk’s team reached out to new and existing backers about raising new equity capital at the original Twitter takeover price.

Mr. Musk’s advisers had hoped to reach a deal to raise cash at the initial takeover price by the end of 2022, according to an email sent to prospective investors at the time. However, some prospective backers said they balked at the terms, given concerns about Twitter’s financial performance. The Musk team didn’t specify a funding amount or purpose for the fundraise in the email.

Fidelity, one of the co-investors that backed Mr. Musk’s takeover of Twitter, wrote down its stake in Twitter by 56% in November, public filings show, suggesting Mr. Musk would face an uphill battle raising funds at the original valuation from outside investors. The banks holding the $13 billion in debt that backed his takeover of the company haven’t yet received any formal notice of any repayments, people familiar with the matter said.

Layoffs Across the Tech Industry

Representatives for Mr. Musk didn’t respond to requests for comment.

Twitter’s unsecured bridge loans, which total $3 billion, are the most expensive portion of the $13 billion debt package Mr. Musk incurred as part of his $44 billion acquisition of the social-media company. They carry an interest rate of 10% plus the secured overnight financing rate, a benchmark interest rate that has shot up in recent months and currently sits at 4.3%.

With every quarter that passes without Twitter refinancing the debt, the interest rate goes up by an additional 0.50 percentage point, according to regulatory filings. Twitter’s first quarterly interest payment is due at the end of the month, the filings show.

Twitter’s annual interest burden has increased by over $100 million since he announced the takeover deal last April, as the overnight rate has increased. At the time of the announcement, the overnight rate was 0.3%.

Elon Musk has said that Twitter is losing over than $4 million a day.



Photo:

Marlena Sloss/Bloomberg News

Twitter’s total interest expense has been estimated to be roughly $1.25 billion a year, according to a December analysis by

Jeffrey Davies,

a former credit analyst and founder of data provider Enersection LLC. By that estimate, Twitter is incurring roughly $3.4 million every day in interest-payment obligations.

On Dec. 13, Mr. Musk tweeted “beware of debt in turbulent macroeconomic conditions, especially when Fed keeps raising rates.”

Repaying the unsecured bridge loans would leave Twitter with a debt burden that has much more manageable interest rates. Twitter’s $6.5 billion in term loans and $3 billion in secured bridge loans carry an annual interest burden of 4.75% and 6.75%, respectively, plus the overnight rate, according to public filings.

Tesla CEO Elon Musk is set to testify in a federal trial over tweets from 2018 in which he floated the possibility of taking the company private. WSJ’s Rebecca Elliott explains what to know about the trial. Illustration: Adele Morgan

A potential deal would also provide a degree of relief for the banks that backed Mr. Musk’s takeover of the social-media company and that intended to sell the debt to third-party investors but changed course after deteriorating market conditions sank Wall Street’s appetite for exposure to risky bonds and loans.

The $13 billion of Twitter debt on bank balance sheets, one of the biggest “hung deals” of all time, has helped contribute to a drag in the number of mergers and acquisitions as banks’ firepower to back deals is tied up.

Morgan Stanley,

the lead bank on Twitter’s debt deal, has approximately $807 million in unsecured bridge debt on its balance sheet, while

Bank of America Corp.

,

Barclays

PLC and MUFG Bank Ltd. each have approximately $623 million of exposure, according to public documents and calculations by The Wall Street Journal.

Each of the four banks have more than $2 billion in other Twitter debt commitments on their balance sheets separate from the unsecured bridge facility, including term loans and other secured debt, the documents show.

Representatives of those banks declined to comment.

Write to Berber Jin at berber.jin@wsj.com and Alexander Saeedy at alexander.saeedy@wsj.com

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Jack Ma Cedes Control of Fintech Giant Ant Group

Billionaire

Jack Ma

is ceding control of Ant Group Co., capping a tumultuous period for the Chinese fintech giant.

Mr. Ma will no longer be the controlling person of Ant, the company said in a statement on Saturday, confirming a previous report by The Wall Street Journal.

The changes are being made to reduce Ant’s reliance on the flamboyant Chinese billionaire, who co-founded

Alibaba Group Holding Ltd.

BABA 2.70%

and helped create Ant, the Journal reported previously.

Mr. Ma will continue to hold voting rights in an entity that controls Ant, alongside nine Ant executives and employees who will be also given voting rights.

Mr. Ma doesn’t hold an executive role at Ant or sit on its board, but is a larger-than-life figure at the company. He has controlled Ant via an entity in which he holds the dominant position. The agreements that allowed Mr. Ma’s dominance will be terminated. The nine other Ant executives and employees to be given the voting rights at the company can exercise their power independently of each other and of Mr. Ma, according to Ant’s statement.

Ant, which owns the popular digital-payment platform Alipay, has been forced to overhaul its operations amid a government crackdown that began with Beijing calling off the company’s multibillion-dollar initial public offering in November 2020. The IPO, which had been slated to happen in Shanghai and Hong Kong concurrently, would have raised more than $34 billion and valued Ant at more than $300 billion. 

Ant has been revamping its various business lines, from consumer lending to insurance, and will eventually become a financial holding company subject to regulations in line with traditional financial firms.

The change of control moves Ant a step closer to finishing its overhaul. Yet it also could put back a potential revival of Ant’s IPO for a year or more. Chinese securities regulations require a timeout on public listings for companies that have gone through a recent change in control.

Regulators didn’t demand the change but have given their blessing, the Journal reported previously. Ant is required to map out its ownership structure when it applies to become a financial holding company.

The nine others who will hold voting rights include Chairman

Eric Jing,

Executive Vice President Xiaofeng Shao and Chief Technology Officer Xingjun Ni, in line with the details in the previous Journal report. Mr. Shao is also the general secretary of Ant’s Communist Party committee, according to people familiar with the matter. Mr. Ni was instrumental in founding Alipay in 2004.

Mr. Ma has all but vanished from the public spotlight since he laid into Chinese regulators in a controversial speech days before Ant’s planned IPO in 2020. He retired from Alibaba in 2019 but continued to control Ant. The two companies that Mr. Ma co-founded have been charting separate courses in light of Beijing’s crackdown on big internet platforms. 

Mr. Ma’s control over Ant goes back more than a decade to the period when he was CEO of Alibaba. Throughout the years, he had contemplated giving up control of Ant out of corporate-governance concerns that risks may arise from Ant being too reliant on a single dominant figure atop the company, the Journal reported previously.

Write to Jing Yang at jing.yang@wsj.com

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Elon Musk’s Finances Complicated by Declining Wealth, Twitter Pressures

Elon Musk

‘s immense wealth and borrowing power are now being tested as the

Tesla Inc.

TSLA -1.76%

shares that have fueled his fortune have sharply declined while he rushes to stabilize his massive personal investment in Twitter Inc.

The auto maker’s share value has nosedived 18% this week alone and more than 60% since he announced his plan to buy Twitter. 

His ability to use his shares at Tesla to raise money, by selling or borrowing against them, has been complicated by their rapid downdraft in recent months.

Historically, Mr. Musk has been a cash-poor billionaire, depending upon so-called margin loans—borrowing backed up by his shares—for his personal expenses and business investments while holding on to his Tesla shares and benefiting from their rising value. 

But Tesla’s market value has fallen by about $700 billion this year, sinking his personal wealth along the way. The decline in Tesla’s valuation comes after years of growth that has allowed him to easily borrow money without having to cash out his shares. 

Shares in Tesla have fallen around 65% in 2022, dinged, in part, by the higher interest-rate environment. Another issue relates to the reason he may need cash: Twitter. Tesla investors have been concerned that Mr. Musk’s attention is divided following his October takeover of the social-media company. 

Late last year, just as Tesla’s stock price peaked, he began selling Tesla shares, totaling more than $39 billion including $3.5 billion last week. What his liquidity is like is unknown after what he said would be a more than $11 billion tax bill for 2021 and putting up roughly $25 billion in cash as part of buying Twitter. 

Mr. Musk’s current Tesla holdings, not including exercisable options, total 424 million shares worth about $52 billion at Friday’s closing price of $123.15 a share. 

Simply put, if he could tap all of those shares as collateral under Tesla’s rules, he would be allowed to borrow about $13 billion. That is only a bit more than he planned to borrow in April as part of the original Twitter deal using just 40% of his shares as collateral, underscoring how his borrowing power has shrunk with the collapse of the car company’s share price. He later scrapped those proposed margin loans to fund the deal amid investor concerns over the risk.

A Tesla launch in Bangkok earlier this month.



Photo:

Vachira Vachira/Zuma Press

Mr. Musk and Tesla didn’t respond to a request for comment. 

Tesla shares aren’t his only asset or only avenue to raise money. He also holds shares in Space Exploration and Technologies Corp., or SpaceX, and has ownership in startups such as the Boring Co. His level of personal indebtedness isn’t clear. 

Mr. Musk is facing questions about whether Tesla, where he is also chief executive, is ready for a recession as he separately tries to stem losses at Twitter, cutting thousands of workers from his newly acquired social-media platform. Late Tuesday, he said drastic spending cuts at Twitter were required as the company was on track to bleed billions of dollars. His team had been seeking additional investment dollars for Twitter. 

“We have an emergency fire drill on our hands,” Mr. Musk said during a public talk on Twitter Spaces. After taking those drastic efforts, he said, Twitter could break even next year. 

While Twitter has rarely been profitable in the past decade, its finances were made more challenging by the debt Mr. Musk took on to fund his acquisition and by a decline in spending by advertisers worried about the erratic changes occurring under his leadership. Analysts estimate the debt expenses alone have added more than $1 billion in cost annually to a company that last year generated $5 billion in sales, mostly from ads. 

Mr. Musk has been here before—mired in debt and burning cash as the global economy teeters—and emerged successfully.

Those successes and investor enthusiasm for his ventures made him rank as the world’s richest person for a time. The drop in Tesla’s value this year sent Mr. Musk’s ranking as the world’s richest man to No. 2 behind

Bernard Arnault,

the chairman and chief executive of luxury conglomerate LVMH Moët Hennessy Louis Vuitton. Mr. Musk’s fortune fell to an estimated $140 billion as of Thursday from a high of $340 billion a little more than a year ago, according to the Bloomberg Billionaires Index. 

If he needs cash, Mr. Musk could always sell more Tesla shares, as he did recently. But, in the past, Mr. Musk, Tesla’s largest individual shareholder, has been reluctant to sell. At Tesla, Mr. Musk lacks the kind of dual class of stock ownership that gives founders at

Meta Platforms Inc.

or

Alphabet Inc.

controlling power. Instead, Mr. Musk’s large stake in Tesla, in the past, has effectively given him veto power over shareholder proposals thanks to the company’s supermajority vote requirement. 

On Thursday, Mr. Musk said he sold some stock to make sure he had “powder dry…for a worst-case scenario” and said that he was done selling until probably 2025, though he’s made similar statements like that this year only to sell more. 

“I’m somewhat paranoid having gone through two really intense recessions,” Mr. Musk said. 

While he had used margin loans before, the idea of borrowing billions off the backs of Tesla shares to help Twitter carries risks. 

Tesla’s board of directors has limited his borrowing power to essentially 25 cents on every dollar of share value, according to regulatory filings. As the shares fall in value, he must comply with the 25% limit. The risk to Tesla shareholders, as the company describes in its regulatory filings, is that he may have to unload a lot of shares at once to generate cash. He has never disclosed at what price he would need to pony up more collateral.

In recent days, Mr. Musk has swatted down the idea of margin loans altogether. In a tweet, Mr. Musk cautioned that such a move was unwise in this market. “When there are macroeconomic risks, it is generally wise to avoid using margin loans on any company, as stocks may move in ways that are decoupled from their long-term potential,” he wrote on Dec. 8. 

As of the most recent public filing, Mr. Musk had pledged as collateral more than half of his Tesla holdings, excluding options he could exercise.

Pledging doesn’t necessarily indicate that actual borrowing against those shares has occurred, the filing said. 

Write to Tim Higgins at tim.higgins@wsj.com

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FTX bankruptcy is ‘somebody running a company that’s just dumb-as-f___ing greedy,’ says Mark Cuban

Billionaire Dallas Maverick’s owner Mark Cuban recently offered his perspective on the implosion of crypto platform FTX late this week.

‘That’s somebody running a company that’s just dumb-as-fucking greedy.’


— Mark Cuban

Cuban, speaking on Friday at a conference in Washington, D.C. hosted by Sports Business Journal, shared the view that avarice was at the root of the downfall of one-time crypto darling Sam Bankman-Fried, whose firm FTX Group just filed for chapter 11 bankruptcy.

“So what does Sam Bankman [Fried] do, he’s just–‘gimme more, gimme more, gimme more.’ So I’m gonna borrow money, loan it to an affiliated company and hope and pretend to myself that the FTT tokens that are in there on my balance sheet are gonna to sustain their value.”

Check out: Mark Cuban says buying metaverse real estate is ‘the dumbest shit ever

FTX’s collapse marks a stunning turnabout for a company, which was once valued at $26 billion, and whose founder, Bankman-Fried was viewed by many in the crypto industry as a venerable actor in the Wild West of digital exchanges.

On Thursday, the 30-year-old entrepreneur tweeted: “I f—ked up, and should have done better,” referencing the collapse of his exchange.

Embattled FTX, short billions of dollars, sought bankruptcy protection after the exchange experienced the crypto equivalent of a bank run. FTX, an affiliated hedge fund Alameda Research, and dozens of other related companies also filed a bankruptcy petition in Delaware on Friday morning. Boasting a nearly $16 billion fortune recently, Sam Bankman Fried’s net worth had all but evaporated in the wake of the FTX implosion, according to the Bloomberg Billionaires Index.

The price of FTX’s native token FTT went down about 88.8% over the past seven days to around $2.74, according to CoinMarketCap data.

The U.S. Justice Department and the Securities and Exchange Commission are looking into the crypto exchange to determine whether any criminal activity or securities offenses were committed.

Regulators and are examining whether FTX used customer deposits to fund bets at Alameda Research, a no-no in traditional markets, according to reports.

Cuban, who is one of the stars of the investing show “Shark Tank” and owns the NBA’s Dallas Mavericks, is a big investor in crypto and blockchain-related platforms. According to a CNBC report, he has said that 80% of his investments that aren’t on Shark Tank are crypto-centric.

See: Tom Brady, Steph Curry and Kevin O’Leary set to lose big from FTX bankruptcy filing

For his part, Cuban is part of a class-action lawsuit accused of misleading investors into signing up for accounts with crypto platform Voyager Digital, which filed for bankruptcy in July. The suit alleges that Cuban touted his support for Voyager and referred to it “as close to risk-free as you’re gonna get in the crypto universe.”

Cuban mentioned Voyager in his Friday interview. Representatives for the billionaire investor didn’t immediately respond to a request for comment.

The Mavericks owner took to Twitter on Saturday to say that the crypto implosions “have been banking blowups. Lending to the wrong entity, misvaluations of collateral, arrogant arbs, followed by depositor runs.”

Cuban’s net worth is $4.6 billion, according to Forbes.



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Elon Musk Defies Management Mantras With His Rapid Overhaul at Twitter

In

Elon Musk’s

first week at Twitter Inc., he flouted much of the advice management gurus have dished out for decades.  

The billionaire’s swift actions stand in contrast to those of many new leaders, who often use the first 90 days to meet with employees, listen to concerns and assess how to improve a company’s products before embarking on strategy shifts, executives and corporate advisers say.  

“At a minimum, this is an untraditional approach,” said

Joel Peterson,

the former chairman of

JetBlue Airways Corp.

, who has served on dozens of corporate boards and advised chief executives across industries. “It’s iconoclastic, it’s unusual, it’s not what everybody would do—but I don’t really fault him for it.” 

Sweeping layoffs at Twitter have eliminated roughly half of the company’s workforce.



Photo:

Leonardo Munoz/VIEWPress/Getty Images

Mr. Musk—who once described himself to The Wall Street Journal as a “nano manager” steeped in the smallest details—appears to be employing many of the management tactics he deployed in building his other companies,

Tesla Inc.

and Space Exploration Technologies Corp., executives and advisers say. Those include a hands-on obsession over product decisions, a distaste for corporate structures and a focus on speed. Tesla is now the world’s most-valuable car company, and SpaceX is the world’s busiest rocket-launch operation.

Management specialists have long said that the first few months of an executive’s tenure are critical, a time when corporate chiefs can plot their agenda and begin to reset a corporate culture. Well-known books on the subject, such as “You’re in Charge—Now What?” say that new leaders should strike a balance, setting expectations internally and shaping their management team, while learning about the organization, too. 

Peter Crist,

chairman of Crist Kolder Associates, an executive-search firm, said new leaders typically spend the initial months looking to understand the talent within a company, learning employees’ strengths and weaknesses before making changes to staffing.

“Normally, a CEO from the outside coming in isn’t going to wipe the slate clean on the first day,” Mr. Crist said, adding that swift personnel changes can create uncertainty for the workers that remain. “There has to be both a stabilization of the enterprise model and importantly a stabilization of the talent, and it’s got to get done relatively soon,” he said.

Mr. Musk is hardly the first corporate iconoclast. He is also more than familiar with Twitter, having more than 100 million followers. 

Twitter Purchased by Elon Musk: A Timeline of How It Happened

On top of that, he is acquiring a company that for years lagged behind its rivals in attracting users and generating revenue, and the industry broadly is facing a slowdown in growth and other challenges that have slashed the valuations of companies such as

Facebook

owner Meta Platforms Inc. 

Some of Mr. Musk’s early actions struck corporate veterans as routine. He spent part of his week meeting with advertisers on video calls and in other settings, aiming to reassure customers that the platform remained a safe place for brands, the Journal reported. Several large advertisers, including

General Mills Inc.

and

Pfizer Inc.,

temporarily paused their advertising. Mr. Musk tweeted on Friday that Twitter had experienced a massive drop in revenue, which he said was due to “activist groups pressuring advertisers.”

Hubert Joly,

former CEO of retailer

Best Buy Co.

, said listening tours with customers and employees can be helpful in the initial period of engineering a turnaround. When Mr. Joly took the reins of Best Buy in 2012, he spent days in retail stores observing customer behavior and holding pizza meetings with staffers. In those gatherings, he asked three questions to employees: “‘What’s working? What’s not working? What do you need?’” Mr. Joly said.

Elon Musk has purchased Twitter, ending a monthslong saga over whether or not he would go through with his offer to acquire the social media platform. WSJ takes an inside look at the tweets, texts and filings to see exactly how the battle played out. Illustration: Jordan Kranse

Mr. Joly said that while he wanted to act fast, he resisted the temptation to quickly close stores or cut head count, as some proposed, or to immediately impose his ideas on the organization without understanding the existing dynamics. “My job was easy: Show up, ask these questions, listen carefully, take notes, and do what I was told because they had all of the answers,” he said of employees.

Mr. Musk has solicited feedback from some Twitter users, including prominent ones. He asked the author Stephen King whether he would consider paying a price of $8 a month to have his account verified. Members of Mr. Musk’s team also polled Twitter users about a subscription feature. 

SHARE YOUR THOUGHTS

What do you think of Musk’s management style? Join the conversation below.

Twitter on Saturday said it has begun rolling out software updates to charge users $7.99 a month for its Twitter Blue subscription service, up from $4.99 currently. Subscribers get their accounts verified, a service that has been free and offers a blue check mark to notable accounts.

Mr. Musk has said in the past that he believes CEOs err when they allocate too much of their schedule to meetings, rather than focusing on refining a product. “Spend less time on finance, spend less time in conference rooms, less time on PowerPoint and more time just trying to make your product as amazing as possible,” he said in a Journal interview in 2020. 

During an executive’s first few days at a company, though, leaders can become overwhelmed, advisers say. Some say it is important to focus on key strategic decisions, assemble a team and then delegate. 

At an investment forum in New York on Friday, Mr. Musk said that after buying Twitter, he is now working 120 hours a week instead of his typical 70 or 80 hours. Still, he expected that to eventually change. “Once Twitter’s set on the right path, it’ll be much easier to manage than SpaceX or Tesla,” Mr. Musk said.

Write to Chip Cutter at chip.cutter@wsj.com

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Twitter Is Drafting Broad Job Cuts, Days After Elon Musk’s Takeover

Twitter Inc. is drafting plans for broad layoffs, according to people familiar with the matter, days after the social-media platform was taken private by billionaire

Elon Musk

for $44 billion.

The proposed layoffs are expected to reduce engineering positions as well as affect other areas at the company, one of the people said. Twitter has roughly 7,500 employees, according to a disclosure earlier this year. The full scale of cuts being discussed couldn’t be determined.

Earlier this year, Twitter said it was looking for ways to cut costs because of the macroeconomic environment, adding that it had significantly slowed hiring in the second quarter, according to a Securities and Exchange Commission filing in July. Social-media companies have grappled with market disruptions that have weighed on digital-ad spending this year, including soaring inflation, recession fears and the war in Ukraine.

Twitter has posted a loss in eight of its past 10 fiscal years, according to FactSet. The New York Times earlier reported Twitter’s plans for job cuts across the company.

Mr. Musk told employees in June that he believed costs were “not a great situation” at Twitter, according to people who viewed a virtual meeting then. He didn’t rule out layoffs, adding that anyone who is a significant contributor shouldn’t worry, according to the people.

Several employees have said they are worried that Mr. Musk could move to cut jobs before Nov. 1, which is a vesting date for Twitter’s compensation program. Employees’ grants were expected to be paid as cash after Mr. Musk’s acquisition, according to people familiar with the issue. A number of employees have said they are concerned Mr. Musk could try to avoid making those payments if their employment is terminated before Nov. 1.

Ask WSJ

The Musk-Twitter Deal

WSJ Financial Editor Charles Forelle and Alexa Corse, WSJ reporter covering Twitter, discuss Elon Musk’s takeover of Twitter. What does the future hold for the platform? And what does this deal mean for Mr. Musk’s business empire?

Before the deal closed, employees whose jobs were eliminated generally expected to receive cash for equity that would have vested within three months of leaving the company, plus the rest of their severance package, according to an internal memo reviewed by The Wall Street Journal.

As part of Mr. Musk’s takeover, Twitter added $13 billion of debt, which analysts say will increase pressure to cut costs and boost revenue. Analysts estimate, based on terms previously laid out in documents related to the transaction, that Twitter will be on the hook for annual interest payments of more than $1 billion, compared with some $51 million in 2021. Twitter has posted average annual earnings before interest, taxes, depreciation and amortization of about $700 million over the past five years.

Write to Alexa Corse at alexa.corse@wsj.com

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Elon Musk Says Twitter Won’t Be ‘Free-for-All Hellscape,’ Addressing Advertisers’ Concerns

Advertisers are concerned about the billionaire’s plans to soften content moderation and what they say are potential conflicts of interest in auto advertising, given that he is chief executive of

Tesla Inc.,

say people familiar with the situation.

Mr. Musk said this spring that as owner of Twitter he would reinstate former President

Donald Trump’s

account, which the platform suspended indefinitely after linking Mr. Trump’s comments to the Jan. 6 Capitol riot. That would be a red line for some brands, said Kieley Taylor, global head of partnerships at GroupM, a leading ad-buying agency that represents blue-chip brands.

About a dozen of GroupM’s clients, which own an array of well-known consumer brands, have told the agency to pause all their ads on Twitter if Mr. Trump’s account is reinstated, Ms. Taylor said. Others are in wait-and-see mode. Ms. Taylor said she expects to hear from many more clients if Mr. Trump’s account returns.

“That doesn’t mean that we won’t be entertaining lots of emails and phone calls as soon as a transaction goes through,” Ms. Taylor said. “I anticipate we’ll be busy.”

In a message to advertisers on Twitter on Thursday, Mr. Musk said he was buying the company to “have a common digital town square, where a wide range of beliefs can be debated in a healthy manner.” He said Twitter “cannot become a free-for-all hellscape, where anything can be said with no consequences!” Mr. Musk said in addition to following laws, Twitter must be “warm and welcoming to all.”

He said Twitter aims to be a platform that “strengthens your brand and grows your enterprise.”

Twitter’s chief customer officer, Sarah Personette, tweeted that she had a discussion with Mr. Musk on Wednesday evening. “Our continued commitment to brand safety for advertisers remains unchanged,” she wrote. “Looking forward to the future!”

Mr. Trump has said he wouldn’t rejoin Twitter even if allowed. Representatives for Tesla and Mr. Trump didn’t respond to a request for comment.

Mr. Musk has completed the acquisition of Twitter, according to people familiar with the matter, after a monthslong legal battle in which he tried to back out of the $44 billion deal he agreed to in April. The judge overseeing the legal fight had said if the deal didn’t close by Friday she would schedule a November trial.

Twitter sent an email to some ad buyers earlier this week letting them know that the company is working with “the buyer” to close the acquisition by Friday and to acknowledge that Twitter is aware that advertisers have a lot of questions, according to the email, which was reviewed by The Wall Street Journal. The email, which didn’t name Mr. Musk, said Twitter would work “with the potential buyer to answer quickly.”

Advertising provided 89% of Twitter’s $5.08 billion revenue in 2021. Mr. Musk has said he hates advertising. In a series of tweets earlier this year, he suggested Twitter should move toward subscriptions and remove ads from Twitter Blue, a premium program that gives users additional features. 

Twitter will become a private company if Elon Musk’s $44 billion takeover bid is approved. The move would allow Musk to make changes to the site. WSJ’s Dan Gallagher explains Musk’s proposed changes and the challenges he might face enacting them. Illustration: Jordan Kranse

Mr. Musk describes himself as a “free speech absolutist” and has said Twitter should be more cautious about removing tweets or banning users.

Mr. Musk may have reasons to avoid any drastic changes to Twitter’s ad business. Twitter will take on $13 billion in debt in the deal. The online-ad markets already are shaky, amid concerns about the economy, with

Snap Inc.

and

Alphabet Inc.

posting lower-than-expected revenue results for the September quarter.

Like other ad-supported social-media platforms, Twitter provides advertisers with adjacency controls, tools that are meant to ensure ads don’t appear next to certain content the brands deem objectionable.

Ask WSJ

The Musk-Twitter Deal

WSJ Financial Editor Charles Forelle sits down with Alexa Corse, WSJ reporter covering Twitter, at 1 p.m. ET Oct. 28 to discuss Elon Musk’s takeover of Twitter. What does the future hold for the platform? And what does this deal mean for Mr. Musk’s business empire?

Some ad buyers said Twitter lags behind its competitors in providing so-called brand safety features. Joshua Lowcock, global chief media officer at UM Worldwide, an ad agency owned by Interpublic Group of Cos., called Twitter’s adjacency controls inadequate and “poorly thought through.”

Ad agency

Omnicom Media Group

evaluates the major social-media platforms’ progress on brand-safety tools every quarter. In July, Omnicom rated Twitter’s progress behind that of YouTube,

Facebook,

Instagram, TikTok and Reddit, according to a document reviewed by the Journal. Robert Pearsall, managing director of social activation at Omnicom Media Group, said Twitter has made agreements to improve its brand-safety controls to meet Omnicom’s standards, but it hasn’t introduced those changes to the market yet.

“There are significant concerns about the implications of a possible change to content moderation policy,” he said. Twitter has said it is working on tools to give advertisers a better idea of where their ads appear.

Advertising provided 89% of Twitter’s $5.08 billion revenue last year.



Photo:

Justin Sullivan/Getty Images

Automotive manufacturers have expressed concerns about advertising on Twitter under Mr. Musk’s ownership, given his role at electric-vehicle juggernaut Tesla, some ad buyers said. Advertisers often share data with Twitter and other platforms—on their own customers or people that are in the market for a car—to help target their ads at the right people. Some auto companies will be wary of doing so, out of concern that data may leak to Tesla, the buyers said.

Though Twitter relies on ad dollars, it isn’t one of the biggest players in the digital-ad economy. The company gets about 1.1% of U.S. digital-ad spending, according to Insider Intelligence, a much smaller slice than Google, Meta Platforms Inc. or

Amazon.com Inc.

Already, there have been signs of anxiety on Madison Avenue about Mr. Musk’s takeover of Twitter. In July, the company reported a 1% decrease in second-quarter revenue, which it blamed on uncertainty over the deal as well as broader pressures in the digital ad market.

Given Mr. Musk’s past remarks on advertising, some advertisers wonder if Mr. Musk may exit the ad business entirely.

“The question we keep getting asked is: Do we think Musk will turn off ads completely?” said UM Worldwide’s Mr. Lowcock.

Write to Patience Haggin at patience.haggin@wsj.com and Suzanne Vranica at suzanne.vranica@wsj.com

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Elon Musk’s Revived Twitter Deal Could Saddle Banks With Big Losses

Banks that agreed to fund

Elon Musk’s

takeover of

Twitter Inc.

TWTR -3.72%

are facing the possibility of big losses now that the billionaire has shifted course and indicated a willingness to follow through with the deal, in the latest sign of trouble for debt markets that are crucial for funding takeovers.

As is typical in leveraged buyouts, the banks planned to unload the debt rather than hold it on their books, but a decline in markets since April means that if they did so now they would be on the hook for losses that could run into the hundreds of millions, according to people familiar with the matter.

Banks are presently looking at an estimated $500 million in losses if they tried to unload all the debt to third-party investors, according to 9fin, a leveraged-finance analytics firm.

Representatives of Mr. Musk and Twitter had been trying to hash out terms of a settlement that would enable the stalled deal to proceed, grappling with issues including whether it would be contingent on Mr. Musk receiving the necessary debt financing, as he is now requesting. On Thursday, a judge put an impending trial over the deal on hold, effectively ending those talks and giving Mr. Musk until Oct. 28 to close the transaction.

The debt package includes $6.5 billion in term loans, a $500 million revolving line of credit, $3 billion in secured bonds and $3 billion in unsecured bonds, according to public disclosures. To pay for the deal, Mr. Musk also needs to come up with roughly $34 billion in equity. To help with that, he received commitment letters in May for over $7 billion in financing from 19 investors including

Oracle Corp.

co-founder and

Tesla Inc.

then-board member

Larry Ellison

and venture firm Sequoia Capital Fund LP.

Twitter will become a private company if Elon Musk’s $44 billion takeover bid is approved. The move would allow Musk to make changes to the site. WSJ’s Dan Gallagher explains Musk’s proposed changes and the challenges he might face enacting them. Illustration: Jordan Kranse

The Twitter debt would be the latest to hit the market while high-yield credit is effectively unavailable to many borrowers, as buyers of corporate debt are demanding better terms and bargain prices over concerns about an economic slowdown.

That has dealt a significant blow to a business that represents an important source of revenue for Wall Street banks and has already suffered more than $1 billion in collective losses this year.

The biggest chunk of that came last month, when banks including Bank of America,

Goldman Sachs Group Inc.

and

Credit Suisse Group AG

sold debt associated with the $16.5 billion leveraged buyout of Citrix Systems Inc. Banks collectively lost more than $500 million on the purchase, the Journal reported.

Banks had to buy around $6 billion of Citrix’s debt themselves after it became clear that investors’ interest in the total debt package was muted.

“The recent Citrix deal suggests the market would struggle to digest the billions of loans and bonds contemplated by the original Twitter financing plan,” said Steven Hunter, chief executive at 9fin.

People familiar with Twitter’s debt-financing package said the banks built “flex” into the deal, which can help them reduce their losses. It enables them to raise the interest rates on the debt, meaning the company would be on the hook for higher interest costs, to try to attract more investors to buy it.

However, that flex is usually capped, and if investors still aren’t interested in the debt at higher interest rates, banks could eventually have to sell at a discount and absorb losses, or choose to hold the borrowings on their books.

Elon Musk has offered to close his acquisition of Twitter on the terms he originally agreed to.



Photo:

Mike Blake/REUTERS

The leveraged loans and bonds for Twitter are part of $46 billion of debt still waiting to be split up and sold by banks for buyout deals, according to Goldman data. That includes debt associated with deals including the roughly $16 billion purchase of

Nielsen Holdings

PLC, the $7 billion acquisition of automotive-products company

Tenneco

and the $8.6 billion takeover of media company

Tegna Inc.

Private-equity firms rely on leveraged loans and high-yield bonds to help pay for their largest deals. Banks generally parcel out leveraged loans to institutional investors such as mutual funds and collateralized-loan-obligation managers.

When banks can’t sell debt, that usually winds up costing them even if they choose not to sell at a loss. Holding loans and bonds can force them to add more regulatory capital to protect their balance sheets and limit the credit banks are willing to provide to others.

In past downturns, losses from leveraged finance have led to layoffs, and banks took years to rebuild their high-yield departments. Leveraged-loan and high-yield-bond volumes plummeted after the 2008 financial crisis as banks weren’t willing to add on more risk.

Indeed, many of Wall Street’s major banks are expected to trim the ranks of their leveraged-finance groups in the coming months, according to people familiar with the matter.

Still, experts say that banks look much better positioned to weather a downturn now, thanks to postcrisis regulations requiring more capital on balance sheets and better liquidity.

“Overall, the level of risk within the banking system now is just not the same as it was pre-financial crisis,” said Greg Hertrich, head of U.S. depository strategy at Nomura.

Last year was a banner year for private-equity deal making, with some $146 billion of loans issued for buyouts—the most since 2007.

However, continued losses from deals such as Citrix and potentially Twitter may continue to cool bank lending for M&A, as well as for companies that have low credit ratings in general.

“There’s going to be a period of risk aversion as the industry thinks through what are acceptable terms for new deals,” said Richard Ramsden, an analyst at Goldman covering the banking industry. “Until there’s clarity over that, there won’t be many new debt commitments.”

Write to Alexander Saeedy at alexander.saeedy@wsj.com, Laura Cooper at laura.cooper@wsj.com and Ben Dummett at ben.dummett@wsj.com

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Elon Musk and Twitter at Odds Over Terms of Agreement to Close Deal

Representatives of Elon Musk and Twitter Inc. are still grappling with terms of an agreement that would enable the purchase of the social-media company to proceed, continuing a monthslong drama surrounding the fate of the blockbuster deal.

The discussions are the latest the two sides have held as a courtroom clash draws nearer. They quietly held unsuccessful talks about a possible cut to the price of $44 billion for the social-media platform before Mr. Musk reversed course Monday and said he would return to the original agreement’s terms, people familiar with the matter said.

As of late Wednesday, representatives of Mr. Musk and Twitter were trying to hash out the details of his proposal this week to stick to that original agreement, the people familiar with the matter said. Sticking points include what would be required from both sides for litigation over the stalled deal to be dropped and whether the deal’s closing would be contingent on Mr. Musk receiving the necessary debt financing, some of the people said.

There was initially hope a deal could be reached Tuesday or Wednesday, averting a trial scheduled to start Oct. 17, the people said. The two sides have agreed to delay Mr. Musk’s deposition, which was scheduled to begin Thursday in Texas, some of the people said, to continue efforts to reach agreement on how to move forward.

The informal discussions about a cut in the $44 billion purchase price happened in a series of conference calls in recent weeks between lawyers and ended after the two sides failed to agree on terms of a potential deal, the people said.

The price-cut talks had broken off before Mr. Musk caught Twitter off-guard by sending Twitter’s lawyers a two-sentence letter proposing to move forward on the original terms.

Mr. Musk’s apparent change of heart Monday surprised many observers. The Tesla Inc. chief executive had spent the past several months trying to back out of the deal after alleging Twitter misled him about key elements of its business, including the amount of spam on its platform.

In July, Mr. Musk formally moved to walk away from the deal, prompting Twitter to sue him to follow through with the transaction on the agreed terms. Mr. Musk countersued, alleging Twitter misrepresented the condition of its business and key metrics about the users on its platform, which Twitter has denied.

For now, the Delaware Chancery Court judge presiding over the legal battle is pressing ahead with trial preparations.

Chancellor Kathaleen McCormick ordered Mr. Musk’s team Wednesday to search for any more possible electronic messages requested by Twitter as the two sides prepare for a five-day, nonjury trial in Wilmington, Del. She said neither party had moved to stop the litigation.

“The parties have not filed a stipulation to stay this action, nor has any party moved for a stay,” the judge wrote Wednesday. “I, therefore, continue to press on toward our trial set to begin on October 17.”

The Musk team has been aggressive in pushing for broad information from Twitter, including a range of employee communications and data related to spam and fake accounts. Those requests at times prompted frustration from Chancellor McCormick. She granted some requests but denied others, and once called Mr. Musk’s data requests “absurdly broad.”

Legal experts have maintained from the beginning that Twitter appeared to have the stronger case, in part because Mr. Musk waived due diligence before agreeing to the deal and the merger agreement gave Twitter the right to sue him to follow through with it under a concept called “specific performance.”

Still, even a small risk of Mr. Musk prevailing in a trial could be too much for a company the size of Twitter to bear. For this reason, the majority of broken deal cases end in negotiated settlements, often with a small price cut. Such was the case with litigation between LVMH Moët Hennessy Louis Vuitton SE and Tiffany & Co. in 2020. Those parties agreed to a nearly 3% price cut to avert a trial.

While Twitter’s stock price has held up because of Mr. Musk’s potential acquisition, its performance has declined. The company reported a drop in revenue in the second quarter that it blamed on weakness in the advertising industry and uncertainty related to Mr. Musk’s acquisition.

Mr. Musk has given few specific details about his plans for Twitter, but he has said he wants to transform Twitter as a private company and unlock what he called its extraordinary potential as a platform for free speech.

Write to Cara Lombardo at cara.lombardo@wsj.com and Alexa Corse at alexa.corse@wsj.com

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Elon Musk’s Twitter Reversal Revives Takeover Bid for a Now-Weaker Firm

Elon Musk’s

latest about-face over his $44 billion deal to buy

Twitter Inc.

TWTR -1.35%

has him poised to take over a company that is weaker than it was before he tried to abandon the agreement—thanks in part to his own actions.

Broad economic concerns have intensified since July 8, when Mr. Musk made public his intention to terminate the deal. The Federal Reserve has raised interest rates by 0.75 percentage point at a second and third straight meeting, the Dow Jones Industrial Average last week fell into what investors call a bear market, and Twitter’s social-media rival

Snap Inc.

is slashing jobs.

While Twitter’s stock price has held up because of Mr. Musk’s potential acquisition, its performance has declined. The company reported a surprising decline in revenue in the second quarter that it blamed on weakness in the advertising industry and uncertainty related to Mr. Musk’s acquisition.

Twitter this year is expected by analysts to report one of its slowest annual rates of sales growth ever as a public company, at 4.5%. In 2021, revenue rose 37%.

Mr. Musk has given few specific details about his plans for Twitter, but the billionaire chief executive of

Tesla Inc.

has said he wants to transform Twitter as a private company and unlock what he called its extraordinary potential as a platform for free speech.

He has talked about modifying Twitter’s rules around content moderation, reducing its reliance on advertising—which provided more than 90% of its revenue in this year’s second quarter—and making Twitter’s algorithms open source, which would allow others to view and recommend changes. Mr. Musk also has proposed “defeating the spam bots and authenticating all humans.”

In texts released last week as part of the litigation between Twitter and Mr. Musk over his effort to abandon the deal, Mr. Musk said in April that his biggest concerns were Twitter’s head count and expense growth. He also said he wanted to oversee software development at Twitter and works better with engineers than people with business degrees.

Twitter will become a private company if Elon Musk’s $44 billion takeover bid is approved. The move would allow Mr. Musk to make changes to the site. WSJ’s Dan Gallagher explains Mr. Musk’s proposed changes and the challenges he might face enacting them. Illustration: Jordan Kranse

There are no guarantees that Mr. Musk will follow through with his proposal and close the transaction. Mr. Musk and Twitter are scheduled to go to trial Oct. 17 in Delaware over his effort to abandon the deal, and that could still go forward.

On Wednesday, the Delaware Chancery Court judge presiding over the legal battle said she is pressing ahead with preparing for the trial and issued a ruling that asked Mr. Musk’s legal team to produce more of his text messages to the extent they haven’t done so already.

Should a deal occur and avert a trial, the resolution could ease some of the uncertainty surrounding the company’s future.

“Assuming the deal closes, it’s a good price for shareholders,” said Jason Goldman, former Twitter product chief and board member. “But it’s a bad outcome for everyone else,” including employees who have labored under the uncertainty and users who rely on the product, he said. Mr. Goldman said he didn’t think Mr. Musk has presented serious ideas about how he would lead such an influential platform.

Mr. Musk has proven doubters wrong before in becoming the world’s wealthiest person. He has turned Tesla into the world’s most valuable car company and a leader in electric vehicles, and his SpaceX company is the world’s busiest rocket-launch operation.

Mr. Musk’s legal team declined to comment Tuesday about his proposal. Twitter on Tuesday confirmed receipt of Mr. Musk’s letter and said it intends to close the transaction at the original price of $54.20 a share.

The outlook for the social-media industry has darkened in recent weeks.

Snap Inc.

in August said it was slashing one-fifth of its workforce and curbing investment in a range of areas after a slowdown in its business. Facebook parent

Meta Platforms Inc.

last week told employees it was implementing a hiring freeze and looking for other ways to cut costs.

In July, Twitter said in a regulatory filing that attrition was slightly higher than in normal economic times, but remained in line with current industry trends. Twitter said Tuesday that it had anticipated higher attrition this year even before the merger agreement.

In addition, Twitter’s former head of security,

Peiter Zatko,

emerged in August with a whistleblower complaint listing a litany of criticisms about the company’s management of security and privacy issues. That complaint prompted new scrutiny from Washington lawmakers. Twitter CEO

Parag Agrawal

told employees in a memo at the time that the spotlight on Twitter would “only make our work harder.” Twitter also said that Mr. Zatko’s claims were inaccurate.

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Despite the industry’s challenges, Twitter said in July that its audience has grown, reporting a second-quarter average of 237.8 million monetizable daily active users, up 17% from the same period a year earlier. Advertising revenue increased 2% in the second quarter compared with the year-earlier period.

Mr. Musk, when he met with Twitter employees in June, was asked about what he would consider successful for Twitter five to 10 years from now, and said a substantial increase in daily active users to over a billion, according to people familiar with the meeting. He also said during the meeting that Twitter should be entertaining, like TikTok, and that he admired the Chinese app

WeChat,

which is used heavily in China for a range of purposes including e-commerce and social networking.

Asked about his stance on free speech, Mr. Musk drew a distinction between freedom of speech and freedom of reach, according to attendees. He said that meant people should be allowed to say pretty outrageous things within the law but didn’t necessarily deserve to have their tweets amplified and spread virally across Twitter.

In the texts released last week, Mr. Musk said in April, “Twitter is obviously not going to be turned into some right wing nuthouse. Aiming to be as broadly inclusive as possible.”

Accomplishing that balance will be a challenge, content-moderation analysts said Tuesday.

“Elon Musk and his new leadership are about to get a crash course in the complexities of moderating harmful content,” said Eddie Perez, a former Twitter employee who worked on civic integrity and misleading information and is a board member at the OSET Institute, a nonpartisan election-technology group.

Write to Alexa Corse at alexa.corse@wsj.com

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