By TOM KRISHER and MATT O’BRIEN
Elon Musk says he has lined up $46.5 billion in financing to buy Twitter, and he’s trying to negotiate an agreement with the company.
Last week, Musk announced an offer to buy the social media company for $54.20 per share, or about $43 billion. At the time, he did not say how he would finance the acquisition.
The Tesla CEO said Thursday in documents filed with U.S. securities regulators that he’s exploring what’s known as a tender offer to buy all of the social media platform’s common stock for $54.20 per share in cash. Under a tender offer, Musk, who owns about 9% of Twitter shares, would take his offer directly to other shareholders, bypassing the board.
But Musk hasn’t decided yet whether to do that.
The documents filed with the Securities and Exchange Commission say San Francisco-based Twitter Inc. has not responded to Musk’s proposal.
Twitter said in a statement Thursday that it has received Musk’s updated proposal and its “new information on potential financing.”
The company said its board is “committed to conducting a careful, comprehensive and deliberate review to determine the course of action that it believes is in the best interest of the company and all Twitter stockholders.”
Last week Twitter’s board adopted a “poison pill” defense that could make a takeover attempt prohibitively expensive.
The filing states that “entities related to (Musk) have received commitment letters committing to provide an aggregate of approximately $46.5 billion.”
The financing would come from Morgan Stanley and other financial institutions. Other banks involved include Barclays, Bank of America, Societie Generale, Mizuho Bank, BNP Paribas and MUFG. Morgan Stanley is one of Twitter’s biggest shareholders, behind Vanguard Group and Musk.
Musk said that $13 billion in financing came from Morgan Stanley and the other banks, as much as $12.5 billion would be loans secured by his Tesla stock, and committed $21 billion in equity, “directly or indirectly” from him, although he didn’t say what the source of those funds would be. The filing says that the equity commitment could be reduced by contributions from others or additional debt taken on.
A Delaware corporation named X Holdings 1 was formed at the direction of Musk and some affiliates who intend to “acquire, directly or indirectly, all of the outstanding equity interests of, or directly or indirectly merge with Twitter Inc.,” according to a financing commitment letter the company submitted.
Shares of Twitter rose slightly to $46.86 in Thursday morning trading after the financing became public. The share price is $7.34 below Musk’s offer.
Musk “is seeking to negotiate a definitive agreement for the acquisition of Twitter … and is prepared to begin such negotiations immediately,” the documents say.
With a tender offer, Musk would try to get other shareholders to pledge their stock to him at a certain price on a certain date. If enough shareholders agree, Musk could use that as leverage to get the board to drop the poison pill defense.
Musk signaled the possibility of a tender offer several times this week in tweets using the word “tender.”
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Tali Arbel contributed from Phoenix. Krisher reported from Detroit. O’Brien reported from Providence, Rhode Island.
