As Tesla Stock 📉, Musk needed to personally pay $33.5 Billion (previously $21 Billion) for Twitterby@legalpdf
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As Tesla Stock 📉, Musk needed to personally pay $33.5 Billion (previously $21 Billion) for Twitter

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Twitter v. Elon Musk Court Filing by Potter Anderson & Corroon LLP, July 12, 2022 is part of HackerNoon’s Legal PDF Series. You can jump to any part in this filing here. This is part 15 of 31: .FACTUAL ALLEGATIONS- The market turns

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Twitter v. Elon Musk Court Filing by Potter Anderson & Corroon LLP, July 12, 2022 is part of HackerNoon’s Legal PDF Series. You can jump to any part in this filing here. This is part 15 of 31.


Feature Image: HackerNoon’s Stable Diffusion AI, Prompt of ‘stock declines as ceo scrolls social media’

FACTUAL ALLEGATIONS

V. The market turns


60. The risk of market decline, which was Musk’s alone to bear under the merger agreement, materialized. Soon after signing, the U.S. capital markets took a turn for the worse. Within a week after April 25, 2022, the date the merger agreement was executed, Musk elected to sell 9.8 million Tesla shares to finance the merger at prices as low as $822.68 per share, substantially below their preTwitter-signing price of $1,005 per share. He then promptly Tweeted, “No further TSLA sales planned after today.” But the Tesla stock price kept dropping, putting Musk at risk of needing to pledge yet more Tesla shares to consummate his proposed margin loan and to sell still more to fund his equity commitment.


61. On May 4, 2022, Parent and Musk, faced with needing to pledge more Tesla shares to satisfy the condition that the margin loan not exceed 20% of the value of the pledged stock, decreased the amount of that loan. On May 24, without notifying Twitter, they dispensed with the loan entirely and agreed in a new equity commitment letter to increase Musk’s equity commitment to $33.5 billion. That letter, which remains operative, gives Twitter third-party beneficiary rights to enforce directly against Musk his equity commitment in accordance with its terms and the terms of the merger agreement.


62. Musk remains personally responsible for $33.5 billion of the approximately $44 billion required to complete the transaction.


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