The document shows that Musk has received $46.5 billion in commitment to help finance the proposed deal. Through a tender offer, Musk plans to approach Twitter shareholders directly and offer to buy their shares within a specific time frame.
Musk, the richest man in the world, has secured $25.5 billion in debt financing from Morgan Stanley Senior Funding and other financial institutions. He has also committed to providing $21 billion in equity financing, according to the document.
Musk is seeking to negotiate a “definitive agreement” with the board for the acquisition of Twitter.
“Twitter has not responded to the proposal,” Musk says according to the filing. “Given the lack of response by Twitter,” he is “exploring whether to commence a tender offer to acquire all of the outstanding shares” at a price of $54.20 per share.
The purchase will include the rights associated with the Rights Agreement (the poison pill), the filing stated.
The billionaire, however, “has not determined whether to do so at this time.”
Musk made a bid on April 14 to take the social media company private for $54.20 per share, or around $43 billion in cash. The firm’s board of directors the next day unanimously adopted a “poison pill” defense to prevent a hostile takeover.
The poison pill, also known as a shareholder rights plan, is used as a defense strategy to make Musk’s takeover more expensive and difficult.
If Musk reaches 15 percent ownership, the poison pill will be triggered. This will allow other stockholders to purchase additional shares at a discounted price, thus diluting Musk’s ownership stake.
On April 4, Musk announced that he owned 73.5 million Twitter shares, or 9.2 percent of the firm. Musk later reduced his holdings to 73.1 million shares, or 9.1 percent of the company, according to an SEC filing. Twitter’s other large shareholders include The Vanguard Group (10.3 percent), Morgan Stanley (8.4 percent), and BlackRock (6.5 percent).