Tweets Jumps After Musk Files 13D Signaling Tender, ‘Funding Secured’

The world’s richest man has hinted for days that he planned to increase his stake by making a tender provide.

Having tweeted a somewhat clear indication that he would be ‘ tender’-ing for the leftist sanctuary, Elon Musk filed a 13D filing laying out some more information surrounding his considerations as well as the fact that this time  ‘ funding is secured’.

The tour’s richest man has hinted for days that he planned to increase his stake by making the tender offer.

In recent days he has tweeted apparent references in order to his next move in the particular takeover fight, mentioning the particular Elvis Presley ballad “ Appreciate Me Tender” and the Farrenheit. Scott Fitzgerald novel “ Tender Is the Night. ”

Musk’s bid is backed by a mix of debt and cash.

The investment bank Morgan Stanley and a group of additional lenders are offering up  $13 billion  in debt financing plus another  $12. 5 billion  in loans against Mister. Musk’s Tesla stock.

Musk is usually expected to add about  $21 billion  in equity funding.

A deal along the lines layed out in Musk’s 13D would be the   largest leveraged buyout in decades.

Full 13D Filing below:

On April 13, 2022, the Reporting Person delivered a letter to the Company (the “ Letter” ) which contained a non-binding proposal (the “ Proposal” ) to acquire all of the outstanding Common Stock of Twitter not owned by the Confirming Person for all cash concern valuing the Common Stock at $54. 20 per talk about (the “ Proposed Transaction” ). The foregoing description is qualified in its entirety simply by reference to the full text of the Letter, a copy which is attached hereto as Exhibit B and is incorporated herein by reference.

The Proposal has been (and remains) non-binding and, once negotiated and decided, would be conditioned upon, many other things, the: (i) receipt of any required governmental approvals; (ii) confirmatory legal, regulatory, accounting and tax due diligence; and (iii) negotiation plus execution of definitive agreements providing for the Proposed Transaction. At the time of delivery, the Offer was also subject to the completion of financing and business research, but it is no longer subject to financing as a result of the Reporting Individuals receipt of the financing commitments described below and is no longer subject to business due diligence.

The Reporting Person is seeking to work out a definitive agreement for your acquisition of Twitter by the Reporting Person and is prepared to start such negotiations immediately.

On Apr 15, 2022, Twitter adopted a rights agreement, out dated as of April 15, 2022 (as it may be amended occasionally, the “ Rights Agreement” ), by and among Twitter and Computershare Trust Company, N. A., as rights agent, and declared a dividend of one right issued pursuant to the Rights Agreement for each outstanding share of Common Stock (the “ Poison Pill” ).

Twitter has not responded to the Suggestion.   Given deficiency of response by Twitter, the particular Reporting Person is  exploring whether to commence a tender offer to obtain all of the outstanding shares associated with Common Stock  (together with the associated rights released pursuant to the Rights Contract (the “ Rights” plus, together with the Common Stock, the particular “ Shares” )) that are issued and outstanding (and not held by the Reporting Person) at a price of $54. 20 per share, net to the seller in cash, without interest and less any required withholding taxes, subject to certain conditions (the “ Potential Offer” ), but has not determined whether or not to do so at this time.

To finance the Suggested Transaction or a Potential Provide, entities related to the Reporting Person have  received commitment letters committing to provide an aggregate of approximately $46. five billion   the following:

(i) A debt commitment letter, dated April 20, 2022 (the “ Debt Dedication Letter” ), from Morgan Stanley Senior Funding, Incorporation. and certain other financial institutions party thereto as dedication parties (collectively, the “ Commitment Parties” ) pursuant to which the Commitment Parties have committed to provide $13 billion in financing towards the Reporting Person and associated entities as follows: (a) the senior secured term mortgage facility in an aggregate primary amount of $6. 5 billion, (b) a senior secured revolving facility in an aggregate committed amount of $500 million, (c) a senior secured bridge loan facility within an aggregate principal amount of up to $3 billion and (d) a senior unsecured bridge loan facility in an combination principal amount of up to $3 billion ((a) – (d) collectively, the “ Debt Facilities” );

(ii)  A separate debt commitment letter, dated April  20, 2022 (the “ Margin Loan Commitment Letter” ), from Morgan Stanley Senior Funding,   Inc. plus certain other financial institutions celebration thereto as commitment celebrations (collectively, the “ Margin Loan Commitment Parties” ) pursuant to which the Perimeter Loan Commitment Parties have committed to provide $12. 5 billion in margin loans (the “ Margin Loan Facility” ), the earnings of which will be distributed or otherwise made available to Purchaser; and

(iii)  An equity commitment letter, dated April  20, 2022 (the “ Equity Commitment Letter” ), from the Reporting Person pursuant to which the Reporting Individual has committed to provide equity financing for the Proposed Deal or the Potential Offer enough to pay all amounts payable in connection with the Offer and the Merger (plus related charges and expenses), net from the amounts to be funded pursuant to the Debt Commitment Notice and the Margin Loan Commitment Letter, which is currently expected to be approximately $21 billion dollars (the “ Equity Financing” ).

This sent TWTR stocks jumping this morning, but they remain notably below the $54. 20 offer…

A spokesman for Twitter verified the company had received the updated proposal.

“ As earlier announced and communicated in order to Mr. Musk directly, the Board is committed to conducting a careful, comprehensive and deliberate review to determine the course of action that it believes is in the very best interest of the Company and all Twitter stockholders, ” the spokesman said.

Twitter is likely to tackle Mr. Musk’s bid in more detail when it reports quarterly earnings on April twenty-eight.

Unleash the particular blue-check hatred once more…

Leave a Reply

Your email address will not be published. Required fields are marked *