RIP Twitter

#2,126
#2,126
hog88 said:
No **** Perry Mason. WTF would go into an acquisition like this without basic due diligence clauses?
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Well since negotiating M&A deals is what I do, pretty much anything. Some transactions actually have no due diligence clauses, particularly insider deals. Boilerplate provisions are rare in the mega-transactions. It can be an amazing thing to watch the top transactional attorneys put a contract together. Observed one attorney out of Chicago basically dictate an entire 120 page contract over the course of 3 days on a $35+ million deal with banks, mezzanine lenders and a hedge fund involved. Stunning intellect.
 
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#2,127
#2,127
WBO said:
Well since negotiating M&A deals is what I do, pretty much anything. Some transactions actually have no due diligence clauses, particularly insider deals. Boilerplate provisions are rare in the mega-transactions. It can be an amazing thing to watch the top transactional attorneys put a contract together. Observed one attorney out of Chicago basically dictate an entire 120 page contract over the course of 3 days on a $35+ million deal with banks, mezzanine lenders and a hedge fund involved. Stunning intellect.
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Can you imagine a deal like this not having a clause to protect him against cooked books?
 
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#2,129
#2,129
utvols88 said:
Can you imagine a deal like this not having a clause to protect him against cooked books?
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Well you're not going to have a provision referring to "cooked books" of course. It's going to be specific terms. Some numbers being inaccurate could be acceptable but I would think the question is whether there is a "number of users" requirement. Since Musk is focusing on the issue of bots there might be a specific provision addressing that. But I also wonder how the company is supposed to monitor that.

OK let me admit it, I don't do twitter. So I don't know how it works as far as its generation of revenue, but from what I've read it's actually from advertising. So does a Twitter user pay fees? If that's not the case, then it's from advertising. So the question becomes whether advertisers pay based on accounts or based on clicks? If it's clicks then number of "real" users doesn't really matter as long as you're hitting the numbers you need. If it's valid nonbot users (how are you determining that?) then an overstatement of accounts is material. If it's not a term, then the numbers being off mean nothing unless they've been lying about numbers of clicks. Then you've got problems.
 
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#2,130
#2,130
WBO said:
Well you're not going to have a provision referring to "cooked books" of course. It's going to be specific terms. Some numbers being inaccurate could be acceptable but I would think the question is whether there is a "number of users" requirement. Since Musk is focusing on the issue of bots there might be a specific provision addressing that. But I also wonder how the company is supposed to monitor that.

OK let me admit it, I don't do twitter. So I don't know how it works as far as its generation of revenue, but from what I've read it's actually from advertising. So does a Twitter user pay fees? If that's not the case, then it's from advertising. So the question becomes whether advertisers pay based on accounts or based on clicks? If it's clicks then number of "real" users doesn't really matter as long as you're hitting the numbers you need. If it's valid nonbot users (how are you determining that?) then an overstatement of accounts is material. If it's not a term, then the numbers being off mean nothing unless they've been lying about numbers of clicks. Then you've got problems.
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They typically based on a per 1000/ad impressions (or some other multiple). With that, a measure of the quality of the user base is typically an important deciding factor.

It could be that Twitter, like Facebook is able to target specific interests and/or demographics, which makes quality of user base a less important metric. I don’t know, but maybe someone who has purchased ads there does.
 
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#2,131
#2,131
WBO said:
Well you're not going to have a provision referring to "cooked books" of course. It's going to be specific terms. Some numbers being inaccurate could be acceptable but I would think the question is whether there is a "number of users" requirement. Since Musk is focusing on the issue of bots there might be a specific provision addressing that. But I also wonder how the company is supposed to monitor that.

OK let me admit it, I don't do twitter. So I don't know how it works as far as its generation of revenue, but from what I've read it's actually from advertising. So does a Twitter user pay fees? If that's not the case, then it's from advertising. So the question becomes whether advertisers pay based on accounts or based on clicks? If it's clicks then number of "real" users doesn't really matter as long as you're hitting the numbers you need. If it's valid nonbot users (how are you determining that?) then an overstatement of accounts is material. If it's not a term, then the numbers being off mean nothing unless they've been lying about numbers of clicks. Then you've got problems.
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Of course it won't be labeled cooked books but you don't buy a house without an inspection unless you're desperate or a fool.

In regards to revenue, it's advertising and I believe it's based on "engagement." You can see engagement separated by replies, retweets, views, etc. Bots would manipulate that heavily.
 
#2,132
#2,132
utvols88 said:
Can you imagine a deal like this not having a clause to protect him against cooked books?
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Well, see, there can't be. At least not after the fact. There is simply no one available to give him his money back. You see what I mean? He's buying from the stockholders. Some of them have some money, yes, but what do they have to lose by saying no? If he says "You will have to agree to pay me damages" they can just say "go away" and go along with their merry rich lives. When you negotiate, you have to negotiate.
 
#2,133
#2,133
WBO said:
OK let me admit it, I don't do twitter. So I don't know how it works as far as its generation of revenue, but from what I've read it's actually from advertising. So does a Twitter user pay fees? If that's not the case, then it's from advertising. So the question becomes whether advertisers pay based on accounts or based on clicks? If it's clicks then number of "real" users doesn't really matter as long as you're hitting the numbers you need. If it's valid nonbot users (how are you determining that?) then an overstatement of accounts is material. If it's not a term, then the numbers being off mean nothing unless they've been lying about numbers of clicks. Then you've got problems.
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It's revenue is from advertising and it's pretty terrible at making it. So the discussion of what the company is now kind of misses the point. The company as it is now wasn't worth the bid he made.
 
#2,134
#2,134
Velo Vol said:
It's revenue is from advertising and it's pretty terrible at making it. So the discussion of what the company is now kind of misses the point. The company as it is now wasn't worth the bid he made.
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And Musk just might know that and is making Twitter prove it. If they have been inflating their user numbers it give Musk the opportunity to renegotiate the price, if they haven’t then the asset is even more valuable.
 
#2,135
#2,135
Velo Vol said:
It's revenue is from advertising and it's pretty terrible at making it. So the discussion of what the company is now kind of misses the point. The company as it is now wasn't worth the bid he made.
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That's impossible. VN told me he's the most smartest, bestest and do other things good too businessman since DJT!
 
#2,138
#2,138
evillawyer said:
That's impossible. VN told me he's the most smartest, bestest and do other things good too businessman since DJT!
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He is the worlds richest man for a reason. You and I are nothing but sheep who post our opines on VN

Whether fail or succeed, that is capitalism,..And I love it.
 
#2,144
#2,144
I already knew some libertarians and people on the right worshiped Musk. But I didn't know one democrat who disliked the guy until their new media told them to do so. This is why I sometimes equate the democrat party to a religion with the news media providing the sermons and scripture.
 
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#2,145
#2,145
DonjoVol said:
I already knew some libertarians and people on the right worshiped Musk. But I didn't know one democrat who disliked the guy until their new media told them to do so. This is why I sometimes equate the democrat party to a religion with the news media providing the sermons and scripture.
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Seriously? Two words for you: Fox News.
 
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#2,147
#2,147
This is complete BS! How many of my volnation brethren told me yesterday he could back out of the deal on this basis?

 
#2,148
#2,148
evillawyer said:
This is complete BS! How many of my volnation brethren told me yesterday he could back out of the deal on this basis?

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Legal experts, that is laughable. These "experts" don't know anything unless they are privy to the actual buyout agreement. They are only just guessing right now. I would expect nothing less from the Washington Post- I mean Washington Trash.
 
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#2,149
#2,149
825VOL said:
Legal experts, that is laughable. These "experts" don't know anything unless they are privy to the actual buyout agreement. They are only just guessing right now. I would expect nothing less from the Washington Post- I mean Washington Trash.
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Gosh, if there were just some way to get our hands on deal docs. Maybe if there was a sec database, let's call it Edgar, where we could find those. Yeah, that would be awesome.

DEFA14A
 
#2,150
#2,150
evillawyer said:
Gosh, if there were just some way to get our hands on deal docs. Maybe if there was a sec database, let's call it Edgar, where we could find those. Yeah, that would be awesome.

DEFA14A
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Watching the baseball game and I will read it shortly. I already see a lots of reference to "Material Adverse Effect". Would that include SEC reports and other disclosures that did not accurately state the numbers of users? Would the lower number of users open the company up to fraud allegation from not only shareholders and advertisers, but also to the purchaser?
 
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