Tag Archives: shareholdings

Elon Musk Buys Twitter, Immediately Fires CEO and CFO

Elon Musk

fired several Twitter Inc. executives after completing his takeover of the company, according to people familiar with the matter, capping an unusual corporate battle and setting up one of the world’s most influential social-media platforms for potentially broad change.

Mr. Musk fired Chief Executive Parag Agrawal and Chief Financial Officer Ned Segal after the deal closed, the people said. Mr. Musk also fired Vijaya Gadde, Twitter’s top legal and policy executive, and Sean Edgett, general counsel. Spokespeople for Twitter didn’t comment.

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?

Hours after those actions, Mr. Musk tweeted: “the bird is freed” in a seeming reference to Twitter, which has a blue bird as its logo.

Mr. Musk first agreed to buy Twitter in April for $44 billion, then threatened to walk away from the deal, before reversing course this month and committing to see through the acquisition. He previously indicated unhappiness with some of the top ranks at Twitter, at one point responding to a tweet from Mr. Agrawal with a poop emoji. He also used the site to mock Ms. Gadde, the top legal boss, tweeting an image overlaid with text that repeated allegations Twitter had a left-wing political bias.

It wasn’t immediately clear who would step into the top positions left vacant by Thursday’s exits. CNBC earlier reported the departures of Mr. Agrawal and Mr. Segal.

The deal, in which Twitter will again become a private company, adds to Mr. Musk’s expansive business reach, which includes running

Tesla Inc.,

the world’s most-valuable car company, and rocket company Space Exploration Technologies Corp., or SpaceX, among other endeavors. Mr. Musk, who had become Twitter’s largest individual shareholder, previously said he would pay for the acquisition mostly with cash, some contributed by co-investors, and $13 billion in debt.

There were signs this week indicating that Mr. Musk was moving closer to acquiring the social-media platform by Friday’s 5 p.m. deadline. Banks started sending money backing the deal, The Wall Street Journal reported. Mr. Musk also has changed his Twitter bio to “Chief Twit,” showed himself walking into the San Francisco headquarters of the social-media platform, and issued a statement on Twitter explaining his vision for the site to advertisers.

Closing the deal ends a monthslong saga of whether Mr. Musk would or wouldn’t purchase the company. The acquisition also puts one of the world’s most prominent social-media platforms under the control of the world’s richest person, with implications for the future of online discourse.

A self-described free-speech absolutist, Mr. Musk has pledged to limit content moderation in favor of emphasizing free speech. However, that approach risks causing conflicts with some advertisers, politicians and users who would prefer a more-moderated platform.

Elon Musk completed the deal for Twitter a day before a court-imposed deadline.



Photo:

Carina Johansen/NTB/Agence France-Presse/Getty Images

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 the platform must be “warm and welcoming to all” and suggested Twitter could let people “choose your desired experience according to your preferences, just as you can choose, for example, to see movies or play videogames ranging from all ages to mature.”

Mr. Musk’s decision to go through with the Twitter takeover came two weeks before a trial in Delaware was set to begin over the stalled deal. The judge presiding over the legal clash agreed to pause the litigation, granting a request by Mr. Musk for more time to complete the takeover. The judge gave Mr. Musk until Oct. 28 to follow through with his offer, or said she would schedule a November trial.

Mr. Musk offered in April to buy Twitter for $54.20 a share—higher than the company was valued at the time. In the months since the deal was struck, Twitter has faced efforts by Mr. Musk to abandon the deal, a whistleblower complaint in which Twitter’s former head of security accused the company of security and privacy problems, and unsuccessful talks to negotiate a lower price with Mr. Musk.

The New York Stock Exchange has suspended Twitter shares from trading, starting Friday. The stock closed Thursday at $53.70.

Mr. Musk’s takeover leaves big questions over the future of the platform, including how he might revamp its business model and how he might implement changes he has proposed for the way it polices content.

Like other social-media companies, Twitter heavily relies on digital advertising and has faced headwinds in recent months due to broad economic uncertainty. It will also be saddled with billions in debt as a result of the deal, and payments on those loans will add costs for a company that has posted a loss in eight of its past 10 fiscal years.

Twitter will be saddled with billions of dollars in debt as a result of the deal.



Photo:

Godofredo A. Vásquez/Associated Press

The deal turned into a wild business drama with little precedent. Mr. Musk moved to buy Twitter in April. After signing a merger agreement, however, he accused the company of misrepresenting the prevalence of fake and spam accounts on its platform, which Twitter denied.

He formally tried to abandon the deal in July, prompting Twitter to sue him to enforce the original merger agreement. Mr. Musk countersued.

In early October, Mr. Musk suddenly abandoned his legal battle with Twitter, with little public explanation. After his reversal, he tweeted that “Buying Twitter is an accelerant to creating X, the everything app.” He previously suggested he could create a social-media platform named X.com if he didn’t buy Twitter.

Eric Talley, a law professor at Columbia University, said after the most recent about-face that several factors were piling up against Mr. Musk, including rulings from the court denying some of Mr. Musk’s discovery requests. Chancellor Kathaleen McCormick, who was overseeing the case in Delaware, had called some of his data requests “absurdly broad.”

“He has spent months with various attempts to figure out ways out of this deal,” Mr. Talley said. “All those windows had started to close and some of them closed completely.”

Vijaya Gadde, Twitter’s top legal executive, whom Elon Musk mocked on the site, is among the ousted executives.



Photo:

Martina Albertazzi/Bloomberg News

Mr. Musk’s specific plans for the company remain unclear. He could return Twitter to public ownership after just a few years, the Journal previously reported.

By taking Twitter private, the billionaire entrepreneur likely can take more risks to jump-start the company’s business. “It’s going to be bumpy,” said Youssef Squali, lead internet analyst at Truist Securities. “He can take it away for a couple of years, really kind of re-engineer the whole thing,” Mr. Squali said.

Mr. Musk has suggested he wants to shift Twitter away from its advertising-heavy business model to other forms of revenue, including a greater emphasis on subscriptions. Advertising accounted for more than 90% of Twitter’s revenue in the second quarter of this year.

He said he would allow former President Donald Trump back on the platform, though Mr. Trump has said he doesn’t intend to return to it. Twitter banned Mr. Trump in the wake of the Jan. 6, 2021, attack on the U.S. Capitol, citing what the company called the risk of further incitement of violence.

“Twitter is obviously not going to be turned into some right wing nuthouse. Aiming to be as broadly inclusive as possible,” Mr. Musk said in a message that was among a trove released as part of the legal battle.

The prospect of Mr. Musk taking over Twitter, as well as the subsequent uncertainty over the deal, roiled many Twitter employees. Twitter has told employees that they will hear from Mr. Musk on Friday, according to an internal note reviewed by the Journal.

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

Copyright ©2022 Dow Jones & Company, Inc. All Rights Reserved. 87990cbe856818d5eddac44c7b1cdeb8



Read original article here

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

Copyright ©2022 Dow Jones & Company, Inc. All Rights Reserved. 87990cbe856818d5eddac44c7b1cdeb8



Read original article here

Elon Musk’s Twitter Takeover Close at Hand as Banks Begin to Turn Over $13 Billion of Cash

Banks have started to send $13 billion in cash backing

Elon Musk’s

takeover of

Twitter Inc.,

TWTR 1.08%

according to people familiar with the matter, the latest sign the $44 billion deal for the social-media company is on track to close by the end of the week after months of twists and turns.

Mr. Musk late Tuesday sent a so-called borrowing notice to the banks that agreed to provide him with the debt for the purchase, one of the people said. That kicked off a process that is currently under way by which banks will deposit funds they are on the hook for into an escrow account after hammering out final details of the debt contracts, the people said.

Once final closing conditions are met, the funds will be made available for Mr. Musk to execute the transaction by the Friday deadline.

It indicates the deal is on track to close, after Mr. Musk visited Twitter’s San Francisco office Wednesday. “Entering Twitter HQ – let that sink in!” Mr. Musk tweeted, along with a video of himself walking into Twitter’s headquarters carrying a white basin.

Twitter told employees in an internal message that they would hear directly from Mr. Musk on Friday, according to an internal note reviewed by The Wall Street Journal.

The billionaire also changed the bio description on his Twitter profile to “Chief Twit” and added his location as “Twitter HQ.”

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

Funding notices are typically sent three to five days in advance of when the money is needed. In normal circumstances, such documents are part of the mundane deal-closing procedures handled by back-office staffers that receive little to no mention. But after Mr. Musk spent months trying to back out of the deal to buy Twitter before flip-flopping and agreeing to go through with it earlier this month, Wall Street and Silicon Valley alike have been on high alert for evidence that he will actually follow through.

If Mr. Musk proceeds to close the deal as the signs currently suggest, it would bring to an end a six-month-long corporate drama and Twitter would cease to be publicly traded, with its current shareholders receiving $54.20 a share. The outspoken billionaire entrepreneur is expected to take the influential platform in a new direction, having floated ideas for changing Twitter, including by limiting content moderation and ushering in a new business model.

As recently as earlier this month, Mr. Musk was slated to face Twitter in a Delaware court over the stalled deal. He had argued the company misled him about its business including the amount of spam on its platform. Twitter countered that he was looking for an out after a market downturn gave him cold feet.

Twitter has been at the center of a six-month-long corporate drama that appears to be close to an end.



Photo:

Justin Sullivan/Getty Images

Then, in the days before he was to sit for a deposition, Mr. Musk changed his position again and proposed closing the deal at the original price. The judge presiding over the legal clash postponed a trial scheduled to start Oct. 17 and gave Mr. Musk until Oct. 28 to close the deal.

Chancellor Kathaleen McCormick said if the deal doesn’t close by that date, the parties should contact her to schedule a November trial.

The closing of the deal won’t be the end of the story for the banks that agreed to help fund it, including

Morgan Stanley,

MS 0.50%

Bank of America Corp.

BAC 0.88%

and

Barclays

BCS -0.14%

PLC. They are likely to hold on to the debt rather than sell it to third-party investors, as is the norm in such deals, until the new year or later, people familiar with the matter have said. Those lenders could face upward of $500 million in losses if they tried to sell Twitter’s debt at current market levels, as many investors are worried about a recession and curbing new exposure to risky bonds and loans.

—Alexa Corse and Lauren Thomas contributed to this article.

Write to Laura Cooper at laura.cooper@wsj.com, Alexander Saeedy at alexander.saeedy@wsj.com and Cara Lombardo at cara.lombardo@wsj.com

Copyright ©2022 Dow Jones & Company, Inc. All Rights Reserved. 87990cbe856818d5eddac44c7b1cdeb8



Read original article here

Elon Musk’s Twitter Takeover Debt to Be Held by Banks Amid Turbulent Markets

Banks that committed to help finance

Elon Musk’s

takeover of Twitter Inc. plan to hold all $13 billion of debt backing the deal rather than syndicate it out, according to people familiar with the matter, in another blow to a market that serves as a crucial source of corporate funding.

Twitter could have the dubious distinction of being the biggest so-called hung deal of all time, surpassing a crop of them in the global financial crisis, when banks were stuck with around $300 billion of committed debt they struggled to sell to investors.

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 move threatens to bring the faltering leveraged-buyout pipeline to a standstill by tying up capital that Wall Street could otherwise use to back new deals.

The $44 billion Twitter takeover is backed by banks including Morgan Stanley,

Bank of America Corp.

and Barclays PLC, which signed agreements in April to provide Mr. Musk with the debt financing he needed to buy the company. They had originally intended to find third-party investors, such as loan asset managers and mutual funds, who would ultimately lend the money as is customary in leveraged buyouts.

But rising interest rates and growing concerns about a recession have cooled investors’ appetite for risky loans and bonds. Mr. Musk’s past criticism of Twitter’s alleged misrepresentation of the condition of its business and the number of fake accounts on the platform aren’t helping either—nor is a deterioration in Twitter’s business, the people added.

Banks would likely face losses of around $500 million or more if they tried to sell Twitter’s debt at current market prices, The Wall Street Journal previously reported. If all the banks hold the debt instead, they can mark it at a higher value on their books on the premise that prices will eventually rebound.

Banks also face a timing problem: Mr. Musk and Twitter have until Oct. 28 to close his planned purchase, and there is still no guarantee the unpredictable billionaire will follow through or some other trouble won’t arise. (If the deal doesn’t close by that time, the two parties will go to court in November.) That means the banks wouldn’t have enough time to market the debt to third-party investors, a process that normally takes weeks, even if they wanted to sell it now.

Assuming the deal closes, banks hope to be able to sell some of Twitter’s debt by early next year, should market conditions improve by then, some of the people said. Twitter’s banks are discussing how to potentially slice up the debt into different pieces that could be easier for hedge-fund investors or direct lenders to swallow, one of these people said.

The banks have good reason to want to hold the debt for as short a time period as possible.

Holding loans and bonds can force them to set more capital aside to meet regulatory requirements, limiting the credit banks are able to provide to others. Banks also face year-end stress tests, and they will want to limit their exposure to risky corporate debts before regulators evaluate the soundness of their balance sheets.

So far this year, banks have already taken hundreds of millions of dollars worth of losses and been forced to hold a growing amount of buyout debt.

Twitter’s debt, including $6.5 billion of term loans and $6 billion of bonds, would add to the increasing pile banks eventually intend to syndicate, recently estimated by

Goldman Sachs

at around $45 billion.

Banks’ third-quarter earnings showed a steep drop-off in revenue tied to deal-making. Goldman’s debt-underwriting revenue dropped to $328 million in the third quarter from $726 million a year earlier.

Morgan Stanley CEO

James Gorman

said recently that his bank has been “quite cautious in the leveraged-finance arena” for new deals, while Bank of America’s

Brian Moynihan

said “there’s been a natural retrenching” in the leveraged-loan market and the bank “was working to get through the pipeline” of existing deals.

Private-equity firms, which rely heavily on debt to fund their buyouts, have increasingly turned to private-credit providers such as Blackstone Credit and

Blue Owl Capital Inc.

These firms don’t have to split up and sell debt and can provide funding from investment vehicles established to do so. Although it is more expensive and harder to come by than earlier this year, private-credit providers have been the main source of buyout financing recently.

To deal with debts they have already committed to, banks have gotten increasingly creative.

In a take-private of Citrix Systems Inc., banks agreed to turn some $6 billion of syndicated term loans into a more traditional bank loan that they chose to keep on their balance sheets, but they sold around $8 billion of bonds and loans at a loss of more than $500 million, the Journal reported. There was also a revision in the financing structure of the Nielsen Holdings PLC take-private, with $3 billion in unsecured bonds becoming a junior secured loan that private-credit provider

Ares Capital Corp.

agreed to lead. The banks held the remainder of Nielsen’s roughly $9 billion of debt on their balance sheets.

Write to Laura Cooper at laura.cooper@wsj.com and Alexander Saeedy at alexander.saeedy@wsj.com

Copyright ©2022 Dow Jones & Company, Inc. All Rights Reserved. 87990cbe856818d5eddac44c7b1cdeb8

Read original article here

Opinion: Elon Musk pumps Tesla stock with ridiculous $4 trillion target. Is a dump coming next?

Another Tesla Inc. earnings call, and another fanciful Elon Musk prediction that likely encouraged yet another open file at the Securities and Exchange Commission on Wednesday.

The chief executive of Tesla Inc.
TSLA,
+0.84%
told investors Wednesday that he believes the valuation of the electric-car maker will exceed the combined market capitalization of the two most valuable companies in the world: Apple Inc.
AAPL,
+0.08%
and Saudi Arabian Oil Co.
2222,
+0.42%.

“I am of the opinion that we can far exceed Apple’s current market cap,” Musk said. “In fact, I see a potential path for Tesla to be worth more than Apple and Saudi Aramco combined.”

Based on Wednesday’s closing prices, the combined market capitalization of those two companies is about $4.4 trillion U.S. dollars. But at least he added a caveat — “That doesn’t mean it will happen or that it will be easy, in fact it will be very difficult, require a lot of work, very creative new products, expansion and always good luck.”

Full earnings coverage: Elon Musk teases massive Tesla stock buyback as CFO trims forecast for annual deliveries and stock falls

This type of outrageous prediction is not new for Musk. He already predicted that Tesla would be worth as much as Apple, and its market cap now is roughly the same size as Apple’s was then, though his explanation for why Tesla would spike to that level was way off.

The situation Musk is in right now, though, is new. As the soap opera that has erupted from his deal to buy Twitter Inc.
TWTR,
+0.10%
draws to a close, he is believed to need somewhere between $5 billion and $8 billion to finish off that deal, as our colleagues at Barron’s recently reported, and his only real avenue to that kind of cash is to sell Tesla stock.

Musk was precluded from selling shares before Tesla’s earnings report due to SEC rules, so what better way to try and pump Tesla’s stock before that blackout ended than to make some far-out predictions on the company’s earnings call?

From Barron’s: A Tesla stock sale is coming. We know who, why and when, but not how much.

A $4 trillion-plus price target wasn’t the only eye-opening claim Musk made in Wednesday’s call. He also told investors that he expected Tesla to perform the first stock buyback in its corporate history next year, and a large one at that: $5 billion to $10 billion.

“Even in a downside scenario next year, given next year is very difficult, we still have the ability to do a $5 [billion] to $10 billion buyback. This is obviously pending board review and approval,” he said. “So it’s likely that we will do some meaningful buyback.”

It is very odd to announce a share repurchase plan before it is approved and officially put in place by a board of directors, though sharing the news early is not automatically a violation of securities laws, said Stephen Diamond, an associate professor at Santa Clara University School of Law.

“Best practices would suggest waiting until you have your ducks in a row before making such an announcement, but I doubt it creates any obvious legal problems,” he said.

He added that the Tesla board is likely seeking approval from its auditors and legal counsel for the share repurchase, which would be why it isn’t approved yet.

“There is an accounting test under Delaware law that the company must meet in order to buy back shares,” Diamond said in an email. “Generally, it can only buy back shares if there is a ‘surplus’ available. To assess that would require support from their internal finance team to the board and likely as well outside opinions from their auditors and legal counsel.” 

While early disclosure of buyback plans would not register alarms at the SEC office automatically, these types of pronouncements from Musk specifically will perk up some ears at the regulator’s offices. Musk has already faced recriminations from the agency for earlier statements, and been targeted for failing to live up to the settlement he agreed to in that case. Musk is also reportedly actively being investigated for his behavior as he moved to acquire Twitter, which Twitter seemed to confirm in a legal filing earlier this month.

More: Elon Musk’s legal battle with Twitter may be over, but his war with the SEC continues

On the call, Musk would only say that he is “excited about the Twitter situation,” while admitting that “myself and the other investors are obviously overpaying for it right now.”

Tesla officials did not respond to a request for comment or answer a question about whether Musk does need to sell more Tesla shares to complete the Twitter deal.

The question for Tesla investors, though, is whether they have overpaid for Tesla stock before another round of stock sales from Musk, who has already offloaded billions in shares in the past year, which reportedly resulted in yet another SEC inquiry. On Wednesday, though, shares fell more than 6% in after-hours trading despite the chief executive’s boosterism, which seemed to be overshadowed by a revenue miss and trimmed forecast.

Perhaps investors are finally seeing through Musk’s earnings-call bloviating that boosted the value of Tesla’s shares in the past. But if Musk sells Tesla shares in the coming days after trying to talk up the company’s value, it won’t be the investors who knock on his door, it might be the SEC yet again.

Read original article here

Peloton Co-Founder John Foley Faced Repeated Margin Calls From Goldman Sachs as Stock Slumped

John Foley,

the co-founder and former chief executive of

Peloton Interactive Inc.,

PTON -3.41%

faced repeated margin calls on money he borrowed against his Peloton holdings before he left the fitness company’s board last month, according to people familiar with the situation.

As Peloton’s shares slumped over the past year,

Goldman Sachs Group Inc.

GS -2.11%

asked Mr. Foley several times to provide fresh funds or additional collateral for personal loans the bank had extended to him, the people said. The company’s share price has fallen nearly 95% from its $160 peak in December 2020.

Resigning from the board gave Mr. Foley flexibility to sell or pledge more Peloton shares, though he said the margin calls weren’t the reason he left the company.

“I didn’t resign from the board because I was underwater,” he said. “To the extent that I took on debt through Goldman, it was because I am bullish on Peloton and still am. It was and is a great company.”

The former chairman and CEO had pledged as collateral about 3.5 million Peloton shares as of the end of September 2021, or about 20% of his stake at the time, securities filings show. The pledged shares were worth more than $300 million a year ago. At current prices, they are worth roughly $30 million.

Peloton has cut thousands of jobs this year to stem its losses.



Photo:

John Smith/VIEWpress/Getty Images

Mr. Foley was able to secure private financing and avoid stock sales by Goldman, the people said. He declined to say on Monday how much of his current stake had been pledged or how much he had borrowed against his holdings.

His seat on the board limited his ability to raise additional funds because most public companies prohibit directors and executives from selling their shares during certain trading periods. In addition, Peloton’s policy limits pledges for margin loans by directors or executives to 40% of the value of an individual’s shares or vested options.

Mr. Foley’s decision to leave the board on Sept. 12 followed a tumultuous several months at the company he co-founded a decade ago, as well as a sharp decline in his personal wealth as Peloton’s sagging fortunes diminished the value of his holdings. His stake in the company, worth $1.5 billion a year ago, is currently worth less than $100 million.

“Everyone can see I had a rocky year,” Mr. Foley said. “This was not a fun personal balance-sheet reset.”

Barry McCarthy, a Silicon Valley veteran, became Peloton’s CEO in February.



Photo:

Angela Owens/The Wall Street Journal

In February, Mr. Foley stepped down as Peloton’s CEO and was succeeded by

Barry McCarthy,

a former

Netflix Inc.

and Spotify Technology SA executive. Mr. Foley kept his position as Peloton’s executive chairman and continued to hold a controlling stake in the company through Class B shares with 20 votes apiece.

A few weeks later, Mr. Foley reported selling $50 million worth of Peloton shares in a private transaction. At the time, Peloton said the sale was part of the executive’s personal financial planning. The sale left him and his wife,

Jill Foley,

a former Peloton executive, with 6.6 million shares and options on another 8.4 million, according to securities filings, which combined are currently worth less than $100 million. He hasn’t reported any stock or option sales since March. Business Insider reported in March that Mr. Foley was in discussions with Goldman about restructuring his personal loans.

Peloton’s business deteriorated throughout the spring and summer, with the company in August reporting a $1.2 billion loss and the first ever quarter in which its subscriber numbers failed to grow. The company has cut thousands of jobs this year to stem its losses, including a round of layoffs unveiled last week.

Mr. Foley’s 10-year tenure as CEO was marked by rapid growth and sometimes lavish spending. He took heat from Peloton employees last December for hosting a black-tie holiday party that included some of the company’s celebrity instructors weeks after implementing a hiring freeze. Pictures circulated on Instagram of gown-clad instructors dancing at New York’s luxury Plaza Hotel. Mr. Foley acknowledged on social media that the event caused “frustration and angst” among employees.

Peloton has been on a wild ride, announcing its CEO was stepping down and thousands of jobs would be cut, despite seeing a surge in sales early in the pandemic. Here’s why Peloton became a viral success, and why it’s spinning out now. Photo illustration: Jacob Reynolds

That same month, Mr. Foley paid $55 million to purchase an oceanfront mansion in East Hampton, N.Y., according to real-estate records and people familiar with the transaction. He and Ms. Foley in September put their Manhattan penthouse up for sale. The property, last priced at $6.5 million, is in contract to be sold, according to listings website StreetEasy.

Margin loans, or borrowing against portfolios of stocks and bonds, come with the risk that a broker can call for additional cash or collateral to meet the minimum equity required if a security’s price drops too low. Sharp drops in stock prices during the 2000 dot-com burst and the 2008 financial crisis generated margin calls for executives at well-known companies.

John Foley paid $55 million to purchase this oceanfront mansion in East Hampton, N.Y.



Photo:

PICTOMETRY

Peloton requires directors, executives and employees to get approval for pledging their shares as collateral for margin loans. Other Peloton executives also have pledged some of their Class B holdings, and in the annual report Peloton filed last month, the company warned that investors could be harmed if its stock fell and executives were forced to sell shares.

Goldman has worked closely with Peloton, including when Mr. Foley was the CEO. The investment bank was one of the lead underwriters of the company’s initial public offering in 2019. Goldman bankers also co-led a $1 billion stock offering in November 2021.

Investors initially soured on Peloton—its shares fell 11% the day they made their debut at $29. The stock surged in 2020 during the onset of the Covid-19 pandemic, giving the company a peak market value of $50 billion and making Mr. Foley a billionaire on paper. The shares closed down 3.4% Tuesday at $8.78.

and Katherine Clarke contributed to this article.

Write to Sharon Terlep at sharon.terlep@wsj.com and Suzanne Vranica at suzanne.vranica@wsj.com

Copyright ©2022 Dow Jones & Company, Inc. All Rights Reserved. 87990cbe856818d5eddac44c7b1cdeb8

Read original article here

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

Copyright ©2022 Dow Jones & Company, Inc. All Rights Reserved. 87990cbe856818d5eddac44c7b1cdeb8

Read original article here

Twitter, Elon Musk Talks Continue, Focus on Financing, Litigation

Representatives of

Twitter Inc.

TWTR -3.72%

and

Elon Musk

continued Thursday to work to hammer out an agreement that would allow the billionaire’s purchase of the social-media company to proceed, with the parties racing to seal a pact by Monday, a person familiar with the matter said.

Mr. Musk effectively kicked off the negotiations earlier this week with his surprise proposal to close the deal at its original price after seeking for months to get out of it.

The negotiations, which follow an earlier effort to negotiate a lower price, are focused on ensuring that Mr. Musk’s debt financing will remain in place and on conditions to stay litigation over the deal until it closes, as The Wall Street Journal reported Wednesday. Mr. Musk is now requesting that the deal be contingent on his receipt of the necessary debt financing.

The lawyers are trying to reach an agreement that would pause a trial planned for Oct. 17 in the next few days, the person said. That would avert a deposition from Mr. Musk, which after being postponed is now scheduled for Monday.

The idea is to put the litigation on hold until the deal closes, at which point it would be dropped. That could take days or a few weeks.

Meanwhile, Mr. Musk’s team in a Thursday filing asked the court to stay the lawsuit. It said in the filing that the financing banks are working to fund the deal so it can close, which it expects to happen on or around Oct. 28. His team argues that proceeding with the litigation, as it says Twitter prefers, could keep the deal in limbo longer.

The two sides remain in active dialogue and things could change quickly, the person cautioned.

Mr. Musk agreed to buy Twitter in April for $54.20 a share, or $44 billion. He later moved to get out of the deal, claiming among other things that Twitter had misrepresented the number of bots on its platform. Twitter sued him over the summer and he countersued.

Renewed uncertainty about the deal has weighed on Twitter shares, which closed down 3.7% at $49.39 Thursday. They had shot up above $52 earlier in the week after Mr. Musk signaled a willingness to close the deal after all.

Write to Cara Lombardo at cara.lombardo@wsj.com

Copyright ©2022 Dow Jones & Company, Inc. All Rights Reserved. 87990cbe856818d5eddac44c7b1cdeb8

Read original article here

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

Copyright ©2022 Dow Jones & Company, Inc. All Rights Reserved. 87990cbe856818d5eddac44c7b1cdeb8

Read original article here

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.

SHARE YOUR THOUGHTS

If the deal goes through, how do you think Elon Musk might change Twitter? Join the conversation below.

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

Copyright ©2022 Dow Jones & Company, Inc. All Rights Reserved. 87990cbe856818d5eddac44c7b1cdeb8

Read original article here