If Musk doesn't go through with his acquisition of the social network, he will have to pay a $1 billion termination fee. The terms of the agreement show that the same fee would have to be paid.
The billionaire tech executive agreed to acquire the company and take it private at a price of $54.20 per share.
Morgan Stanley and other financial institutions have committed to providing $13 billion in financing, along with $12.5 billion in margin loans to Musk, against his shares inTesla and other companies. Musk is expected to give $21 billion in equity financing.
Twitter accepts Elon Musk’s $44B acquisition offer
It will come at a not-so-inconsequential price, but not one that is unexpected for a deal of this size, if Musk requires an exit from this agreement for any reason. If Musk's financing falls through, the social network will get $1 billion.
The parent is the corp. created by Musk.
The Merger Agreement also provides that Twitter, on one hand, or Parent and Acquisition Sub, on the other hand, may specifically enforce the obligations under the Merger Agreement, except that Twitter may only cause Mr. Musk’s equity financing commitment to be funded in circumstances where the conditions to Parent’s and Acquisition Sub’s obligations to consummate the Merger are satisfied and the debt and margin loan financing is funded or available. As described above, if the conditions to Parent’s and Acquisition Sub’s obligations to complete the Merger are satisfied and Parent fails to consummate the Merger as required pursuant to the Merger Agreement, including because the equity, debt and/or margin loan financing is not funded, Parent will be required to pay Twitter a termination fee of $1.0 billion.
Earlier reports did not have this correct detail. They had suggested that Musk would not have to pay a reverse terminated fee. The closing time was around September to October.
The deal could be terminated if it doesn't close by October 24, 2022, according to the filing. If the agreement needs to be extended for an additional 6 months to meet certain closing conditions related to antitrust law, foreign investments laws, or other governmental actions that could impact the agreement from closing, that's what it says.
The filing notes that if there was another offer, it would need to come prepared to pay the $1 billion termination fee on the Musk deal. If stockholders don't like the deal, it could end.
The agreement states that the deal could be terminated in certain circumstances.
Upon termination of the Merger Agreement under specified limited circumstances, Twitter will be required to pay Parent a termination fee of $1.0 billion. Specifically, this termination fee is payable by Twitter to Parent because (1) Twitter terminates the Merger Agreement to allow Twitter to enter into a definitive agreement for a competing acquisition proposal that constitutes a Superior Proposal; or (2) Parent terminates the Merger Agreement because the Board recommends that Twitter’s stockholders vote against the adoption of the Merger Agreement or in favor of any competing acquisition proposal. This termination fee will also be payable by Twitter to Parent in the event that, generally, (1) a competing acquisition proposal for 50% or more of the stock or consolidated assets of Twitter has been publicly announced and not withdrawn, (2) the Merger Agreement is terminated because Twitter’s stockholders fail to adopt the Merger Agreement or because Twitter materially breaches the Merger Agreement, and (3) within twelve months of such termination of the Merger Agreement, Twitter enters into a definitive agreement providing for a competing acquisition proposal for 50% or more of the stock or consolidated assets of Twitter and such acquisition is subsequently consummated.
More to come.
All Rights Reserved © 2024
