Redwes25
Footballguy
The thing is he doesn’t have a right to terminate. His termination right is actually very limited and he hasn’t even followed those procedures to terminate (notice with 30 day cure period).Here's how it will go.
Twitter is suing, saying "Musk needs to pay us $54.20 a share, and he can have the whole company."
Musk will answer: "No way. Those guys breached first. If anything, they owe me money for all the time I spent trying to hand count all the bots!"
When the laughing dies down, Musk will fall back to: "I have a right to terminate and just pay the $1 billion fee."
Twitter will counter: "Musk breached in six different material ways before he tried to terminate (and he did it in public, here are the receipts), so he forfeited his right to terminate by paying the fee."
Musk will counter that even if that's true, he shouldn't be forced to pay $54.20 and own a company he doesn't want. Instead, he should pay a lesser amount and let Twitter shareholders keep all their shares.
Then they'll settle on some amount significantly above a billion as a compromise.
My personal opinion is there is a pretty good shot the court orders specific performance. The facts appear so bad for him and honestly his best chance is to try and delay it until the drop dead date on the debt commitment letter runs out (October 20th). Given the debt needs to be available to fund for specific performance under the acquisition agreement that commitment letter needs to be valid. The acquisition agreement has a provision that the drop dead date in the acquisition agreement gets tolled for specific performance but the commitment letter doesn’t have a mirroring provision, which in some debt commitment letters it does.
Lastly, I am certain the banks are just sitting tight on this one at this point as they don’t want a repeat of the Apollo/Huntsman case where they got sued for tortious interference of contract but you can be certain they are going to sue Musk for violating the covenants in the debt commitment letter. Interesting fact of that letter is that Musk can violate that letter agreement and banks would most likely be forced to fund if the conditions to funding are satisfied. At this point, given debt markets and all bad mouthing Musk has done of deal the banks are going to take a huge hit on trying to syndicate that debt and loss at least a half billion dollars (but probably more). I wish I could see the fee letter for that deal and see where the syndication pricing caps are.
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