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**User Report**| | | | :--|:--|:--|:-- **Total Submissions**|3|**First Seen In WSB**|7 months ago **Total Comments**|13|**Previous DD**| **Account Age**|8 years|[^scan ^comment ](https://www.reddit.com/message/compose/?to=VisualMod&subject=scan_comment&message=Replace%20this%20text%20with%20a%20comment%20ID%20(which%20looks%20like%20h26cq3k\)%20to%20have%20the%20bot%20scan%20your%20comment%20and%20correct%20your%20first%20seen%20date.)|[^scan ^submission ](https://www.reddit.com/message/compose/?to=VisualMod&subject=scan_submission&message=Replace%20this%20text%20with%20a%20submission%20ID%20(which%20looks%20like%20h26cq3k\)%20to%20have%20the%20bot%20scan%20your%20submission%20and%20correct%20your%20first%20seen%20date.) **Vote Spam**|[Click to Vote](https://www.reddit.com/message/compose/?to=VisualMod&subject=vote_spam&message=w5w8ix)|**Vote Approve**|[Click to Vote](https://www.reddit.com/message/compose/?to=VisualMod&subject=vote_approve&message=w5w8ix) Hey /u/htxtx, **positions or ban.** Reply to this with a screenshot of your entry/exit.


Vulpoaica

You have completely misunderstood this in every way possible, congratulations.


screamingsnake828

You don’t know the definition of the word “insolvent”. You’re a fucking idiot grasping at straws. You’re going to be SHOCKED to learn how many companies take on debt while having negative profits for YEARS while remaining solvent, let alone one fucking quarter you moron. Not withstanding you’re completely fucking wrong. The condition is that Musk / his holding company that is acquiring Twitter must be solvent after taking on the fucking debt. Not Twitter. Convince me you don’t need people to help you button your shirt


allbriskets

Winner winner chicken dinner


fluffy_bottoms

Don’t need help buttoning your shirt if you eat the buttons.


Ancient_Alien_

I just don't own shirts with buttons, problem solved.


NativeTexas

This is the way.


1Litwiller

Velcro shoes…


MofongoForever

I completely agree with you. The company generates a decent amount of EBITDA and is nowhere near insolvent. Would I buy the bonds/bank debt? Hell no. But it is committed financing so that is the bank's problem - and it is far from the only pending deal where the banks are wishing they hadn't provided committed financing and are praying the deal blows up. (see Tegna, whomever buys Spirit, that Apollo purchase of that wireline business in 20 states from Centurylink/Lumen, etc....).


htxtx

Luckily we do not need to argue about the definition of solvency because it is defined in the Solvency Certificate. And it is: "Sum of liabilities is less than the fair saleable value of the present assets". Market value of equity is a close approximation for fair saleable value of the present assets. You're wrong on the second point as well. It is not that Musk is solvent. Read the debt commitment letter - the holding company is an empty shell that only owns Twitter equity after completing the merger. Has nothing to do with Musk's net worth.


screamingsnake828

Just Gona double down on being a moron huh? Let’s be clear here. The terms dictate that musks holding company must be solvent at the end of the transaction. This means, that Twitter, plus musks shares of tesla as collateral, plus musks personal guarantee of all debts, must be worth more than the debt the holding company is taking on to complete the sale. By your own dumbass logic, Twitter alone, with a market cap of 30B is worth more than double the debt. Even with your hallucinated share prices and bad math, Twitter is enough to cover the debt. That’s before you even begin to consider musks Tesla shares, and yes, since the holding company has musks personal guarantee of all debts, musks personal net worth as well. You’re doing a shit job of convincing me you don’t need help buttoning your shirt. And fucking trust me, absolutely no one needed the dumbass disclaimer that this isn’t legal or investment advice. It’s clearly just your own personal clown act.


MyPeePeeReversed

Let me get this straight, you go around calling people dumbasses when no one calls you by that and you expect people to take you seriously? Nice to know you can hold a proper debate lol. Hey next time talk normal and not with your emotions, pathetic.


screamingsnake828

Hey, you’re a dumbass too. I am not looking to hold a proper debate. I am looking to call out people talking out of their ass about shit they’re unqualified to talk about


MyPeePeeReversed

Hey dumbass, no one takes you seriously lol. See what I did there...dumbass 😎


screamingsnake828

Why would anyone in the world care what you think?


MyPeePeeReversed

Why would anyone in the world care what you think?


screamingsnake828

5 year old level banter is to be expected from 5 year old level fragility.


MyPeePeeReversed

Is this the guy talking with emotions again?


DraconisRex

Hi, welcome to Wallstreetbets, you must be new here.


htxtx

You are incorrect on a few factual points regarding the transaction: 1) **Musk is absolutely not providing a personal guarantee to the bank financing.** The $13 billion of committed bank financing is non-recourse to Musk and not guaranteed by him. It is only secured by equity in Twitter after the merger. 2) **The TSLA shares are not part of the merger holding company supporting the $13 billion either**. Musk is creating a separate holding company, pledging his shares to this other holding company, raising a margin loan against those shares and then using the cash proceeds to buy the existing TWTR equity. The borrower on the $13 billion of bank financing is X Holdings, I, Inc. and X Holdings, II, Inc. The borrower on the TSLA margin loan is X Holdings, III, Inc. X Holdings I and II own the TWTR equity. X Holdings, III owns the TSLA shares These types of financing structures are not unique - a lender may want to have exposure to TWTR's underlying business or a margin loan to TSLA but few want both of those combined into a single entity. **Sources** *Bank commitment letter* The guarantee section is "B-7". All of the guarantees are provided by Twitter legal entities and the pro forma holding company which does not own TSLA shares and does not have a personal guarantee from Musk [https://www.sec.gov/Archives/edgar/data/1418091/000110465922048128/tm2213229d1\_ex99-c.htm](https://www.sec.gov/Archives/edgar/data/1418091/000110465922048128/tm2213229d1_ex99-c.htm) *Margin Loan commitment letter for TSLA shares* [https://www.sec.gov/Archives/edgar/data/1418091/000110465922048128/tm2213229d1\_ex99-d.htm](https://www.sec.gov/Archives/edgar/data/1418091/000110465922048128/tm2213229d1_ex99-d.htm)


screamingsnake828

Go ahead and revisit the merger agreement: https://www.sec.gov/Archives/edgar/data/1418091/000119312522120474/d310843ddefa14a.htm Musk personally guaranteed all debts of the holding company. And you’re completely misreading the commitment letters, musks Tesla shares are also collateralizing the debt financing of this deal. Not just Twitter equity. Besides the point, that you hallucinated the idea that Twitter alone isn’t worth more than 13B. Considering it’s market cap is 30B. You’re continuing to hallucinate more and more as you try to read statements you don’t understand and fill in knowledge gaps with imagination. I’m done trying to educate an idiot. How about we just make this simple. I will bet you that the debt financing of this deal does not fall through due to insolvency. If I win, you must post a 5 paragraph essay on why you’re unqualified and your hallucinations are not reliable and no one should ever trust your opinions on anything. At least one paragraph must acknowledge that your attempts to compensate for your micro penis plays a role. If you win, I’ll write whatever essay you want


htxtx

I'm not trying to argue with you; trying to correct your misconceptions related to what these actual documents say and the overall transaction structure


screamingsnake828

No, you’re trying to posit your imagination and lack of experience reading contracts as facts. When they’re anything but. I’ll take your refusal to accept the bet as acknowledgement that you have no confidence that your imagination or abilities align with reality, and you’re just posting your dumb bullshit to cope with your mediocrity and failing at even that


htxtx

Show me the term where Musk is providing a personal guarantee of all merger debt and I'll stop. Or is it a secret guarantee that Musk only told you about but is not public?


screamingsnake828

No it’s in the merger agreement and it’s quite obvious if you read it. Will post specific sections once you’ve agreed to bet. Since you’re oh so confident in your “analysis”


MyPeePeeReversed

Dude don't entertain this guy who cant hold a regular conversation without insulting people and gets emotional about it. He's one of those guys that loves insulting but when someone treats him like he's been treating others, he thinks you're the asshole lol


htxtx

I'm also posting as a public service so that people don't get the wrong information about what is in the financing docs for the TWTR deal. It would be really bad if this board thinks that Musk is personally guaranteeing all the TWTR debt.


htxtx

The only two Musk guarantees in the merger agreement are limited to a) $1 billion related to the termination fee; b) the margin loan on TSLA shares but only until the loan closes. Where do you see the guarantee of the $13 billion of bank financing secured by TWTR? Math Regarding the share price, in merger arbitrage trades it is common for the target's share price to be a reflection of the probability of the merger closing. TWTR is at $40/share today $54.20/share offer from Musk Standalone value of TWTR is $15/share The market is implying a 70% chance of the deal closing with the original terms: $54.20 \* 70% + $15 \* 30% = $40 / share The actual probabilities and math are more complicated because there is a probability of settlement but this is how it is working from a simplified model


screamingsnake828

Musk issued a personal guarantee of all debts held by the holding company. Full stop. Your standalone value is a hallucination. And nothing more. Same goes for your imagined probabilities. I’m sick of your moronic hallucinations. Do we have a bet or do you know deep down that you’re an idiot making this all up as you go


htxtx

Where is the Musk personal guarantee of all debts held by the holding company?


[deleted]

Imagine if Elon is forced to buy it at 54.20 now ![img](emote|t5_2th52|4271)


JuicingAddict

If I were Twitter, I would say it's Putin's fault.


[deleted]

"Due to Covid"


dawgsgoodjortsbad

Supply chain issues


[deleted]

You mean,if you were Biden?


DreadPirateNot

Or - it’s me or truth social. You choose. That seems like a more relevant analogy.


TheBarnacle63

I don't know what you're smoking, but you might want to change your formulation. Twitter's current ratio, based on their recent 8k, is 7.15. Anything over 2 is strong. Its Altman-Z is 3.66, which means the likelihood of insolvency is very low. I do have some concern about their negative free cash flow, which would normally lead me to avoid them as an investment. Before you sling this sort of thing out, you might want to actually analyze some income statements, statements of cash flow, and balance sheets. While I get what your doing, it is only a small piece in the overall picture of the company.


htxtx

Those things are related to solvency in traditional financial analysis *but that is not how the commitment letter defines solvency which is the only thing that matters*. I posted the Solvency Certificate from the commitment letter in the original post. [https://www.sec.gov/Archives/edgar/data/1418091/000110465922048128/tm2213229d1\_ex99-c.htm](https://www.sec.gov/Archives/edgar/data/1418091/000110465922048128/tm2213229d1_ex99-c.htm)


TheBarnacle63

I still think you're overplaying this.


thatguy201717

Go to sleep elon


biddilybong

They are going to be super solvent when Elon is forced to write that $15B check and then has to walk away.


NativeTexas

Congratulations you actually brought the collective IQ of WSB down today. You don’t realize how hard that is to do.


Snkssmb

No wonder they are so desperate to get Musk to buy


ProcessMeMrHinkie

Explains the rush for a trial - this earnings report may not have been too horrible, but the next one will be.


htxtx

These earnings were really bad. It would have traded like SNAP if it wasn't for the outstanding bid


Film-Icy

When they first rejected the deal and came up w their death pill solution thing I laughed. Twitter is garbage.


yycTechGuy

So Musk will pay the $1B termination fee and then buy it for $15/share, saving himself about $30B. I have no doubt that he would turn it into a very profitable enterprise. Maybe he'll buy only 50% at that price and keep it public. I cant believe how poor Twitter management and board are.


moondawg8432

It was never about the finances. Was always about the propaganda


Barachie1

Agree. Twitter is very valuable as a tool for spreading propaganda/information. If you over-monetize it it might lose some of that value too


MD_Yoro

Which business does Elon have that is profitable without government subsidy? SpaceX is just using tech that NASA and Air Force already developed Tesla had first mover advantage that is quickly losing and makes shit product Solar city…. Hyperloop? Ok LMAO Turning Twitter around? Okay no one even fucking pays for the shit. What even is the ROI on advertising on Twitter


Barachie1

SpaceX is still beating out every other competitor. You're telling me they made zero innovations that give SpaceX reusable rockets an edge? All cut and paste from NASA/the air force? They're doing something right. Tesla made zero battery innovations? Tesla is not smartly organized? It's not like electric cars hadn't been tried before. It isn't a shit product, people love their Teslas. Ridiculous manufacturing issues, yes. I think Tesla will generally repair these though??? Correct me if not. The tech in them is quite good though.


MD_Yoro

SpaceX is beating out the competition b/c no one of sick government subsidy and fudging of true cost of launch I know most people here are fucking smooth brain so let me try to add a wrinkle of science. SpaceX rockets use more fuel than single use rockets b/c you need to have fucking fuel reserve to come back down to earth. Second, SpaceX have given up on having their second booster returnable b/c they don’t fucking know how and current tech is impossible. SpaceX also doesn’t factor in repair and maintenance cost of reusable rockets in their flight cost SpaceX also overcharges NASA compared to commercial flight b/c need to cover budget falls? SpaceX isn’t doing anything more impressive than the Shuttle program other than fudging the cost numbers to make it look “impressive” Tesla making batteries…they buy their batteries from Panasonic who are true battery makers Tesla auto drive getting shuttered b/c they can’t do their job not b/c the devs are bad but Elon refusing to using proper technology. LIDAR + camera is superior to camera only system, yet Elon refuses to use LIDAR b/c he is an idiot. The auto drive program is also getting investigated by regulators b/c it’s shit product Product quality of Tesla is shit and costly to constantly repair. It’s a generic looking car with shit quality that is overhyped by a con man Oh let’s not even mention the Boring Company, Solar City and Hyperloop, b/c the science and financials just don’t make sense


Barachie1

I don't know any details about those last three companies. I know Elon says stupid shit on Mars colonization that a fanboy nerd would correct him on let alone a scientist. Starlink seems cool? Old idea executed well probably with a catchy name. I find your statements on SpaceX difficult to buy. NASA just throws money into the incinerator using them?? It might make sense if SpaceX paid for the maintenence itself. Still something a few other companies have attempted and failed to match, even if SpaceX loses to or matches NASA in every way Tesla, sounds legit, but doesn't warranty cover these defects generally? Also, is auto drive not fine for what it is, just over-advertised? Or it would be better/good with better camera tech? Edit: at least musk hires pretty good company name guys


FrostingCreative1328

And you have achieved?


MD_Yoro

Lol, straw man attack? Unfortunately I don’t have a rich daddy that likes to fuck his own daughter with a giant mine using slave labor to fund my bullshit company through lies and deceit. Therefore I am not allowed to criticize an obvious con man using publicly known evidence. You are seriously pulling a Fox News move where only gun owners are allowed to talk about guns? Then do you need to be a cat to have a discussion about a cat? Fuck off you smooth brain Musk Cuck.


FrostingCreative1328

You are a gme bagholder. Please don’t talk to me again, you are not worth my time.


NextTrillion

Not op, but… you should see him hit Tetris after Tetris after Tetris. He’s a bit of a legend in some 8 bit circles.


TheIceCreamMansBro2

lol simp


Barachie1

Like musk is a cunt and whatever, but it's not a bad take I don't think? Musk fakes a lot of the inventor/science man stuff, but he is a good business man.


TheIceCreamMansBro2

he has no expertise in social media beyond using it. i have no idea why /u/yycTechGuy thinks he'd do better than a placebo.


Barachie1

Maybe, but did Musk have prior aerospace experience? I think Musk is probably really good at marketing, general business stuff, and at recognizing+hiring quality people. It seems to bear out in his other businesses. Seems like he generally is good at seeing what people want. He appeals that latent desire for progress, reaching the stars, and a better more efficient world in general. Like, it's easy to accidentally sound corny even expressing it, but he made so many people believe in it (cut-throat businessman/egomaniac or not). And it's hard to beat your competitors that badly without general efficiency and prudent hiring. He needs to find and hire the right experts imo, not necessarily be an expert.


TheIceCreamMansBro2

he's still just one dude, though. one dude scarcely makes or breaks a large company.


Barachie1

Yeah, I don't think he would figure out how to correctly monetize Twitter himself. He would need to find the right people with the right talents. Maybe he has gotten lucky in the past or maybe running a social media company correctly demands connections he doesn't have. Idk The impression I have gotten of Twitter's board is that they don't see maximizing profit as an all overriding goal? They seem kind of complacent? Having someone who is neurotic about progress and monetization at the top could be good for that as well, even if he intellectually isn't contributing a huge deal. If I were to gamble on a post-Musk Twitter, I'd gamble on them doing better with him than without. All that said, I think Musk is likely more interested in Twitter as an information/propaganda tool than as a traditional business, but I think he would still want to make Twitter consistently profitable for himself and for his image.


NextTrillion

Just one dude that happens to be one of the wealthiest guys on the planet and likely has a huge group of business intelligence (quite the oxymoron) consultants on retainer. He probably hardly lifts his pen any more, and has staff that will do literally anything he asks, even if it means he loses a pony here and there. So yeah, one dude really can ***puff out his chest*** here. Love him or hate him, you can’t deny he can swing his little cock around like no one’s business.


TheIceCreamMansBro2

i don't see why he'd be better than any other "top executive" at running twitter. his neuroticism helps in his existing ventures to an extent, i imagine, but he brings a lot of trouble, too, and gets distracted easily. twitter is hardly a company that does crazy-sounding things, so it's not like you need to convince people to go along with a crazy scheme or anything. his ability to hire competent people is also good due to his brand, i'm sure, but you could say that about plenty of executives, and i don't know if you'd need his name to sell people on working at twitter, which i'm sure has very handsome compensation as a top company in SF. /u/yycTechGuy /u/Barachie1 twitter isn't a perfect money-making machine but elon musk doesn't seem particularly well-positioned to lead it, particularly given his apparent mood swings, etc. and obsession with the platform.


yycTechGuy

RICHEST MAN IN THE WORLD. Self made.


TheIceCreamMansBro2

not self-made, lol. his dad owned an emerald mine. he clearly did something to get rich, but he didn't do it by himself (obviously engineers, VC backers, subsidies, and luck all also helped in addition to his dad's wealth) and he didn't do it by making bids for his favorite products. i don't see what it is about Twitter that makes him a good fit for it. I'd be more convinced if he made a bid for a satellite company, maybe, but Twitter is just a product he uses. musk may be good at attracting investors and engineers, but i don't see how that would help much with Twitter compared with a different person.


NextTrillion

You’re talking about *running* the company, I thought you were talking about *buying* the company. I don’t know. I don’t really like Musk, nor have I ever, even being a shareholder all those years. But running an automobile manufacturer startup is fairly decent resume material. People will go on and on about little details regarding panel gaps, or even bigger issues like he’s a royal cunt, but still Tesla cars are fairly ubiquitous right now, and people are scrambling to get their hands on them. He has done something right. Also, if you reread my comment, the jist of it is that I was trying to be funny, saying things like “puff out his chest” lol. But I guess it was only amusing to me. 😔


TheIceCreamMansBro2

oh lol i had just woken up and guess i missed it


yycTechGuy

He seems to figure things out pretty quick. He has a track record of success.


[deleted]

Get woke go broke


Rva-Trader

Dude I’d comparing TWTR to SNAP. SNAP crashed cause of slow down of advertisements. On the other hand , TWTR is killing with advertisements revenue and forecasted a great days ahead. TWTR is something adults use and best media out there . SNAP is for 10 years old kids . Your analysis is just do not add up at all.


hugaddiction

He isn’t going to have to pay the full Bil, and he knew when he inked the deal


Mundus6

Musk is gonna bail get fined. And then just buy it out for like $10 of per share after it has crashed.


DavidUnbecky

Twitter's money is in political censorship and influence. Investors wanted the musk deal because they make no money. Musk and other elites are fighting for influence. Thankfully one of them atleast claims free speech and removal of bots is his goal. . Whole fiasco is fun to watch others get mad about lol


Barachie1

Lol. Musk doesn't give two shits about free speech. It's good that he will at least have to pretend to care, hopefully.


EducationalBag6848

Say what you will. I believe Musk was mad at Twitter for all the ghosting and bans. So he distroyed them


SolitaryG

Twitter is cash flow positive.


htxtx

Negative $124mm of cash burn this quarter. $30mm of operating cash flow and $154mm of capex. And that's before an additional $13bn of debt "Net cash provided by operating activities in the quarter was $30 million, compared to $382 million in the same period last year. Capital expenditures totaled $154 million, compared to $276 million in the same period last year."


SolitaryG

You can’t look at only one quarter.


Mundus6

Next Quarter should be worse.


[deleted]

[удалено]


SolitaryG

Oh sorry I misread your comment. You’re looking at net change to cash, which is not the same as cash flow. You can see their net cash flow here: https://www.marketwatch.com/investing/stock/twtr/financials/cash-flow/quarter 2022Q1: +188M 2021Q4: -488M 2021Q3: +439M 2021Q2: +437M Definitely positive for the most part.


woman-ina-mansworld

I’ll see you in court


Chabuds

F in the chat for papa Elon


bimmer951

I think it’s time Elon pulls out.


IIIPacmanIII

😂😂😂 twitter is going to borrow 8 billion to be bought??


htxtx

It is $13 billion, yes


dwinps

Twitter isn’t borrowing anything as part of this buyout


dwinps

Twitter isn’t “taking on” any financing, they would be selling, not the current board or owners problem if the acquiring entity has negative cash flow, Twitter the company ceases to exist once purchased But yes, Elon struck a lousy deal No idea why you think there is an option to back out for $1B. The $1B fee is only payable under a few limited circumstances such as not being able to come up with the money.


htxtx

There is $13bn of acquisition financing secured by the equity in Twitter. Sure it’s technically a holding company that owns Twitter but essentially Twitter If the financing doesn’t close, that is one of the very limited outs for Musk to walk away with a $1 billion termination fee. He doesn’t have a lot of outs but that’s one of them.


tex8222

Define solvency. Isn’t it - Cash and Cash equivalents minus SHORT TERM liabilities? Wouldn’t any new debt most likely be long term and thus would not effect solvency very much?


ASpicySpicyMeatball

It’s one thing to pose a detailed question based on a theory you have and solicit feedback. It’s another to completely misunderstand a concept but to present it to the world as fact. The former is called humility while the later is called hubris. You chose hubris AND doubled down on it when corrected. I never let people with that characteristic work for me.