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Sunday, July 6, 2025

To buy Twitter, Musk has to keep banks, investors on board

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1002 days ago
20221007
FILE - Elon Musk speaks at the SATELLITE Conference and Exhibition March 9, 2020, in Washington. Trading in shares of Twitter were halted after the stock spiked, Tuesday, Oct. 4, 2022 on reports that Musk would proceed with his $44 billion deal to buy the company after months of legal battles. (AP Photo/Susan Walsh, File)

FILE - Elon Musk speaks at the SATELLITE Conference and Exhibition March 9, 2020, in Washington. Trading in shares of Twitter were halted after the stock spiked, Tuesday, Oct. 4, 2022 on reports that Musk would proceed with his $44 billion deal to buy the company after months of legal battles. (AP Photo/Susan Walsh, File)

If the squab­bling ever stops over Elon Musk’s re­newed bid to buy Twit­ter, ex­perts say he still faces a huge ob­sta­cle to clos­ing the $44 bil­lion deal: Keep­ing his fi­nanc­ing in place.

Ear­li­er this week, Musk re­versed course and said he’d go through with ac­quir­ing the so­cial me­dia com­pa­ny un­der the same terms he agreed to in April. But af­ter months of tweet­storms and le­gal barbs, there are scars and sus­pi­cions on both sides.

Ex­perts say that be­hind the scenes, banks could be scram­bling to find buy­ers for $12.5 bil­lion in debt from the deal, and Musk is try­ing to hold to­geth­er a group of eq­ui­ty in­vestors that is pitch­ing in bil­lions more. The er­rat­ic bil­lion­aire is on the hook for the rest.

The fight­ing con­tin­ued Thurs­day, when Musk’s at­tor­neys said Twit­ter is re­fus­ing to ac­cept his re­vived bid to buy the com­pa­ny. They sought to de­lay an up­com­ing tri­al on Twit­ter’s law­suit that could force him to com­plete the deal.

But Twit­ter’s at­tor­neys said it’s Musk who is hold­ing every­thing up, and his ef­fort to put the tri­al on hold “is an in­vi­ta­tion to fur­ther mis­chief and de­lay.”

In the end, a judge agreed to give Musk more time to close the deal but said the tri­al will go ahead in No­vem­ber if he doesn’t.

It’s still pos­si­ble the sale could close. But with so much at play, here’s what could throw the deal off track, again:

BANK FI­NANC­ING

A group of banks, in­clud­ing Mor­gan Stan­ley and Bank of Amer­i­ca, signed on to loan $12.5 bil­lion of the mon­ey Musk needs for the deal. In Thurs­day’s court mo­tion, Musk al­leges that Twit­ter doesn’t want to set the law­suit aside be­cause of a “base­less” fear that Musk could fail to get the bank fi­nanc­ing.

“No such fail­ure has oc­curred to date,” the mo­tion said. “Coun­sel for the debt fi­nanc­ing par­ties has ad­vised that each of their clients is pre­pared to hon­or its oblig­a­tions.”

The banks are “es­sen­tial­ly ce­ment­ed” to the deal by sol­id con­tracts, Wed­bush an­a­lyst Dan Ives said. But the debt mar­ket has changed dra­mat­i­cal­ly since April. The stock mar­ket has tum­bled, in­fla­tion is high, and in­ter­est rates are up as the Fed­er­al Re­serve tries to slow the econ­o­my.

Banks would sell the debt to in­sti­tu­tion­al in­vestors, but there’s not much ap­petite now to take part in takeovers that sad­dle com­pa­nies with big debts. Banks could be on the hook to make loans them­selves.

“The banks would be re­al­ly hap­py to not to have to take the risk of fund­ing these loans,” said Erik Gor­don, a law and busi­ness pro­fes­sor at the Uni­ver­si­ty of Michi­gan. “The agree­ments seem to be very strong, but I think the banks have their lawyers pulling all-nighters try­ing to get them out of it if they can.”

EQ­UI­TY IN­VESTORS

In­vestors who would get eq­ui­ty in Twit­ter are sup­posed to kick in bil­lions. Ives es­ti­mates they had agreed to $15 bil­lion to $16 bil­lion. But some in­vestors may be skit­tish about stay­ing in giv­en the mar­ket changes and Musk’s re­peat­ed ac­cu­sa­tions against Twit­ter about the num­ber of bots on the plat­form.

Qatar’s sov­er­eign wealth fund de­clined com­ment this week on the $375 mil­lion its sub­sidiary pledged in May. Sev­er­al oth­er in­vestors didn’t re­spond to re­quests for com­ment on whether they were still chip­ping in.

Musk’s eq­ui­ty com­mit­ments — in­clud­ing $1 bil­lion from Musk’s friend and Or­a­cle co-founder Lar­ry El­li­son — are on shaki­er ground if any in that di­verse group of back­ers have changed their minds, said Kevin Kaiser, an ad­junct fi­nance pro­fes­sor at the Uni­ver­si­ty of Penn­syl­va­nia’s Whar­ton School.

“No­body knows — I don’t know any­way — what their com­mit­ment is,” Kaiser said. “So are they able to back out? Be­cause if they’re able to back out, he is on the hook.”

MUSK MON­EY

Musk, the world’s rich­est per­son with a net worth of $231 bil­lion ac­cord­ing to Forbes, has to kick in his own mon­ey, but just how much de­pends on how many eq­ui­ty in­vestors stay in.

Most of his wealth is tied up in stock of the elec­tric car com­pa­ny that he runs, Tes­la Inc. Since April, he has sold more than $15 bil­lion worth of Tes­la stock, pre­sum­ably to pay his share.

If any eq­ui­ty in­vestors drop out, though, Musk will ei­ther have to re­place them or throw in more mon­ey, fu­el­ing spec­u­la­tion that he might have to sell more Tes­la shares. Musk’s share of the orig­i­nal deal was about $15.5 bil­lion, Ives es­ti­mat­ed.

THE GUAR­AN­TEE

It’s clear that Twit­ter’s board is very sus­pect of Musk be­cause he has trashed the com­pa­ny for months now, al­leg­ing that it has far few­er dai­ly users than it re­ports to in­vestors, said Gor­don.

That has di­min­ished Twit­ter’s val­ue and made in­vest­ing in the deal less at­trac­tive, he says. And be­cause Musk al­ready tried to back out of the deal once, Twit­ter will want a guar­an­tee of some sort that he won’t back out again.

That, Ives said, is like­ly to be a large chunk of mon­ey held in a non-re­fund­able es­crow ac­count that would go to Twit­ter if Musk doesn’t de­liv­er.

SIGNS OF PROGRESS

There are some signs that the deal will yet go through. Twit­ter says it looks for­ward to clos­ing the deal by Oct. 28. Musk’s de­po­si­tion in the law­suit, sched­uled for Thurs­day in Austin, Texas, was post­poned. Musk’s mo­tion says the bankers are still in. And the orig­i­nal group of in­vestors is not talk­ing pub­licly about bail­ing out.

Kr­ish­er re­port­ed from De­troit, O’Brien from Prov­i­dence, Rhode Is­land.

By TOM KR­ISH­ER and MATT O'BRIEN-AS­SO­CI­AT­ED PRESS

TwitterElon Musk


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