Wednesday, April 27, 2022

If You Have To Remind Your Incoming "Head Honcho" Not To Disparage The Company He's Going To "Lead" -- By Tweet... The "Thing (Kinda') Speaks For Itself."


This is clearly a "second decade of the 21st Century" merger clause -- but I suspect it is going to prove to be unique. . . used only in the Twitter / Musk deal (whew -- busy morning, in the graphics dept.!).

To wit: Mr. Musk has covenanted, in the merger agreement, now public in SEC filings, yesterday. . . not to Tweet disparaging statements about the company or the lawyers, bankers or. . . the terms of his $44 billion purchase transaction. . . as it lumbers toward a close. . . likely late in Q4 2022 (despite what the pressers say).

Res Ispa Loquitur, baby (i.e., he's already beclowned himself). The delicious irony of a "gag" of sorts, on Musk himself -- to say nothing of what the clause suggests about his maturity level. . . is jaw-slacking. [Of course, once the deal is closed -- he can "mean tweet" all he wants -- and injure his own investment -- to his heart's content!]:

. . .Section 6.8 Public Announcements. (at page 50) [Elon Musk] shall be permitted to issue Tweets about the Merger or the transactions contemplated hereby so long as such Tweets do not disparage the Company or any of its Representatives. . . .


You couldn't make such stuff up, if you tried. Even so, I am fairly certain the bankers will, as a condition of continuing the three year lending after closing (should one occur) insist that this non-disparagement clause remain in effect, until the loans are fully retired. Charming. Grinning ear to ear -- this is simply becoming. . . A Fellini-esque The Theatre of the Absurd.

नमस्ते

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