Elon Musk Buys a 9.2% Stake in Twitter

The title of the ZeroHedge article is inaccurate. Musk did not file an “Amended 13D”. His original filing was a 13G, which applies to passive investors who have intention of seeking to affect the direction of the company, the composition of the board and management, or increase their stake and possibly take control. These restrictions may be lifted at any time by filing a 13D [PDF] (which requires additional disclosure), which is what Musk has now done.

Part of the disclosure required by a 13D is all purchases and sales of the company’s securities, and Schedule I reveals that Musk has been accumulating Twitter stock in purchases, almost daily, since 2022-01-31. So, this has been a long-term plan, executed to avoid disruption of the market and to accumulate the position without driving up the stock price.

4 Likes

I especially like the line “There will be distractions ahead,…” Believe I detect a euphemism?

1 Like

Thank you for this. After going through the 13D, it puts to rest speculation from, e.g., Matt Levine who claims it’s all a “game” for Musk, etc.

Look this all makes complete sense, obvious, intuitive, simple sense. If you are the richest person in the world, and annoying, and you constantly play a computer game, and you get a lot of enjoyment and a sense of identity from that game and are maybe a little addicted, then at some point you might have some suggestions for improvements in the game. So you might leave comments and email the company that makes the game saying “hey you should try my ideas.” And the company might ignore you (or respond politely but not move fast enough for your liking). It might occur to you: “Look, I am the richest person in the world; how much could this game company possibly cost? I should just buy it and change the game however I want.” Even if your complaints are quite minor, why shouldn’t you get to play exactly the game you want? Even if you have no complaints, why not own the game you love, just to make sure it continues to be exactly what you want? The game is Twitter, the richest person in the world is Elon Musk, and: [so on].

Executing a sequence of trades designed to accumulate a position without moving the share price is not compatible with impulsive decision making. But it would be shrewd for Musk to keep playing the poor impulse control card while executing his plan. What’s even more shrewd is he filed the 13G late on April 4, though it disclosed reaching 5% on 3/14. So it seems that he was planning this all along and in retrospect it looks like the so-called mainstream media missed reporting on this (or chose to ignore it)

image

4 Likes

When does Elon Musk sleep? Does he sleep? How does he find the time to leave venerable organizations like NASA and Volkswagen in their established industries in his dust while still having enough time left over to plot a revolution in Woke-Central Twitter?

Back in the days when I read more biographies, it seemed quite common to find that various eminent individuals needed only 4 hours or so daily sleep. That was in effect increasing their standard working week by 50% – not that many of them limited themselves to a standard 40-hour work week. Is part of the impact of certain people simply due to them having more time to accomplish things?

1 Like

Edison is frequently cited as habitually sleeping around four hours a day, but he would also take naps of 20 minutes whenever he felt he needed a recharge. Tesla also slept little and napped frequently, but then in his later life went whack-a-doodle around the bend.

Einstein, on the other hand, would regularly sleep ten hours a day and take naps in addition.

I don’t know if there’s a pattern, but personally I’m more Einstein than Edison when it comes to sleeping, although I have never gone in for naps and find them leaving me groggy and likely to have trouble getting to sleep on time. I can function (or could, when younger, anyway) for an extended period of time on four to six hours a night of sleep, but when awake I am in zombie mode, lacking creativity, problem solving skills, or the ability to step back and assess strategy.

I wrote this in my personal book of aphorisms on 2021-08-20:

There is nothing virtuous about sleep deprivation. It makes people stupid, sloppy, error-prone, unwise, and unthinkingly obedient. This is why schools and armies so encourage it. We’d all be better off if early-rising “policy makers” got a good night’s sleep or, better still, never woke up.

5 Likes

I am in your camp on sleep – it is based on the individual – but sure seems important to get right.

I would prefer to fly in a plane in which the pilots Slept 8 hours prior to the flight which is one of the many benefits of flying in the morning.

Also for this reason, hospitals filled w/ sleep deprived med students ought to scare the hell out of us and lead us to question the medical establishment’s judgement!

Musk is game on in social media space and US congress role in important matters has been Game Over for a long, long time.

3 Likes

There is a significant difference between the nature of Einstein’s contribution and Musk’s.

Einstein’s work was highly creative – and essentially solitary. His was a real Life of the Mind. Musk (and those like him) are highly creative too – but they have to accomplish things through the efforts of other people. Choosing the right people and motivating them is essential to turning the creative thought (an electric car! a reusable rocket!) into reality.

Maybe there is no correlation between impact on the world and sleep pattern? No-one writes biographies of down-&-out losers – so we don’t know how much time they spend sleeping. :slightly_smiling_face:

3 Likes

My above post (dated April 11th) aged well.

4 Likes

Do the sequential digits 4, 2, and 0 always have to appear in a Musk offer?

5 Likes

Here is the SEC Schedule 13D/A Amendment 2 announcing the offer.

On April 13, 2022, the Reporting Person delivered a letter to the Issuer (the “Letter”) which contained a non-binding proposal (the “Proposal”) to acquire all of the outstanding Common Stock of the Issuer not owned by the Reporting Person for all cash consideration valuing the Common Stock at $54.20 per share (the “Proposed Transaction”). This represents a 54% premium over the closing price of the Common Stock on January 28, 2022, the trading day before the Reporting Person began investing in the Issuer, and a 38% premium over the closing price of the Common Stock on April 1, 2022, the trading day before the Reporting Person’s investment in the Issuer was publicly announced.

The Proposal is non-binding and, once structured and agreed upon, would be conditioned upon, among other things, the (i) receipt of any required governmental approvals; (ii) confirmatory legal, business, regulatory, accounting and tax due diligence; (iii) the negotiation and execution of definitive agreements providing for the Proposed Transaction; and (iv) completion of anticipated financing.

There can be no assurance that a definitive agreement with respect to the Proposal will be executed or, if executed, whether the transaction will be consummated. There is also no certainty as to whether, or when, the Issuer may respond to the Letter, or as to the time table for execution of any definitive agreement. The Reporting Person reserves the right to withdraw the Proposal or modify the terms at any time including with respect to the amount or form of consideration. The Reporting Person may, directly or indirectly, take such additional steps as he may deem appropriate to further the Proposal.

If the Proposed Transaction is completed, the Common Stock would become eligible for termination of its registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, and would be delisted from the New York Stock Exchange.

Here is the letter Elon Musk sent to Twitter chairman of the board Bret Taylor.

Bret Taylor
Chairman of the Board,

I invested in Twitter as I believe in its potential to be the platform for free speech around the globe, and I believe free speech is a societal imperative for a functioning democracy.

However, since making my investment 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.

As a result, I am offering to buy 100% of Twitter for $54.20 per share in cash, a 54% premium over the day before I began investing in Twitter and a 38% premium over the day before my investment was publicly announced. 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.

The letter quoted the following “Script” of a conversation, presumably with Taylor.

[SEND VIA TEXT]

As I indicated this weekend, I believe that the company should be private to go through the changes that need to be made.

After the past several days of thinking this over, I have decided I want to acquire the company and take it private.

I am going to send you an offer letter tonight, it will be public in the morning.

Are you available to chat?

[VOICE SCRIPT]

  1. Best and Final:
    a. I am not playing the back-and-forth game.
    b. I have moved straight to the end.
    c. It’s a high price and your shareholders will love it.
    d. If the deal doesn’t work, given that I don’t have confidence in management nor do I believe I can drive the necessary change in the public market, I would need to reconsider my position as a shareholder.

    • i. This is not a threat, it’s simply not a good investment without the changes that need to be made.
    • ii. And those changes won’t happen without taking the company private.
  2. My advisors and my team are available after you get the letter to answer any questions
    a. There will be more detail in our public filings. After you receive the letter and review the public filings, your team can call my family office with any questions.

Twitter has around 800.16 million shares outstanding. Subtracting the 72.7 million Musk already owns, at the offer price of US$ 54.2 per share, the total value of the buy-out is US$ 39.43 billion.

Musk has retained Morgan Stanley to advise in the transaction.

6 Likes

Deep state blue check weighs in:

Max Boot is a frequent contributor to the Washington Post, which is a private company wholly owned by Jeff Bezos through a holding company, Nash Holdings.

4 Likes

He has superior trolling skills :smiley:

Questions asked out of ignorance – I am not a Twitter user and do not intend ever to become one. Unfortunately, this leaves me ignorant of Twitter’s business model.

Something worth $Billions clearly has to be able to generate large amounts of revenue. Where does that revenue come from? Advertising to the Twitterati? Or selling data on the Twitterati to advertisers? Could it be that Mr. Musk sees the potential for additional sources of revenue from its customer base?

2 Likes

3 Likes

Suit against Musk

This may show others that hit the radar:

From Twitter’s most recent (fiscal year 2021) 10K/Annual Report [PDF], filed 2022-02-16.

Revenue

  • Advertising services 89%
  • Data licensing and other 11%

Advertising Services
We generate most of our advertising revenue by selling our Promoted Products. Currently, our Promoted Products consist of the following:

  • Promoted Ads and Twitter Amplify. Promoted Ads (previously branded as Promoted Tweets), which are labeled as “promoted,” appear within a timeline, search results, profile pages, and Tweet conversations. Using our proprietary algorithms and understanding what is relevant to each account, we can deliver Promoted Ads that are intended to achieve the outcome that the advertiser is seeking. We enable our advertisers to target an audience based on many criteria. Our Promoted Ads are pay-for-performance or pay-for-impression delivered advertising that are priced through an auction. Our Promoted Ads include objective-based features that allow advertisers to optimize for the goal selected by the advertisers, such as Tweet engagements (e.g., Retweets, replies and likes), website traffic, mobile application installs or engagements,obtaining new followers, or video views.

  • Follower Ads. Follower Ads (previously branded as Promoted Accounts), which are labeled as “promoted,” provide a way for our advertisers to build and grow an audience that is interested in their business, product or service. Our Follower Ads are pay-for-performance advertising priced through an auction.

  • Twitter Takeover. Twitter Takeover (previously branded as Promoted Trends), which are labeled as “promoted,” appear at the top of the list of trending topics or timeline for an entire day in a particular country. We sell our Twitter Takeover on a fixed-fee-per-day basis.

While the majority of the Promoted Products we sell to our advertisers are placed on Twitter, we also generate advertising revenue by placing advertising products that we sell to advertisers on third-party publishers’ websites, applications or other offerings.

Data Licensing and Other

We generate data licensing and other revenue by (i) offering data products and data licenses that allow our data partners to access, search and analyze historical and real-time data on our platform (which consists of public Tweets and their content), and (ii) until the completion of its sale on January 1, 2022, providing mobile advertising exchange services through our MoPub exchange. Our data partners generally purchase licenses to access all or a portion of our data for a fixed period. We recognize data licensing revenue as our data partners consume and benefit from their use of the licensed data. In addition, through December 31, 2021, we operated a mobile ad exchange and received service fees from transactions completed on the exchange. Our mobile ad exchange enabled buyers and sellers to purchase and sell advertising inventory and matched buyers and sellers. We have determined we were not the principal as it relates to the purchase and sale of advertising inventory in transactions between third-party buyers and sellers on the exchange. Therefore, we report revenue related to our ad exchange services on a net basis

3 Likes

Saudi prince Alwaleed Talal, Chairman of Saudi-based Kingdom Company, a large Twitter shareholder, just announced rejection of Musk’s offer.

Kingdom Company presumably has the assets to make a counteroffer >$54.20.

1 Like

Here is Elon Musk live at TED Vancouver 2022 a few hours ago.

On Twitter: “Open source the algorithm, make all promotion and demotion of posts and posters transparent.”

3 Likes

Thanks for digging out that information, Mr. W.

Back in MBA days, the professor in charge of the advertising course explained the challenge of getting one’s money’s worth from advertising – 90% of all advertising is wasted; the problem is we don’t know which 90%.

But spare a thought for the San Francisco snowflakes at Twitter Central. On the plus side, they won’t be bought out by Musk and given a non-negotiable offer of a 50% pay cut to move to their new show-up-every-day work location in Texas. On the minus side, they now know they work for those beheading women-wrapping Saudis. There is a God!

Any chance that Mr. Musk’s Plan B involves setting up an Anti-Twitter, with no censorship, lower overhead, and cheaper advertising rates?

2 Likes