[room500]

No. The $1B breakup fee is only applicable if the deal falls apart for very specific reasons (trouble getting financing, regulatory concerns, etc).

Musk cannot just wake up one morning, decide to not buy Twitter, and pay the breakup fee. He has already agreed to buy Twitter and cannot back out.

That is why the bot issue is so important. If Musk can prove that Twitter made false claims to the SEC, he is allowed to get out of the deal. But if not, he must buy Twitter

[icedchai]

As I said in a previous thread, if this were true, the stock price would be higher. Options premiums would be much higher. They are not. The market already knows: he is not buying Twitter for 54.20.

[roflyear]

Market is not always rational. Also it could take years and years for the deal to go through. It would require Twitter to sue musk and everyone to come to some kind of settlement. That settlement would likely be less than the price but not much less. Maybe a few percent less.

It is also Musk. People know he's insane so that is an additional hit to the price. They know he'll do anything to get out of the deal. Doesn't mean he will.

[tmp_anon_22]

I'm pretty sure most people saying Yes or No to this don't have the information or legal background to actually give that answer.

Saying something confidently does not make it so.

[falcolas]

Most folks are basing their opinions off the standard business acquisition contracts, which include limited exit opportunities for the buyer.

Several of these contracts have even gone to court, so their typical clauses are public knowledge (including the verdicts), even if the specifics are not.

EDIT: The actual contract is public (which makes sense, Twitter is public; a deal to buy would also be public). I have posted it in a sibling contract.

[wolverine876]

> Saying something confidently does not make it so.

Then why does (or did) everyone believe Musk? Why do they believe everything else said confidently on the Internet?

[gamblor956]

No, the agreement does not provide that Musk can withdraw from the agreement based on Twitter's (mis)representations to the SEC, as that is something that would have been covered by due diligence...which Musk waived.

And indeed, Musk's own letter to the SEC confirms that his sole reason for seeking the data is that it relates to his ability to acquire financing for the deal.

https://www.sec.gov/Archives/edgar/data/1418091/000110465922...

[cmeacham98]

NAL - what happens if Musk just refuses to do it and never sends the money? Can Twitter get a court order to garnish Musk's bank account and/or assets for $40B?

[falcolas]

I'm NAL either, but most lawyers speaking on this, with knowledge of the clauses thrown into these contracts speculate that he'd be taken to court for breach of contract.

IIRC, previous acquisitions that were attempted to be weaseled out of were forced to go through by the courts, when the acquisitor's finances weren't the issue.

EDIT: Ooh, the contract is public. Guess that makes sense, as it's a public company. Relevant to this, but section 8.1.d is the stanza relevant to this discussion. And the Act I definitions does define the "parent termination fee" at $1B.

https://www.sec.gov/Archives/edgar/data/0001418091/000119312...

Found via:

https://www.youtube.com/watch?v=_HuY9ZqFAsk

[lmm]

Eventually, yes - if they get a judgement against him and he doesn't pay, they can get an order to do that kind of thing. Same way the court system usually works.

[ceejayoz]

They'd sue for the $1B cancellation fee, I'd imagine.