Tesla CEO Elon Musk has hinted that he has a “Plan B” just in case his initial acquisition attempt for Twitter does not succeed. A new securities filing published on Thursday appears to hint at what this “Plan B” could be.
As noted in a Schedule 13D filing, Musk is currently exploring a tender offer to purchase some or all Twitter stock directly from shareholders. The Tesla CEO noted that this new strategy was adopted partly because Twitter’s Board of Directors had not responded to his initial acquisition offer. What’s interesting, however, is that Musk has received commitments for $46.5 billion to help finance the potential deal.
The relevant section of the 13D filing follows:
“Twitter has not responded to the Proposal. Given the lack of response by Twitter, the Reporting Person is exploring whether to commence a tender offer to acquire all of the outstanding shares of Common Stock (together with the associated rights issued pursuant to the Rights Agreement (the ‘Rights’ and, together with the Common Stock, the ‘Shares’)) that are issued and outstanding (and not held by the Reporting Person) at a price of $54.20 per share, net to the seller in cash, without interest and less any required withholding taxes, subject to certain conditions (the ‘Potential Offer’), but has not determined whether to do so at this time.
“To finance the Proposed Transaction or a Potential Offer, entities related to the Reporting Person have received commitment letters committing to provide an aggregate of approximately $46.5 billion as follows:
(i) A debt commitment letter, dated April 20, 2022 (the “Debt Commitment Letter”), from Morgan Stanley Senior Funding, Inc. and certain other financial institutions party thereto as commitment parties (collectively, the “Commitment Parties”) pursuant to which the Commitment Parties have committed to provide $13 billion in financing to the Reporting Person and related entities as follows: (a) a senior secured term loan facility in an aggregate principal amount of $6.5 billion, (b) a senior secured revolving facility in an aggregate committed amount of $500 million, (c) a senior secured bridge loan facility in an aggregate principal amount of up to $3 billion and (d) a senior unsecured bridge loan facility in an aggregate principal amount of up to $3 billion ((a) – (d) collectively, the “Debt Facilities”);
(ii) A separate debt commitment letter, dated April 20, 2022 (the “Margin Loan Commitment Letter”), from Morgan Stanley Senior Funding, Inc. and certain other financial institutions party thereto as commitment parties (collectively, the “Margin Loan Commitment Parties”) pursuant to which the Margin Loan Commitment Parties have committed to provide $12.5 billion in margin loans (the “Margin Loan Facility”), the proceeds of which will be distributed or otherwise made available to Purchaser; and
(iii) An equity commitment letter, dated April 20, 2022 (the “Equity Commitment Letter”), from the Reporting Person pursuant to which the Reporting Person has committed to provide equity financing for the Proposed Transaction or the Potential Offer sufficient to pay all amounts payable in connection with the Offer and the Merger (plus related fees and expenses), net of the amounts to be funded pursuant to the Debt Commitment Letter and the Margin Loan Commitment Letter, which is currently expected to be approximately $21 billion (the “Equity Financing”).
Musk caught headlines last week when he announced his intention to acquire Twitter for $54.20 a share in a deal worth about $43 billion. While the Twitter Board of Directors did not formally respond to Musk’s offer, the company adopted a “poison pill” strategy on Friday in what was viewed as an attempt to block a takeover by the Tesla CEO. Twitter co-founder Jack Dorsey has expressed his support of Musk, even noting that the social media company has had a “dysfunction” for some time now.
Prior to his announcement of a proposed Twitter acquisition, Musk had purchased over 73 million shares of the social media company. By amassing a stake of over 9% in Twitter, Musk effectively became one of the company’s single largest shareholders. Twitter soon announced its plan to give Musk a seat on its Board of Directors on the condition that he could not own more than 14.9% of the company. The Tesla CEO declined the seat and issued his buyout proposal not long after.
Elon Musk’s latest filing can be viewed here.
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