Filing: Elon Musk delivers a non-binding proposal to acquire all of Twitter's outstanding stock for $54.20/share in cash, in a deal worth ~$43B

Elon Musk has offered to buy Twitter for $54.20 per share in cash, according to an updated 13D filing, Bloomberg News reports. Source: SEC.gov .

Bloomberg 2022-04-14

Context & Ripple Effects

The filing opens a takeover process that later coverage shows moved from an initial proposal to take Twitter private to a signed agreement at the same per-share price. The important arc is not a revised price, but the conversion of an indicated offer into a transaction requiring shareholder and regulatory approval.

The intervening coverage records Musk securing acquisition financing and later adding equity financing, while an October letter revived the original bid to avoid a courtroom fight. That sequence makes the initial non-binding filing the starting point of a financing, contracting, and enforcement process.

First-order effects

Twitter's board and shareholders must assess a cash proposal that would take the company private; Musk has no control of Twitter under a non-binding offer alone.
Musk must turn the indicated $54.20-per-share price into a financeable, board-approved transaction before the proposed acquisition can close.

Second-order effects

Financing commitments become the central test of the bid's credibility, as reflected in the subsequent $46.5 billion financing package and additional equity commitment.
Once Twitter agreed to the transaction, the dispute shifted from price discovery to deal execution: shareholder and regulatory approvals, and later the prospect of litigation, governed the outcome.

Third-order effects

The coverage illustrates how a public-company take-private can evolve from a headline offer into a legally enforceable process, with financing structure and contractual obligations carrying more weight than the opening indication of interest.
For major platform acquisitions, the durable dividing line is between an announced bid and a signed, funded agreement; the later revival of the original terms shows that signed-deal enforcement can preserve that distinction.

The trend: Large public-company takeovers are increasingly defined by the progression from indicative bid to committed financing and enforceable merger terms, rather than by the opening offer alone.

Discussion

Vox Peter Kafka on x
Is Elon Musk really going to buy Twitter for $43 billion?
@elonmusk Elon Musk on x
I made an offer https://www.sec.gov/...
@fredwilson Fred Wilson on x
Twitter is too important to be owned and controlled by a single person. The opposite should be happening. Twitter should be decentralized as a protocol that powers an ecosystem of communication products and services.
@realwillybot @realwillybot on x
Elon Musk after he owns 100% of Twitter https://twitter.com/...
@mayazi Maya Zehavi on x
Twitter as a private company just reduces the little public accountability social media have as fiduciaries to the public, but corporations (public or private) have a right to do as they will provided it's legal. Limiting free speech on social media is curation & moderation https…
@brianstelter Brian Stelter on x
“My offer is my best and final offer and if it is not accepted, I would need to reconsider my position as a shareholder,” Musk adds. “Twitter has extraordinary potential. I will unlock it.” Here's the text from the SEC filing 👇🏼 https://twitter.com/...
@mtracey Michael Tracey on x
Cowering in fear that Elon Musk could return Twitter to the content moderation policies it generally embraced before the year 2016, which might as well have been the Stone Age 😭 https://twitter.com/...
@paulduanefilm @paulduanefilm on x
If he buys Twitter for real, we have to go out in a blaze of glory, everyone tweeting this out like the end of Spartacus https://twitter.com/...
@zei_squirrel @zei_squirrel on x
I wonder what a twitter owned by elon musk would have done about the account which is tracking his flights that he tried to shut down https://twitter.com/...
@levie Aaron Levie on x
I mean who hasn't worked multiple jobs just to save up enough money so they could splurge on their favorite app.
@paulg Paul Graham on x
Elon buying Twitter could be good for Twitter, but I worry it will suck for him personally. His fame will ensure that every problem is blamed on him. And a site full of people who are literally crazy = lots of problems.
@sbf_ftx @sbf_ftx on x
2) Tweets go on-chain, encrypted; the sender chooses who has access to them (i.e. who can decrypt). In some sense this unifies DMs and tweets—DMs are just tweets with the privacy setting of “only Jill”.
@reckless Nilay Patel on x
Elon soon to discover that “free speech around the globe” means very different things in different countries, none of whom like having their laws broken and who will happily retaliate against Tesla and SpaceX to spite the world's richest man https://t.co/cI7RH2iFJ4 https://t.co/O…
@sbf_ftx @sbf_ftx on x
1) FWIW, some thoughts on what a decentralized Twitter might look like:
@sbf_ftx @sbf_ftx on x
8) Would this be good for Twitter's bottom line? I think so, given that they're only net making ~$300m/year right now, but who knows for sure. Would this democratize social media, make the finances transparent, and remove single point of failure moderation? Yup.
@markdistef Mark Di Stefano on x
Twitter employees having a fun morning! https://twitter.com/...
@williamturton William Turton on x
This is about optics. It appears that Musk is trying to save face with a low ball offer after his previous maneuvering imploded. (Also an exit ramp for him to get some of his money back.) https://twitter.com/...
@caseynewton Casey Newton on x
Asjfkfoskfjfidk https://twitter.com/...
@ebruenig Elizabeth Bruenig on x
if elon musk buys twitter and destroys it, history will have to acknowledge him as a morally complicated figure, capable of great evil but also great good
@davewiner @davewiner on x
1/9 I think there are reasons to be optimistic about Musk's Twitter, if that comes to be.
@alexstamos Alex Stamos on x
Elon should spend a day on Twitter's moderation queue before upping his offer. I'm sure Parag would let him.
@gergelyorosz Gergely Orosz on x
While we're all speculating what this means I can tell you Twitter employees are nervous as hell Most are thinking about their Plan B if this actually happens https://twitter.com/...
@kantrowitz Alex Kantrowitz on x
Elon: Twitter's vast potential won't be fulfilled without new vision and leadership... also, weed, lol
@saylor Michael Saylor⚡️ on x
lf you can't buy all of @twitter you can still buy a fraction of #bitcoin.
@bchappatta Brian Chappatta on x
For those wondering, Elon Musk has about $2.95 billion of “cash,” as estimated by the Bloomberg Billionaires Index. He just made a $43 billion cash offer for Twitter. You can figure out where that cash will come from. https://twitter.com/...
@notabigjerk Lauren on x
elon buying twitter would probably change the site in some structurally significant and annoying ways, but for the users, the iron law remains the same as it has since usenet: open, total war on all mods
@neilcybart Neil Cybart on x
Twitter's (weak) board will investigate all options in response to Musk's hostile takeover. All things considered, $54.20 is a healthy offer. Not a fire sale price by any stretch. There is no M&A train waiting for Twitter. Business/financial trends have been and remain meh.
@evelyndouek @evelyndouek on x
I guess celebrating the Trump deplatforming without concern for the fact that it was wholly contingent on a small group of people exercising completely discretionary private power without any public-regarding obligations was a little shortsighted huh
@benedictevans Benedict Evans on x
This tweet really summed up the challenges with Twitter - it decides to start executing and ship product, and launches its own newsletter product (because 'Substack is Twitter's paywall') - and then the CEO tells people to use a competitor.🤦‍♂ ️ https://twitter.com/...
@carnage4life @carnage4life on x
@benedictevans One of Twitter's fundamental challenges was that Jack didn't seem to like their newest features to build growth (e.g. Spaces, newsletters, etc) or their business model (ads, etc). It's a bad place for a company to be in when the CEO only believes in part of what th…
@alexweprin Alex Weprin on x
This is going to end with Elon Musk selling his entire stake on 4/20, isn't it?
@mayazi Maya Zehavi on x
Elon is essentially declaring war on evolving twitter into an interoperable protocol with stakeholder ownership in the name of trolling us https://twitter.com/...
@thestalwart Joe Weisenthal on x
Something I don't get. There's a lot of hostility on here towards Twitter's moderation approach, and a lot of it focused @paraga specifically. Yet he's been CEO for like 5 minutes. The whole approach started under libertarian hero @jack who seems totally criticism exempt.
@ldrogen Leigh Drogen on x
You bet your ass he's currently unloading his shares He's brilliant at this because he knows there's zero chance he ever goes to jail for securities fraud
@mattyglesias Matthew Yglesias on x
Everyone knows that Musk reinstating Trump on Twitter would be good for Democrats but nobody wants to say it.
@micsolana Mike Solana on x
https://twitter.com/... https://twitter.com/...
@tracyalloway Tracy Alloway on x
So I'm just going to reiterate, this is exactly why Form 13d — a.k.a what Musk *did not* use — exists... https://www.bloomberg.com/... https://twitter.com/...
@alexrkonrad Alex Konrad on x
Didn't make it into our final cut, but @cdixon cited this argument by @fredwilson about Twitter missing its calling as a protocol as one of his inspirations to jump into crypto—the blockchain providing the protocol that Twitter opted against in 2011/2012. https://www.forbes.com/.…
@lhm1 Lucy HM on x
This detail from Elon Musk's filing, in which he proposes to buy Twitter, is quite something: https://twitter.com/...
@seanparnellusa Sean Parnell on x
Elon is trying to straight up buy Twitter in an attempt to protect free speech. Simply amazing. Watch closely who melts down over this & you'll see who the enemies of freedom are in America. https://twitter.com/...
@nigel_farage Nigel Farage on x
This is the best news for free speech in years! https://www.bloomberg.com/...
@matt_levine Matt Levine on x
i wonder what today is like at the Saudi PIF
@ivanthek @ivanthek on x
Funding not yet secured. https://twitter.com/...
@austen Austen Allred on x
I'd suspect Twitter sees a double-digit percentage of staff resign as soon as it's announced Elon bought it. Which would ironically mean Twitter shaves... guessing at least $200 million/yr in employee costs from the jump.
@felixsalmon Felix Salmon on x
Elon's filing literally signs off with “have your people call my people” https://www.sec.gov/... https://twitter.com/...
@justinsuntron @justinsuntron on x
I believe @Twitter is far from unleashing its full potential, thus I am offering $60 per share to take the platform private. But we fully support the reform initiatives of @elonmusk and would love to see Twitter becoming crypto-native and Web3 friendly.
@noupside Renee DiResta on x
Twitter is unique. People have never been connected at this speed/scale before; it's not clear that creating global norms or laws is possible, though, & increasingly not clear that it's desirable. The “public square” metaphor creates unrealistic expectations; I stopped using it.
@noupside Renee DiResta on x
“I have to buy and take the public square private in order to save it!” Try saying it out loud. It sounds ridiculous. Hero-complex nonsense. But so are the ideas that 1) we should have a global public square and 2) that there's no “moderation” in the public squares we do have.
@matthew_d_green Matthew Green on x
I don't think Elon Musk has any idea of the corner he's painting himself into.
@normative Julian Sanchez on x
It's not a hostile takeover. It's a special stock operation.
@matt_levine Matt Levine on x
at the risk of taking this too seriously, i will say it's kind of weird for the richest man in the world to say “this is the public square, i will take it private.” https://twitter.com/...
@pkafka Peter Kafka on x
“There will be distractions ahead” https://twitter.com/...
@ldrogen Leigh Drogen on x
Parag kinda deserves this now for not simply walking away earlier
@paulmozur @paulmozur on x
Crazy stuff. From the disinfo side, Twitter has done a good job labeling Russian+Chinese state media and dissecting their info campaigns. Elon Musk has a lot to lose in China w/ Tesla (factory+market), so wonder what he'd do about ever growing China disinfo campaigns on Twitter. …
@smtuffy Sean Tuffy on x
Musk is out here openly pumping up the Twitter share price and the SEC is worried about short sellers, smdh
@timobrien Tim O'Brien on x
Musk is offering $54.20 per share. Twitter's shares hit $70 less than a year ago. So Twitter's board may reject this - while Musk still gets to enjoy a public stunt.
@jamestitcomb James Titcomb on x
This is the makeup of Musk's net worth per Bloomberg. So how does he get to $43bn cash. Does he have to sell a chunk of Tesla? Or borrow against his shares? https://twitter.com/...
@thestalwart Joe Weisenthal on x
I'm surprised he an afford twitter. Most of his wealth is in stock, and according to people on here, that's not real wealth.
@anildash @anildash on x
This will be deeply destructive to both the social and media ecosystems, as well as public discourse that relies on this platform. Bad governance will be worse than inconsistent governance. https://www.theverge.com/...
@austen Austen Allred on x
This is a 58% premium over when Elon started buying stock. I don't know how you can say no to this and be fiscally responsible. Shareholders would make a fortune.
@litcapital @litcapital on x
Elon Musk went from: 1. teasing changes to twitter over a poll 2. buying a 9.2% stake 3. accepting then declining a board seat 4. getting sued by twitter shareholders over delayed disclosure 5. offering to buy ALL of twitter in just a few weeks. absolute rollercoaster
@parikpatelcfa @parikpatelcfa on x
Jack Dorsey after Elon Musk acquires 100% of twitter https://twitter.com/...
@mdudas Mike Daodas on x
https://twitter.com/...
@austen Austen Allred on x
He's doing it. Elon Musk is performing a hostile takeover of Twitter. He just offered a 38% premium over the current price. A significant markup. I think this one goes through. There's a very good chance Elon Musk is about to own Twitter outright. https://twitter.com/... https://…
@carnage4life @carnage4life on x
Parag is sitting in his bedroom at 3:30AM regretting the “background check” line in that email.
@benedictevans Benedict Evans on x
Twitter has never been an *important* part of the tech industry. It's never been a platform, nor a protocol. It's the place tech goes to talk about tech, but Twitter Inc. itself has never been able to set an agenda.
@benedictevans Benedict Evans on x
In hindsight, maybe AMC and GameStop were just the beginning of the Meme Wars...
@birdyword Mike Bird on x
Your greatest fear is that he makes it better, isn't it
@ivanthek @ivanthek on x
Hot take: This is an elegant way for Musk to get out of his position, after the $TWTR board rejects his bid as inadequate. https://twitter.com/...
@andrewrsorkin Andrew Ross Sorkin on x
So what's the over/under @Twitter's board accepts @elonmusk's bid? It is a take-it-or-leave-it offer.
@jonerlichman Jon Erlichman on x
“I am not playing the back-and-forth game,” Musk said. “I have moved straight to the end” “This is not a threat, it's simply not a good investment without the changes that need to be made.”
@ivanthek @ivanthek on x
Twitter doesn't have a “free speech societal imperative.” https://twitter.com/...
@jonerlichman Jon Erlichman on x
In a letter to the board, Musk said he believes Twitter “will neither thrive nor serve (its free speech) societal imperative in its current form. Twitter needs to be transformed as a private company.”
@benedictevans Benedict Evans on x
Swapping one part-time CEO for another https://twitter.com/...
@markscott82 Mark Scott on x
Elon Musk wants to buy @Twitter. I now realize the company will neither thrive nor serve this societal imperative in its current form. Twitter needs to be transformed as a private company." https://www.sec.gov/...
@carnage4life @carnage4life on x
The other shoe drops. Elon offers to buy Twitter and take it private. His offer is at $54.20 per share. It last traded at $45.85. He implies if his offer is rejected he will sell his existing shares which will tank the stock. The chaos agent strikes back https://www.theverge.com/…
@alexstamos Alex Stamos on x
He's going the distance... he's going for memes... his other companies are all alone (all alone!) in their time of need...
@ericjackson Eric Jackson on x
Dan Ives says no one would want to come close to Elon's $54.20 offer.... 52 week high for Twitter is $73.34
@danprimack Dan Primack on x
Gonna be tricky when you can only buy Twitter ads w/ Dogecoin.
@cz_binance @cz_binance on x
Privatize it, issue a token, decentralize it. Cost per blue tick accounts to reduce spam/scam. NFTs, metaverse... https://twitter.com/...
@youngvulgarian Marie Le Conte on x
please do it, put us out of our misery, just make the whole thing fatally cringe and unusable, free us Elon https://twitter.com/...
@rustybrick Barry Schwartz on x
Yea... No one is surprised by this move by @elonmusk https://twitter.com/...
@kadhim @kadhim on x
Musk buys Twitter, deletes everyone's account https://twitter.com/...
@stokel Chris Stokel-Walker on x
lmao “this is not a threat” https://www.sec.gov/... https://twitter.com/...
@mayazi Maya Zehavi on x
The market really needs a Musk volatility index https://twitter.com/...
@jimwaterson Jim Waterson on x
The Elon vision for Twitter is all about changechangechange the platform and sack the current management. (As lots of other smart people have pointed out, Twitter always sort of works because its management don't actually seem to use/understand Twitter.) https://twitter.com/...
@matt_levine Matt Levine on x
oh come on
@tw_seal Thomas Seal on x
Musk's letter to Twitter. “Twitter has extraordinary potential. I will unlock it” https://www.sec.gov/...
@benthompson Ben Thompson on x
Holy smokes
@ericjackson Eric Jackson on x
Good morning Elon!
@mattyglesias Matthew Yglesias on x
Taking Twitter private so you can tweet about Twitter without getting in trouble with the SEC. Legendary.
@deitaone @deitaone on x
TESLA SHARES MOVE LOWER; LAST DOWN 1.4% PREMARKET AS MUSK MAKES AN OFFER TO ACQUIRE TWITTER $TSLA $TWTR
@modestproposal1 @modestproposal1 on x
Must've been quite the internal debate about whether to bid 54.20 or 54.69
@mayazi Maya Zehavi on x
I think Twitter with proper management & a new monetization model should be worth more than the $70 top of Aug '21, given it's reach & ability to frame the news cycle globally. Musk playing tease with that kind of reach as a toy can only destroy value
@jamestitcomb James Titcomb on x
Fifty dollars and 4.20. He absolutely cannot help himself
@riptari @riptari on x
We can't have nice things https://twitter.com/...
@sarafischer Sara Fischer on x
🚨🚨🚨 @elonmusk has offered to buy Twitter for $54.20 per share in cash. “My offer is my best and final offer and if it is not accepted, I would need to reconsider my position as a shareholder. Twitter has extraordinary potential. I will unlock it.” https://d18rn0p25nwr6d.cloudfron…
@jimwaterson Jim Waterson on x
The thing is why not, it might be healthy for everyone if this site just got weird and full of edit buttons and drove lots of us away https://twitter.com/...
@robohanrahan Rob O'Hanrahan on x
Currently priced at $45.85 a share... You'd wonder if this news will drive the price up further and benefit anyone who is a major shareholder🤔 https://twitter.com/...
@catherineflick Dr Catherine Flick on x
Please don't https://twitter.com/...

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