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Elon Musk: Officially a fraud and piece of shit. Official or unofficial war criminal?


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18 minutes ago, Pig Bellmont said:

Today’s lesson in Fuck Around and Find Out:

 

this may be a good example that this is not a complicated case. It's only of interest because of the dollar amount and that it involves Elon and Twitter. At the end of the day, a buyer wants out of their agreement and the seller wants to hold them to it. I'm sure the Delaware courts hear a similar case very frequently.

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this may be a good example that this is not a complicated case. It's only of interest because of the dollar amount and that it involves Elon and Twitter. At the end of the day, a buyer wants out of their agreement and the seller wants to hold them to it. I'm sure the Delaware courts hear a similar case very frequently.

Does Twitter really want Musk? Seems like he’s full on Bond villain these days. Or does Twitter just want to recoup the damage he may have caused.

Think he could tank the whole service.
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1 minute ago, Eskimohorn said:


Does Twitter really want Musk? Seems like he’s full on Bond villain these days. Or does Twitter just want to recoup the damage he may have caused.

Think he could tank the whole service.

2 things:

1) Twitter's board wants the $54/share that Elon committed to spending. Especially when Twitter is not trading anywhere near that level. They have a duty to get the money for their shareholders. 

2) If the board and TWTR leadership still want to make a go at running the company, why not get the ruling against Elon and then settle. Hey, Elon you have a $45B commitment. The stock is worth $30B, pay us the $15 or $10B and we'll let you walk away. Then the shareholders get a dividend and/or Twitter has some money to play with.

 

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6 minutes ago, Eskimohorn said:


Does Twitter really want Musk? Seems like he’s full on Bond villain these days. Or does Twitter just want to recoup the damage he may have caused.

Think he could tank the whole service.

If I'm on the board, either outcome is great. Either twitter gets a windfall cash from lawsuit our deal is completed which I am no longer a board member and investors get a huge premium to current valuation.

Edited by pronghorn
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I don’t see too much downside for the Twitter board in this lawsuit except a price plunge if they lose. But same plunge would occur if they didn’t sue Elon.  As far as their operations go, I don’t see how the lawsuit impacts that at all.

im working on the assumption that the chance of Elon owning Twitter is practically zero at this point. Either he wins the lawsuit and walks away, or he settles instead of buying as ordered by the court. 

Edited by Nice Guy Eddie
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4 hours ago, Genco said:

Choose more direct and efficient language to get your point across. The point in that post is indecipherable.

Okay fair enough. I thought it was clear who decides these things but I see how I could have been clearer.

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1 hour ago, Nice Guy Eddie said:

this may be a good example that this is not a complicated case. It's only of interest because of the dollar amount and that it involves Elon and Twitter. At the end of the day, a buyer wants out of their agreement and the seller wants to hold them to it. I'm sure the Delaware courts hear a similar case very frequently.

Edit to add, quoted the wrong person. Meant to quote:

Quote

Does Twitter really want Musk? Seems like he’s full on Bond villain these days. Or does Twitter just want to recoup the damage he may have caused.

This might not be the appropriate place, but speaking of Bond villain did you guys see the paparazzi photos of Ari Emanuel hosing Musk off on his yacht today? He looked like a super pale and fat Mads Mikkelesen. Like, very unhealthy. The other super billionaire Bond villains spend .0001% of their worth on a physical trainer and shaving their head and dating crazy latinas so they can live longer enjoying their crazy privilege.

Maybe Musk is intent on burning it all to the ground with him and his physical/mental health on top of the pyre.

 

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22 hours ago, Nice Guy Eddie said:

I got out of my Tesla position today. Still a believer in their mission and execution but not interested in the bumpy ride I see ahead. Note:I know my previous tiny tiny amount of Tesla stock and sale means nothing to them. 

Elon knows. It's not the amount of stock, it's your impudent lack of faith. Elon just threw a Ming vase at Grimes.

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13 hours ago, Grimas said:

Non-lawyer here but can't he just say FU and here's your billion termination fee as I can't get the financing?

I was wondering the same thing. I think maybe the difference is that the $1bn is there to compensate the seller for having their time wasted and expensive fees paid. The termination fee is due regardless of why it didn't close, but if Elon can close and the only reason it's not is because he simply doesn't want to then Twitter isn't limited to the $1bn penalty and has the option of forcing him to close.

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On 7/19/2022 at 7:52 PM, Grimas said:

Non-lawyer here but can't he just say FU and here's your billion termination fee as I can't get the financing?

He already has the financing. He was obligated to secure commitments for the full amount of the transaction. There are banks and other lenders who've agreed to finance the deal in writing, and their obligation doesn't terminate until later in the year. That was allegedly one of the reasons Musk wanted to delay the trial - so that the banks' guarantees, which come with a "close by" date, no longer had effect and he could try to squirm out of the deal that way. That option appears to have been foreclosed by the October trial. I think the guarantees are set to expire in December if memory serves. 

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12 hours ago, longhornmatt said:

It’s a misnomer to call it a termination fee or break fee.  That’s what a deal would more typically have - for example Chevron was going to acquire Anadarko, and then Anadarko paid a break fee to get out of it so they could do a deal with Oxy instead - but it’s not what Musk has in his agreement with Twitter.  The billion dollar fee is really more like liquidated damages that Twitter (not Musk) can elect to take for Musk’s breach, but it doesn’t preclude Twitter from seeking specific performance or pursuing other remedies for Musk’s breach.  

The $1 billion is more of a floor for what Twitter can recover, not a ceiling on what Musk owes if he’s in breach. That’s why he is desperately trying to show Twitter was actually in breach and that it was the type of breach that permits him to terminate the agreement.

Elon borked himself by breaching the anti-disparagement clause the day after the deal signed.  At the time it's funny, because what is Twitter going to do at that point, sue him to kill the deal?  But now that Elon wants out, even if he wanted to terminate, the termination provision is probably not available to him because he himself is in breach.  Have not read the agreement, but I understand it's a pretty typical public target merger agreement, and he probably didn't have a great termination right anyway.  I'll be interested to see Elon's response, because Twitter went hard in the paint in the complaint.  And while Chief Justice Strine wasn't on the complaint for Wachtell, you can hear him on the sideline when you read it.

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5 minutes ago, pronghorn said:

But YOU SAID THAT TWITTER HAD NO LEGAL STANDING...............!!!

They clearly have standing. Years ago I had a specific performance case years ago regarding an apartment complex, representing the buyer. After I got a partial summary judgment, at a court-ordered mediation we offered to sell it back to the seller for a little premium. I'm still shocked they didn't take it. It really cost them a significant amount of money.

But I got paid, so that's the important thing.

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As far as Elon raising the capital, how does that side of the equation work in an environment of rising interest rates pared with Elon's wealth declining over the past couple of months, mainly due to a drop in TSLA prices? Would the banks be locked into Elon's capital requirements and debt service, or has that changed with the market & rising rates? Also since it's fair to say that TWTR has lost 30-50% of it's intrinsic value along with the market, does that impact his financing? 

I've also heard that the DE courts can confiscate Elon's Telsa shares if they find for TWTR.  Perhaps something to do with Tesla being incorporated in DE. I wonder if a judge would/could force Elon to effectively put $45B in escrow awaiting the appeal or final disposition of the sale/settlement. 

Regardless of the outcome, I imagine this will be a much studied business case for future MBA students.

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24 minutes ago, Captainant said:

I mean, who could have guessed that rushing a $45,000,000,000 deal and waving due diligence to commit to a meme number could put you into a precarious position??

This guy?

Elon Musk Goes Shirtless While Enjoying Vacation On A Yacht In Greece

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49 minutes ago, Nice Guy Eddie said:

As far as Elon raising the capital, how does that side of the equation work in an environment of rising interest rates pared with Elon's wealth declining over the past couple of months, mainly due to a drop in TSLA prices? Would the banks be locked into Elon's capital requirements and debt service, or has that changed with the market & rising rates? Also since it's fair to say that TWTR has lost 30-50% of it's intrinsic value along with the market, does that impact his financing? 

I've also heard that the DE courts can confiscate Elon's Telsa shares if they find for TWTR.  Perhaps something to do with Tesla being incorporated in DE. I wonder if a judge would/could force Elon to effectively put $45B in escrow awaiting the appeal or final disposition of the sale/settlement. 

Regardless of the outcome, I imagine this will be a much studied business case for future MBA students.

Firstly his current wealth still far exceeds whats needed for Twitter, even if capitalizing it 100% by himself, worst case scenario. By multiples. 
 

For borrowing, simply the borrowing rates would increase (due to raised base rates). 
 

The likeliest structure of borrowing is on margin, using his shares as collateral. When the collateral (i.e. Tesla stock) drops in value, the lender will simply require more shares to be pledged, or cash to cover, to maintain the same ratio to loan value.  Thatsza margin call. 
 

The entire episode is more like business law than business administration…but whatev

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yeah, i don't get the constant talk track this will be a highly studied case in b-school or law. this is just classic stupid clusterfuck caused by one man (elon).

im sure it will make it into circculmn because hell it is fun but any real lesson is just that the law matters and so do legal contracts.

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The calculus here is what amount of damages will Twitter’s board get comfortable will make its stockholders happy.  It’s not the breakup fee.  It’s probably delta between purchase price and current Twitter value. But that’s probably still too rich for Elon to agree to.  
 

Elon really fucked himself by breaching the agreement. I think a judge (where they don’t typically like to enforce specific performance, but will) would like to just say there is a pre-agreed reverse breakup fee and make this go away, under presumption debt won’t come through given all the drama.  I imagine there is language in agreement that says the RBUF doesn’t eliminate ability to get specific performance but courts will try to find a way to avoid SP if they can.  
 

But Elon is clearly in breach, and in breach in a way that arguably affected TWTR value.  He is going to lose.  

Edited by A-Tex Devil
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On 7/22/2022 at 9:31 AM, 52-80 said:

Firstly his current wealth still far exceeds whats needed for Twitter, even if capitalizing it 100% by himself, worst case scenario. By multiples. 
 

For borrowing, simply the borrowing rates would increase (due to raised base rates). 
 

The likeliest structure of borrowing is on margin, using his shares as collateral. When the collateral (i.e. Tesla stock) drops in value, the lender will simply require more shares to be pledged, or cash to cover, to maintain the same ratio to loan value.  Thatsza margin call. 
 

The entire episode is more like business law than business administration…but whatev

I don’t buy that Elon can just drop anywhere from 15-45B of his own money and it doesn’t hurt. Most of his wealth is tied up in company shares which could end up costing him several multiples more in the long run if he has to dump the shares now. Not to mention that selling shares is a tax event that creates the need to sell even more.

his Twitter fiasco isn’t like he made a bad purchase with a car or house.

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1 hour ago, Nice Guy Eddie said:

I don’t buy that Elon can just drop anywhere from 15-45B of his own money and it doesn’t hurt. Most of his wealth is tied up in company shares which could end up costing him several multiples more in the long run if he has to dump the shares now. Not to mention that selling shares is a tax event that creates the need to sell even more.

his Twitter fiasco isn’t like he made a bad purchase with a car or house.

What does it mean "end up costing more in long run".  Like if I spent $5 on a cheeseburger now it "costs" me multiples in the long run because I could have potential gains from it as an investment?

Elon controls $180B+ now:  $130B in TSLA, taxable at mere 15% LTCG.  $50B IN SpaceX (~50% stake at $100B valuation).  Still has an active compensation plan that entitling him to +10M additional shares PER tranche ($8B). 

Hypothetically IF he is singularly forced to buy Twitter at $44B, the asset value doesn't disappear.  If you consider FMV as the avg traded price this year, it's a $14B premium that can be marked to market as a loss.  That's the worst case scenario.  So if there's a settlement it'll be less, whether as a penalty or a discounted purchase.

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1 hour ago, 52-80 said:

What does it mean "end up costing more in long run".  Like if I spent $5 on a cheeseburger now it "costs" me multiples in the long run because I could have potential gains from it as an investment?

Elon controls $180B+ now:  $130B in TSLA, taxable at mere 15% LTCG.  $50B IN SpaceX (~50% stake at $100B valuation).  Still has an active compensation plan that entitling him to +10M additional shares PER tranche ($8B). 

Hypothetically IF he is singularly forced to buy Twitter at $44B, the asset value doesn't disappear.  If you consider FMV as the avg traded price this year, it's a $14B premium that can be marked to market as a loss.  That's the worst case scenario.  So if there's a settlement it'll be less, whether as a penalty or a discounted purchase.

Lotta on-paper value there, especially with relying on mark-to-market to just arbitrarily decide how good or bad a deal was, before it's even started happening. I don't think elon wanted to buy TWTR, he wanted to offload $8,000,000,000 of TSLA stock without tanking the valuation - which he has now successfully done thanks to some bad-faith deal making and market manipulation. 

I hope it's not just a cakewal for musk, he shouldn't be able to abuse the markets and use TSLA and SpaceX's valuation to take down a company he has a beef with. Just seems like a recipe for a bad time. 

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I’m sure there will be settlement talks, but Twitter’s golden ticket is making the idiot live up to his promise to overpay for the company.  If they take, say, $5 billion and keep the company, they still could take years to ever get back to even with Musk’s offer in a realistic scenario.  And the worst case scenario is Twitter stock never reaches that value again even with his settlement because they probably already peaked as a platform and already missed their opportunity to better monetize their business.


Obviously Twitter’s board needs to fight for the sale to be completed, or fight for the largest possible settlement if Musk gets to walk away.

However, given the current market and the status of other big tech stock prices, wouldn’t it still be a win for Twitter to get a modest settlement (say ~$5B)? TWTR is currently a little above where it was trading 6 months ago, but down roughly 23% compared to the spike it had in April. Compare that to AMZN which is down 25% since April, META down 27%, and GOOG down 22%. None of those companies have the Elon fiasco and none of them have a potential sale or settlement coming up.

So although it would be really nice for TWTR to pull off the sale at the inflated $54/share price, if the alternative is keeping their company and getting a ~$5B settlement, isn’t that also a pretty big win for them? Wouldn’t that leave them better off than if Elon had never entered the picture?
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13 hours ago, longhornmatt said:

1. Long term capital gain rate would be 23.8%, not 15%, wouldn’t it?  20% for everything above $200k, and then the 3.8% extra net investment income surtax.

2.  If he has to dump $44 billion all at once to pay up instead of selling strategically over a period of time, I would have to think Tesla shares become oversold and the price drops. 

1.  you're right, it's a 20% base rate for him.  also notably he has no state tax from new tx residency.

2. assuming the unlikely, absolute nuclear scenario (full cash individual buyout), large sales are done private block transactions to minimize price impact.

13 hours ago, longhornmatt said:

Also, since Tesla’s valuation is basically propped up by the cult of Elon and his followers thinking he has the Midas touch, the fact that he would very publicly (a) be significantly reducing his stake in Tesla, and (b) be doing it because he’s an unfathomably reckless dumbass who just got hit with the largest judgment against anyone ever … well, that might shake some Tesla investors’ confidence just a wee bit and lead to a selloff that further eroded the price.

the puerile characterization of valuation isnt even internally consistent:

-retail 'cult' buying power doesnt sustain a top 1-10 market cap. (or are institutions and 'smart money' feckless against the mispricing?)

-his remaining stake would still be a massive 10% of equity, representing value ~double all of michael dells wealth

-a sale wouldnt signal non-confidence in the Tesla business if it was recognized as forced

Last round Elon had massive selling was in Q4, ostensibly to pay his 2021 tax bill.  It was done on open market, avg px ~$1000.  Nasdaq was 20% higher than today.  Tesla was 20% higher than today.  The 'forced' selling had no beta impact to market.

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1 minute ago, 52-80 said:

-retail 'cult' buying power doesnt sustain a top 1-10 market cap. (or are institutions and 'smart money' feckless against the mispricing?)

Please explain to my why TSLA should be worth more than Ford, GM, Toyota, and VW combined. And yeah. Smart money and institutional investors are absolutely feckless against mispricing because "it's what the market is willing to pay therefore it's the right price". 2008 financial crisis out front shoulda told ya that having buckets of money doesn't make you smart. 

4 minutes ago, 52-80 said:

-his remaining stake would still be a massive 10% of equity, representing value ~double all of michael dells wealth

This is on-paper wealth, not actual money. Sure, the ultra-wealthy can usually just take out loans against the shares to get some liquidity, but wouldn't you know it, musk is already hella leveraged! You're not considering how much debt he's carrying too

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4 hours ago, wild_turkey said:

However, given the current market and the status of other big tech stock prices, wouldn’t it still be a win for Twitter to get a modest settlement (say ~$5B)? TWTR is currently a little above where it was trading 6 months ago, but down roughly 23% compared to the spike it had in April. Compare that to AMZN which is down 25% since April, META down 27%, and GOOG down 22%. None of those companies have the Elon fiasco and none of them have a potential sale or settlement coming up.

 

A funny little tangent is on their Earnings last week, they ascribed a drop in revenue due to the uncertainty around the Elon Musk episode.

I mean yeah, you could say, the involvement of Elon Musk changes the attractiveness of the equity and therefore impacted the share price.... but for it to impair the trailing quarter's subscription revenue?  lol come on.  a bit of a reach there.   (and btw the Active User count simultaneously went up!)

 

image.thumb.png.2d7abd3191bfc9994d6b621aa62b1908.png

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19 hours ago, 52-80 said:

What does it mean "end up costing more in long run".  Like if I spent $5 on a cheeseburger now it "costs" me multiples in the long run because I could have potential gains from it as an investment?

Elon controls $180B+ now:  $130B in TSLA, taxable at mere 15% LTCG.  $50B IN SpaceX (~50% stake at $100B valuation).  Still has an active compensation plan that entitling him to +10M additional shares PER tranche ($8B). 

Hypothetically IF he is singularly forced to buy Twitter at $44B, the asset value doesn't disappear.  If you consider FMV as the avg traded price this year, it's a $14B premium that can be marked to market as a loss.  That's the worst case scenario.  So if there's a settlement it'll be less, whether as a penalty or a discounted purchase.

If you were buying a cheeseburger that was 10% of your net worth, then yes that cheeseburger represents a large opportunity cost for you. Especially if that cheeseburger budget isn't coming our of the wallet in your back pocket but requires you to liquidate your investments.

The chances of Elon owning TWTR is very low right now but the chance of a settlement in excess of $5B (perhaps 10) is high. And that would be produced with a sale of TSLA shares. 

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If you were buying a cheeseburger that was 10% of your net worth, then yes that cheeseburger represents a large opportunity cost for you. Especially if that cheeseburger budget isn't coming our of the wallet in your back pocket but requires you to liquidate your investments.
The chances of Elon owning TWTR is very low right now but the chance of a settlement in excess of $5B (perhaps 10) is high. And that would be produced with a sale of TSLA shares. 

Buy a cheeseburger that’s 10% of my net worth? I did that a few times at GM steakhouse on a hangover Sunday a few times back in the day.
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13 minutes ago, Nice Guy Eddie said:

If you were buying a cheeseburger that was 10% of your net worth, then yes that cheeseburger represents a large opportunity cost for you. Especially if that cheeseburger budget isn't coming our of the wallet in your back pocket but requires you to liquidate your investments.

The chances of Elon owning TWTR is very low right now but the chance of a settlement in excess of $5B (perhaps 10) is high. And that would be produced with a sale of TSLA shares. 

The bulk of the transaction is essentially a swap of assets.  (And if the next assertion is about potential future loss of tsla growth, that would contradict other claims of tsla overvalue)

In one sense, a few billion in dollars (MTM loss) is a *gigantic* quantity of money. In another sense, when youve got hundreds of billions of dollars, it means a whole less.  His TSLA holdings literally fluctuates by billions of dollars on a daily basis. 

This calendar year Jeff Bezos lost the equivalent of many countries’ entire GDP, out of no personal action whatsoever. I dont think he’ll *feel* that loss?

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6 minutes ago, 52-80 said:

The bulk of the transaction is essentially a swap of assets.  (And if the next assertion is about potential future loss of tsla growth, that would contradict other claims of tsla overvalue)

In one sense, a few billion in dollars (MTM loss) is a *gigantic* quantity of money. In another sense, when youve got hundreds of billions of dollars, it means a whole less.  His TSLA holdings literally fluctuates by billions of dollars on a daily basis. 

This calendar year Jeff Bezos lost the equivalent of many countries’ entire GDP, out of no personal action whatsoever. I dont think he’ll *feel* that loss?

I don't think there is going to be a swap of assets. It almost certainly now be Elon paying TWTR to release him from his obligation. I suppose if you think of TWTR being a $44B liability for Elon at the moment, removing that from his personal balance sheet for an outlay of $5-10B will be a win for him. But at the end of the day, Elon will be out money with nothing to show for it.

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7 minutes ago, Nice Guy Eddie said:

I don't think there is going to be a swap of assets. It almost certainly now be Elon paying TWTR to release him from his obligation. I suppose if you think of TWTR being a $44B liability for Elon at the moment, removing that from his personal balance sheet for an outlay of $5-10B will be a win for him. But at the end of the day, Elon will be out money with nothing to show for it.

Im saying in effect hes swapping equity ownership of (some of) one company for another.  Selling TSLA to buy or pay the penalty on TWTR.

The absolute *worst* case is full ownership of Twitter, for which he’ll have a paper loss of $15B (premium over mkt)

The likely case - some sort of settlement - then has a net loss smaller than that  

The assertion that he cant support/fund/absorb a loss in that size has zero grounding in reality  

 

 

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  • immamac changed the title to Elon Musk: [Fraud] Official or unofficial piece of shit?
  • blacklab changed the title to Elon Musk: Officially a fraud and piece of shit. Official or unofficial war criminal?

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