After taking a stake in the social media network this month, Elon Musk decided to buy Twitter Inc. for $44 billion, putting an end to weeks of uncertainty.
Many of the specifics that had already been reported — or tweeted — about the deal were confirmed in Monday’s statement. It also left a lot of questions unresolved. Here’s what we know so far, what we don’t know yet, and what could happen next.
Musk stated in his initial bid for Twitter that he would not change his mind about the $54.20 per share price. He kept his word, announcing an all-cash deal for that precise amount. The offer was initially priced at $43 billion based on the company’s outstanding stock, but after Monday’s approval, it was increased to $44 billion. That’s more than likely due to a quirk in the amount of shares being counted, rather than a price adjustment.
Part One of Financing: This is a massive leveraged buyout. Musk announced last week that he had secured $25.5 billion in fully committed debt and margin loan financing from a dozen banks to support his bid. Twitter will become a privately held firm once the purchase is done.
Who Will Own Twitter: This may seem self-evident, yet Twitter has decided to sell itself to a Musk-controlled organization. The announcement makes no mention of co-investors (more on that below), and the wording implies that any who do join will be marginal stakeholders.
Who’s advising Twitter: We previously knew Goldman Sachs Group Inc. and JPMorgan Chase & Co. were involved. According to a statement released Monday, Allen & Co. has joined that camp, securing a coveted berth among the Wall Street behemoths for a boutique bank. Bank of America Corp. and Barclays Plc, together with his senior adviser Morgan Stanley, backed Musk.
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Breakup Fee: While Monday’s statement didn’t say whether either party had committed to pay a termination fee if the deal fell through, Bloomberg News reported that Musk would be liable if the agreement fell through or if he walked away. Break costs on a deal of this magnitude can be in the billions of dollars, providing him with a significant financial incentive to carry it through.
Who Will Run Twitter: Both CEO Parag Agrawal and Chairman Bret Taylor were quoted in the announcement, thus they remain in their positions for the time being. Musk has often posted his discontent with Twitter’s board of directors and how the company has been governed in recent weeks, and management changes are customary when a company is purchased. Musk, though, is also the CEO of Tesla and SpaceX, so his ability to take on another hands-on leadership role may be limited.
How Twitter Will Be Run: Musk has spoken publicly about his aspirations to make the network a safe haven for uncensored online speech, and has criticized the service for being overly strict in its moderation of user tweets. “I hope that even my harshest detractors remain on Twitter because that is what free expression means,” he tweeted only hours before the deal was disclosed. He’s also proposed turning the company’s headquarters into a homeless shelter, banning advertisements for paid users, and beefing up the platform’s authentication procedures.
What comes next?
The Form 8-K: Many of these issues should be clarified in a Form 8-K filing that Twitter is required to submit to the Securities and Exchange Commission. Companies typically have four business days to file this type of document, so we should have more information by the end of the week.
The First-Quarter Results on Twitter: In the midst of all of this, Twitter is set to release its latest earnings report on Thursday morning, before the market opens. The company has no plans to hold a conference call to discuss the deal’s specifics — or the financial results — but they will provide investors with an update on the state of the company Musk is purchasing. The shareholder vote: Musk’s Twitter proposal comes up for a vote among Twitter’s shareholders. The voting date has yet to be announced.