In August 2018, Elon Musk<\/a> called Michael Dell for advice. 2018年8月,埃伦麝香迈克尔•戴尔(Michael Dell)呼吁建议。
Mr. Musk, who was trying to take Tesla, his electric car company, private, quizzed Mr. Dell, who had done that very thing with his eponymous computer company in 2013, about the process and the best lawyers to use for the complicated transaction.
“I was really asking him about — did he find being private was good?” Mr. Musk recalled in a deposition about the Tesla effort. “Did he regret going private?”
Mr. Dell warned Mr. Musk that it was “a very difficult process” but that he was glad to have done it, according to court filings.
Now, Mr. Musk, who did not end up taking Tesla private, is doing so with Twitter<\/a>. As part of his $44 billion acquisition of the social media service, which closed on Thursday, he is delisting the company’s stock and taking it out of the hands of public shareholders.
Making Twitter a private company gives Mr. Musk some advantages. Unlike publicly traded companies, privately held firms do not have to make quarterly public disclosures about their performance. They are also subject to less regulatory scrutiny and can be more tightly controlled by an owner. That means Mr. Musk can make over Twitter — including tweaking the platform’s content rules, its finances and its priorities — without having to consider the worries of the investing public.
“It’s hard to run a public company if you think you should be the one running it and you’re not open to other views from people, like stockholders,” said Brian J.M. Quinn, a professor at Boston<\/a> College Law School. “By taking it private, you feel like you have a lot more flexibility.”
Here’s how Twitter is set to change as a private company under Mr. Musk.<\/em>
How is Mr. Musk taking Twitter private<\/a>?<\/strong>
As part of buying Twitter, Mr. Musk is merging the social media company with X Holdings, a corporate entity that he established in Delaware to handle the deal. X is buying out all of Twitter’s stock and will control the service, and Mr. Musk will control the holding company.
What happens to Twitter’s stock<\/a>?<\/strong>
Twitter will be delisted from the New York Stock Exchange and its shares will no longer trade on public markets as of Nov. 8, according to a securities filing. In September, Twitter’s shareholders approved the company’s sale to Mr. Musk and agreed to sell their stock to him for $54.20 a share. Investors will be able to claim the cash value of their shares.
What happens to Twitter’s board of directors<\/a>?<\/strong>
With the deal’s completion, Twitter’s board of directors will dissolve and its nine members will no longer preside over the company’s operations. Mr. Musk will most likely appoint a new board made up of friends and investors who helped fund the acquisition. The new board will be responsible for plotting Twitter’s trajectory as a private company.
“It will still be required by law to have a board of directors, and that would probably include Elon Musk and some of the other big equity investors in the company,” said Eric Talley, a professor at Columbia Law School. “I expect Mr. Musk will run it as a somewhat friendly dictatorship.”
What happens to Twitter’s top executives<\/a>?
<\/strong>
Mr. Musk has already started cleaning house, with several of Twitter’s top executives getting fired on Thursday.
The executives who were fired include Parag Agrawal<\/a>, Twitter’s chief executive, who has clashed publicly and privately with Mr. Musk. When Mr. Musk complained this year that Twitter had an unchecked spam problem, Mr. Agrawal tweeted to rebut his claims. Mr. Musk responded with a poop emoji.
At another point, Mr. Agrawal texted Mr. Musk, telling the billionaire that his criticisms were harming Twitter, according to a court filing.
“This is a waste of time,” Mr. Musk retorted.
Other executives who were fired include Ned Segal, Twitter’s chief financial officer; Vijaya Gadde, the top legal and policy executive; and Sean Edgett, the general counsel.
Under the merger agreement, Mr. Agrawal was potentially set to receive a golden parachute worth about $60 million, with Mr. Segal to receive $46 million, while Ms. Gadde would receive about $20 million. It was not immediately clear whether Mr. Musk intended to make the payments.
What about Twitter’s employees?
<\/strong>
Twitter has about 7,500 employees. Some of them have been jittery for months about the company’s sale to Mr. Musk. Many could face layoffs or job changes as their new owner takes over.
Their compensation is also set to change. Employees typically receive stock options in the company. But, with the delisting of Twitter’s stock, employees are set to be cashed out for shares they already have and to be paid with cash bonuses going forward, instead of the stock options they were scheduled to receive, according to the merger agreement. Some employees have worried that Mr. Musk may not honor the agreement.
“Most of these employees have been in a public company and are used to public option grants, which are liquid,” Mr. Quinn said. “They will have to come up with some other Silicon Valley-friendly method of keeping people around.”
What financial pressures will Twitter face as a private company?<\/strong>
By going private, Twitter will avoid some public scrutiny since it will no longer be required to make quarterly disclosures about the health of its business. This will give Mr. Musk some flexibility as he changes Twitter.
But he will face pressure from the banks that lent him $12.5 billion for the deal to begin repaying his debt. The cost of repaying those loans could run as high as $1 billion a year, financial analysts said.
“He has less public pressure, but he has a lot of private pressure from the banks to make the payments,” Mr. Quinn said of Mr. Musk. “Like almost every other private-equity take-private, he’s going to need a manager who is very focused on operations, being lean and being able to pay the bills on a day-to-day basis.”
Mr. Musk also took about $7.1 billion from equity investors to push the deal through. He may also face pressure from those investors, who might expect him to take Twitter public again at some point so that they can recoup their investment.
In some take-private deals, owners have opted to sell branches of their companies to pay their debts. Mr. Musk could choose to do the same at Twitter.
“It’s conceivable that some aspects of Twitter could potentially be carved off, sold off or spun off to raise money that could go toward paying the debt,” Mr. Talley said. “Twitter kind of is pared down to its core mission right now. They would have to get a little creative.”
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麝香先生试图用特斯拉,他的电动汽车公司,私人的,询问戴尔先生,曾做过事与他同名的电脑公司在2013年,对过程和最好的律师使用复杂的事务。
“我真的问他——他找到被私人,好吗?“麝香先生回忆起在沉积对特斯拉的努力。他后悔去私人吗?
戴尔先生麝香先生警告说,这是“一个非常困难的过程”,但他很高兴做了它,根据法庭文件中。
使Twitter成为私人公司为麝香先生提供了一些优势。与上市公司不同的是,私人公司不需要对他们的表现做出季度公开披露。他们也受到更少的监管审查和由一个所有者可以更严格的控制。这意味着麝香先生可以让Twitter——包括调整平台的内容规定,其财务状况及其优先级——无需考虑投资大众的担忧。
“很难运行一家上市公司如果你认为你应该是一个运行它,你不打开其他观点的人,像股东一样,”布赖恩说J.M.奎因,教授波士顿大学法学院。“通过私人,你觉得你有更多的灵活性。”
这是Twitter将如何改变作为一个私人公司在麝香先生。
麝香先生在吗Twitter私人吗?
作为购买Twitter的一部分,麝香先生与X控股合并社交媒体公司,一个企业实体,他建立在特拉华州处理交易。X是收购Twitter的所有股票,并将控制服务,和麝香先生将控制的控股公司。
Twitter的股票会发生什么吗?
Twitter将从纽约证券交易所退市在公共市场上交易,其股价将不再截至11月8日,据证券档案。今年9月,Twitter的股东批准了公司销售麝香先生和他同意出售他们的股票每股54.20美元。投资者将能够宣称他们股票的现金价值。
发生了什么Twitter的董事会吗?
交易的完成,Twitter的董事会将溶解及其9名成员将不再主持公司的操作。麝香先生很可能会任命一个新的董事会由朋友和帮助基金收购的投资者。新董事会将负责策划Twitter的轨迹作为私人公司。
“这仍然是法律规定的董事会,这可能包括Elon Musk和其他的一些大公司的股票投资者,”Eric Talley说,哥伦比亚大学法学院教授。“我预计麝香先生将运行它友好的独裁统治。”
发生了什么Twitter的高管吗?
麝香先生已经开始打扫房子,与Twitter的一些高管周四被解雇。
高管被解雇包括Parag AgrawalTwitter的首席执行官曾公开和私下与麝香先生发生了冲突。今年当麝香先生抱怨说,Twitter有一个不受垃圾邮件的问题,先生Agrawal推反驳他的主张。穆斯克粪便emoji回应。
在另一个点,Agrawal先生发短信麝香先生,告诉他批评伤害是Twitter的亿万富翁,据法庭文件。
“这是浪费时间,”麝香先生反驳道。
其他高管被解雇包括Ned Segal, Twitter的首席财务官;Gadde Vijaya,法律和政策执行;和肖恩Edgett总法律顾问。
根据合并协议,Agrawal先生可能将获得黄金降落伞价值约6000万美元,与西格尔先生获得4600万美元,而女士Gadde将获得约2000万美元。尚不清楚是否麝香先生打算偿还。
Twitter的员工呢?
Twitter拥有约7500名员工。他们中的一些已经紧张的几个月麝香先生对公司的销售。许多可能面临裁员或工作变动作为他们的新主人接管。
他们的薪酬也将改变。员工通常会收到公司的股票期权。但是,随着Twitter的退市的股票,员工将套现股票他们已经用现金支付奖金,而不是股票期权计划收到,根据合并协议。一些员工担心麝香先生可能不履行协议。
“大多数的员工一直在一家上市公司,用于公共期权,液体,”奎因先生说。“他们将不得不想出其他硅Valley-friendly让周围的人的方法。”
Twitter将面临金融压力作为一个私人公司?
通过私有化,Twitter将避免一些公众监督,因为它将不再被要求做季度披露其业务的健康。这将给先生麝香一些灵活性,因为他改变Twitter。
但他将面临来自银行的压力,借给他125亿美元交易开始偿还他的债务。偿还这些贷款的成本可能高达10亿美元一年,金融分析师说。
“他有更少的公众压力,但他有很多私人银行偿还的压力,”奎因先生说先生的麝香。“就像几乎所有其他私募股权的私有化,他需要一个经理非常关注操作,精益和日常能够支付账单。”
麝香先生还花了71亿美元从股权投资者推动这笔交易通过。他也可能面临来自投资者的压力,谁会期待他再次把Twitter公共点,这样他们就可以收回投资。
在一些私有化交易,业主选择销售分支机构的公司支付他们的债务。麝香先生可以选择在Twitter上做同样的事情。
“可以想象,Twitter的某些方面可能雕刻,出售或剥离筹集资金用于支付债务,”先生。“Twitter现在减少其核心使命。他们会变得更有创造性。
读到
In August 2018, Elon Musk<\/a> called Michael Dell for advice.
Mr. Musk, who was trying to take Tesla, his electric car company, private, quizzed Mr. Dell, who had done that very thing with his eponymous computer company in 2013, about the process and the best lawyers to use for the complicated transaction.
“I was really asking him about — did he find being private was good?” Mr. Musk recalled in a deposition about the Tesla effort. “Did he regret going private?”
Mr. Dell warned Mr. Musk that it was “a very difficult process” but that he was glad to have done it, according to court filings.
Now, Mr. Musk, who did not end up taking Tesla private, is doing so with Twitter<\/a>. As part of his $44 billion acquisition of the social media service, which closed on Thursday, he is delisting the company’s stock and taking it out of the hands of public shareholders.
Making Twitter a private company gives Mr. Musk some advantages. Unlike publicly traded companies, privately held firms do not have to make quarterly public disclosures about their performance. They are also subject to less regulatory scrutiny and can be more tightly controlled by an owner. That means Mr. Musk can make over Twitter — including tweaking the platform’s content rules, its finances and its priorities — without having to consider the worries of the investing public.
“It’s hard to run a public company if you think you should be the one running it and you’re not open to other views from people, like stockholders,” said Brian J.M. Quinn, a professor at Boston<\/a> College Law School. “By taking it private, you feel like you have a lot more flexibility.”
Here’s how Twitter is set to change as a private company under Mr. Musk.<\/em>
How is Mr. Musk taking Twitter private<\/a>?<\/strong>
As part of buying Twitter, Mr. Musk is merging the social media company with X Holdings, a corporate entity that he established in Delaware to handle the deal. X is buying out all of Twitter’s stock and will control the service, and Mr. Musk will control the holding company.
What happens to Twitter’s stock<\/a>?<\/strong>
Twitter will be delisted from the New York Stock Exchange and its shares will no longer trade on public markets as of Nov. 8, according to a securities filing. In September, Twitter’s shareholders approved the company’s sale to Mr. Musk and agreed to sell their stock to him for $54.20 a share. Investors will be able to claim the cash value of their shares.
What happens to Twitter’s board of directors<\/a>?<\/strong>
With the deal’s completion, Twitter’s board of directors will dissolve and its nine members will no longer preside over the company’s operations. Mr. Musk will most likely appoint a new board made up of friends and investors who helped fund the acquisition. The new board will be responsible for plotting Twitter’s trajectory as a private company.
“It will still be required by law to have a board of directors, and that would probably include Elon Musk and some of the other big equity investors in the company,” said Eric Talley, a professor at Columbia Law School. “I expect Mr. Musk will run it as a somewhat friendly dictatorship.”
What happens to Twitter’s top executives<\/a>?
<\/strong>
Mr. Musk has already started cleaning house, with several of Twitter’s top executives getting fired on Thursday.
The executives who were fired include Parag Agrawal<\/a>, Twitter’s chief executive, who has clashed publicly and privately with Mr. Musk. When Mr. Musk complained this year that Twitter had an unchecked spam problem, Mr. Agrawal tweeted to rebut his claims. Mr. Musk responded with a poop emoji.
At another point, Mr. Agrawal texted Mr. Musk, telling the billionaire that his criticisms were harming Twitter, according to a court filing.
“This is a waste of time,” Mr. Musk retorted.
Other executives who were fired include Ned Segal, Twitter’s chief financial officer; Vijaya Gadde, the top legal and policy executive; and Sean Edgett, the general counsel.
Under the merger agreement, Mr. Agrawal was potentially set to receive a golden parachute worth about $60 million, with Mr. Segal to receive $46 million, while Ms. Gadde would receive about $20 million. It was not immediately clear whether Mr. Musk intended to make the payments.
What about Twitter’s employees?
<\/strong>
Twitter has about 7,500 employees. Some of them have been jittery for months about the company’s sale to Mr. Musk. Many could face layoffs or job changes as their new owner takes over.
Their compensation is also set to change. Employees typically receive stock options in the company. But, with the delisting of Twitter’s stock, employees are set to be cashed out for shares they already have and to be paid with cash bonuses going forward, instead of the stock options they were scheduled to receive, according to the merger agreement. Some employees have worried that Mr. Musk may not honor the agreement.
“Most of these employees have been in a public company and are used to public option grants, which are liquid,” Mr. Quinn said. “They will have to come up with some other Silicon Valley-friendly method of keeping people around.”
What financial pressures will Twitter face as a private company?<\/strong>
By going private, Twitter will avoid some public scrutiny since it will no longer be required to make quarterly disclosures about the health of its business. This will give Mr. Musk some flexibility as he changes Twitter.
But he will face pressure from the banks that lent him $12.5 billion for the deal to begin repaying his debt. The cost of repaying those loans could run as high as $1 billion a year, financial analysts said.
“He has less public pressure, but he has a lot of private pressure from the banks to make the payments,” Mr. Quinn said of Mr. Musk. “Like almost every other private-equity take-private, he’s going to need a manager who is very focused on operations, being lean and being able to pay the bills on a day-to-day basis.”
Mr. Musk also took about $7.1 billion from equity investors to push the deal through. He may also face pressure from those investors, who might expect him to take Twitter public again at some point so that they can recoup their investment.
In some take-private deals, owners have opted to sell branches of their companies to pay their debts. Mr. Musk could choose to do the same at Twitter.
“It’s conceivable that some aspects of Twitter could potentially be carved off, sold off or spun off to raise money that could go toward paying the debt,” Mr. Talley said. “Twitter kind of is pared down to its core mission right now. They would have to get a little creative.”
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