And so the saga continues. In a Securities and Exchange Commission (SEC) filing on April 21, Elon Musk contended that Twitter has not responded to his proposal, and given the lack of response by Twitter, he is exploring whether to commence a tender offer to acquire the social media platform.
In turn, Musk — who has secured $46.5 billion in financing for the bid — has formed three entities: X Holdings I, X Holdings II, and X Holdings III, all Delaware-incorporated, and Austin, Texas-based, according to the filing.
As Bloomberg explains, the plan is to put money into one of the entities to fund the purchase of Twitter shares in a tender offer, while a subsidiary would merge with the social-media firm.
The $46.5 billion Musk secured includes $25.5 billion from Morgan Stanley Senior Funding and $21 billion in equity financing, according to the filing.
Bloomberg added that while it’s not clear if the holding companies would have any affiliation with Musk’s current businesses, including Tesla and Space X, the name offers a clue, as he owns the domain “X.com” — the name of the online payments company he started and eventually merged with PayPal.
“Reference is made to a possible third-party tender offer by X Holdings II, Inc., a Delaware corporation (the “Purchaser”), and a wholly-owned subsidiary of X Holdings I, Inc., a Delaware corporation (“Parent”), to purchase all outstanding shares of common stock, par value $0.000005 per share (the “Common Stock”), of Twitter, Inc., a Delaware corporation (the “Company”),” the filing reads.
Wedbush Securities analyst Dan Ives, who earlier in the week had said that the next step for Musk would be to detail his financing, said in a note on April 22 that “yesterday’s filing was a seminal moment in this “Game of Thrones” real-life battle for Twitter as Musk detailed his secured financing for $46.5 billion around the Twitter bid and now puts more pressure on the Board with their back against the wall unless a second “white knight” bidder from private equity emerges over the coming weeks.”
Ives added that the filing shows a group of banks led by Morgan Stanley is prepared to lend Musk $25.5 billion, including a separate $12.5 billion loan pledged to the value of Musk’s Tesla shares.
“Musk would have to provide $21 billion in equity financing from his Tesla/SpaceX holdings which is a fraction of his $200 billion-plus current stake in Tesla,” Ives said, adding that with Tesla hitting targets this week around strong earnings Musk is eligible for the vesting of additional tranches from his compensation package that awards him another $25 billion of equity essentially paying for Twitter equity financing itself.
In terms of next steps, the poison pill Twitter’s board enacted last week gives the company more time to find a second bidder. According to Ives, next week will be key, as Twitter is set to report its earnings April 28, and the Board will likely officially reject Musk’s bid.
“Then in the next poker move, Musk will likely formally do a tender offer for Twitter shares and if successful (above the 35%-40% threshold will put pressure on the Board) negotiations will likely start between the Board and Musk,” Ives said in the note sent to GOBankingRates.