Elon Musk Files Update on Twitter (TWTR) Financing Commitments

May 25, 2022 4:33 PM EDT

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(Updated - May 25, 2022 4:34 PM EDT)

Twitter (NYSE: TWTR) shareholder Elon Musk disclosed:

Item 4 of the Schedule 13D is hereby amended by adding the following:

As previously disclosed, on April 25, 2022, an affiliate of the Reporting Person (the “Margin Loan Borrower”) received a commitment letter (the “Margin Loan Commitment Letter”) from Morgan Stanley Senior Funding, Inc. and certain other financial institutions party thereto (collectively, the “Margin Loan Commitment Parties”) pursuant to which the Margin Loan Commitment Parties committed to provide the Margin Loan Borrower up to $12.5 billion in margin loans to fund a portion of the merger consideration contemplated by the Merger Agreement (the “Merger Consideration”).

On May 4, 2022, the Reporting Person allowed a portion of the margin loan commitments contemplated by the Margin Loan Commitment Letter to expire, and, after giving effect to such expiration, the Margin Loan Commitment Parties remained committed to provide the Margin Loan Borrower with up to $6.25 billion in margin loans to fund a portion of the Merger Consideration. Concurrently with the foregoing reduction in margin loan commitments, the Reporting Person committed to provide an additional $6.25 billion in equity financing to fund a portion of the Merger Consideration by amending and restating the Amended Equity Commitment Letter, dated as of April 25, 2022, to increase the aggregate principle amount of the equity commitment thereunder to $27.25 billion.

On May 24, 2022, the Reporting Person allowed the remainder of the margin loan commitments contemplated by the Margin Loan Commitment Letter to expire, at which time the Margin Loan Commitment Letter and the commitments thereunder terminated. Concurrently with the foregoing, the Reporting Person committed to provide an additional $6.25 billion in equity financing to fund a portion of the Merger Consideration by amending and restating the Amended Equity Commitment Letter, dated as of May 4, 2022, to increase the aggregate principle amount of the equity commitment thereunder to $33.5 billion (the “May 24 Equity Commitment Letter”).

The Reporting Person (on behalf of himself and Parent) is seeking and the Reporting Person (directly or indirectly through Parent) may receive additional financing commitments to fund portions of the total Merger Consideration, which commitments, subject to the terms of the Merger Agreement and the May 24 Equity Commitment Letter, may replace portions of the financing commitments previously reported by the Reporting Person in connection with the Merger Agreement and the Merger contemplated thereby, including portions of the Reporting Person’s May 24 Equity Commitment Letter described herein. In addition, the Reporting Person (on behalf of himself and Parent) is having, and will continue to have, discussions with certain existing holders of Common Stock (including Jack Dorsey) regarding the possibility of contributing such shares of Common Stock to Parent, at or immediately prior to the closing of the Merger, in order to retain an equity investment in Parent or Twitter following completion of the Merger in lieu of receiving Merger Consideration in the Merger. Subject to the terms of the Merger Agreement and the May 24 Equity Commitment Letter, any such contribution commitments may replace portions of the financing commitments previously reported by the Reporting Person in connection with the Merger Agreement and the Merger contemplated thereby, including portions of the Reporting Person’s May 24 Equity Commitment Letter described herein.

The foregoing description of the May 24 Equity Commitment Letter is qualified in its entirety by reference to the full text of the May 24 Equity Commitment Letter, a copy of which is attached hereto as Exhibit N, which is incorporated herein by reference.



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13Ds, Corporate News, Hot M&A, Mergers and Acquisitions

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Morgan Stanley, Twitter, 13D, Definitive Agreement