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Tag: Securities regulation

  • Why did Elon Musk just spend billions to take over Twitter?

    Why did Elon Musk just spend billions to take over Twitter?

    Elon Musk has taken over Twitter and fired its CEO and other top executives. Trading in company shares was suspended Friday on the New York Stock Exchange and the stock will be officially delisted early next month, according to a filing with securities regulators. So now what?

    WHY DID MUSK BUY TWITTER?

    One reason why Musk bought Twitter this week is because he had little choice. The world’s richest man spent months trying to back out of the $44 billion purchase agreement he originally signed in April. But the uncertainty was so disruptive to Twitter’s business that it sued him in the Delaware Court of Chancery to force the deal’s completion, and a judge gave a Friday deadline to complete the deal or face a November trial that Musk was likely to lose.

    As for why Musk wanted to own Twitter in the first place, the reasons are more complicated. “There has been much speculation about why I bought Twitter and what I think about advertising,” he said in an open letter Thursday to companies that sell ads on Twitter, which is how the company makes money. “Most of it has been wrong.”

    HOW DID MUSK BUY TWITTER?

    It’s not yet clear how Musk secured all of the financing to close his $44 billion agreement to buy the company and take it private. But many of the commitments to the Tesla CEO were pledged back in the spring.

    A group of banks, including Morgan Stanley and Bank of America, signed on earlier this year to loan $12.5 billion that Musk needed to buy Twitter and take it private. Solid contracts with Musk bound the banks to the financing, although changes in the economy and debt markets since April have likely made the terms less attractive.

    Investors who would get ownership stakes in Twitter were also expected to chip in billions. Musk’s original slate of equity partners included an array of parties ranging from the billionaire’s tech world friends with like-minded ideas about Twitter’s future, such as Oracle co-founder Larry Ellison, to funds controlled by Middle Eastern royalty.

    Billionaire Saudi Prince Alwaleed bin Talal said Friday that he and his Kingdom Holding Company rolled over a combined $1.89 billion in existing Twitter shares, making them the company’s largest shareholder after Musk. Another equity investor, the cryptocurrency exchange Binance, confirmed Friday that it put in $500 million.

    The more equity investors kicked in for the deal, the less Musk would have had to pay on his own. Most of Musk’s wealth is tied up in shares of his electric car company. Since April, he has sold more than $15 billion worth of Tesla stock, presumably to pay his share.

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  • Why did Elon Musk just spend billions to take over Twitter?

    Why did Elon Musk just spend billions to take over Twitter?

    Elon Musk has taken over Twitter and fired its CEO and other top executives. Trading in company shares was suspended Friday on the New York Stock Exchange and the stock will be officially delisted early next month, according to a filing with securities regulators. So now what?

    WHY DID MUSK BUY TWITTER?

    One reason why Musk bought Twitter this week is because he had little choice. The world’s richest man spent months trying to back out of the $44 billion purchase agreement he originally signed in April. But the uncertainty was so disruptive to Twitter’s business that it sued him in the Delaware Court of Chancery to force the deal’s completion, and a judge gave a Friday deadline to complete the deal or face a November trial that Musk was likely to lose.

    As for why Musk wanted to own Twitter in the first place, the reasons are more complicated. “There has been much speculation about why I bought Twitter and what I think about advertising,” he said in an open letter Thursday to companies that sell ads on Twitter, which is how the company makes money. “Most of it has been wrong.”

    HOW DID MUSK BUY TWITTER?

    It’s not yet clear how Musk secured all of the financing to close his $44 billion agreement to buy the company and take it private. But many of the commitments to the Tesla CEO were pledged back in the spring.

    A group of banks, including Morgan Stanley and Bank of America, signed on earlier this year to loan $12.5 billion that Musk needed to buy Twitter and take it private. Solid contracts with Musk bound the banks to the financing, although changes in the economy and debt markets since April have likely made the terms less attractive.

    Investors who would get ownership stakes in Twitter were also expected to chip in billions. Musk’s original slate of equity partners included an array of parties ranging from the billionaire’s tech world friends with like-minded ideas about Twitter’s future, such as Oracle co-founder Larry Ellison, to funds controlled by Middle Eastern royalty.

    Billionaire Saudi Prince Alwaleed bin Talal said Friday that he and his Kingdom Holding Company rolled over a combined $1.89 billion in existing Twitter shares, making them the company’s largest shareholder after Musk. Another equity investor, the cryptocurrency exchange Binance, confirmed Friday that it put in $500 million.

    The more equity investors kicked in for the deal, the less Musk would have had to pay on his own. Most of Musk’s wealth is tied up in shares of his electric car company. Since April, he has sold more than $15 billion worth of Tesla stock, presumably to pay his share.

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  • Executives could forfeit some compensation under new rule

    Executives could forfeit some compensation under new rule

    Securities regulators wants to make sure publicly traded companies recover any executive compensation that’s awarded based on financial statements that are found to contain errors.

    The Securities and Exchange Commission said Wednesday that it has adopted a rule that calls on national securities exchanges to require the companies whose stock they list to comply with the new compensation clawback policy.

    Companies will have to disclose any instance when they recovered erroneously awarded incentive-based compensation, whether from a current or former executive. The rule applies to compensation paid out up to three years before the date when a company is required to disclose an accounting statement.

    The rule complies with a requirement in Wall Street reform law known as the Dodd-Frank Act, which was enacted in 2010 following the financial crisis.

    The policy will officially kick in 60 days following publication in the Federal Register.

    SEC Commissioner Hester M. Peirce, who was appointed to the commission in 2018 during the Trump administration, voted against the rule, arguing that, in some cases, it “could impose costs on shareholders greater than the benefits they derive from the clawbacks.”

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