Elon R. Musk made a non-binding proposal to acquire remaining 90.4% stake in Twitter, Inc. (NYSE:TWTR) from Al waleed bin Talal, Kingdom Holding Company (SASE:4280), The Vanguard Group, Inc. and others for $41.4 billion on April 13, 2022. Elon R. Musk entered into a definitive agreement to acquire remaining 90.4% stake in Twitter, Inc. from Al waleed bin Talal, Kingdom Holding Company, The Vanguard Group, Inc. and others on April 25, 2022. Under the transaction, Elon Musk will acquire all of the remaining outstanding common stock of Twitter for all cash consideration valuing the common stock at $54.2 per share. Elon R. Musk has made a best and final offer and if the offer is not accepted, he would reconsider his position as a shareholder in Twitter. To finance the transaction, Elon R. Musk has received commitment letters committing to provide an aggregate of approximately $46.5 billion. This includes a debt commitment letter, dated April 20, 2022 from Morgan Stanley Senior Funding, Inc. and certain other financial institutions party thereto as commitment parties pursuant to which the Commitment Parties have committed to provide $13 billion in financing as follows: (a) a senior secured term loan facility in an aggregate principal amount of $6.5 billion, (b) a senior secured revolving facility in an aggregate committed amount of $500 million, (c) a senior secured bridge loan facility in an aggregate principal amount of up to $3 billion and (d) a senior unsecured bridge loan facility in an aggregate principal amount of up to $3 billion; a separate debt commitment letter, dated April 20, 2022 from Morgan Stanley Senior Funding, Inc. and certain other financial institutions party thereto as commitment parties pursuant to which the Margin Loan Commitment Parties have committed to provide $12.5 billion in margin loans, and an equity commitment letter, dated April 20, 2022, from Elon R. Musk pursuant to which Elon R. Musk has committed to provide equity financing for the transaction sufficient to pay all amounts payable in connection with the offer and the merger, net of the amounts to be funded pursuant to the Debt Commitment Letter and the Margin Loan Commitment Letter, which is currently expected to be approximately $21 billion. On May 4, 2022, Elon Musk received equity commitment letters providing for an aggregate of approximately $7.1 billion in new financing commitments in connection with the deal. As of May 4, 2022, the Equity Commitment Letter was amended to increase the financing commitments thereunder to $27.25 billion. In addition, margin loans to fund the transaction were reduced to an aggregate principal amount of $6.25 billion from $12.5 billion. As of October 26, 2022, Mirae Asset Global Investments will provide $209 million for the transaction as financial investor.

Upon termination of the merger agreement under specified limited circumstances, Twitter will be required to pay Elon R. Musk a termination fee of $1.0 billion. Upon termination of the merger agreement under other specified limited circumstances, Elon R. Musk will be required to pay Twitter a termination fee of $1.0 billion. The proposal would be conditioned upon the receipt of any required governmental approvals; confirmatory legal, business, regulatory, accounting and tax due diligence; the negotiation and execution of definitive agreements; approval of Twitter stockholders, the expiration or termination of the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and clearance under the antitrust and foreign investment laws of the United States and certain non-United States jurisdictions and the completion of anticipated financing. If the transaction is completed, the common stock of Twitter would become eligible for termination of its registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, and would be delisted from the New York Stock Exchange. The Twitter Board of Directors will carefully review the proposal to determine the course of action that it believes is in the best interest of Twitter and all Twitter stockholders. Saudi Prince Alwaleed bin Talal, a major Twitter investor rejected Musk's hostile offer. On April 15, 2022, Twitter adopted poison pill defense against Musk buyout bid. As of April 25, 2022, the Board of Directors of Twitter unanimously approved the deal. On June 3, 2022, the waiting period under the HSR Act for the acquisition of the social media firm has expired. The transaction is expected to close in 2022. As of October 6, 2022, the transaction is expected to close on October 28, 2022.

Goldman Sachs & Co. LLC, J.P. Morgan, and Allen & Co. are serving as financial advisors to Twitter, and Katharine A. Martin, Martin W. Korman, Douglas K. Schnell, Remi P. Korenblit, Lisa L. Stimmell, John Aguirre, Brandon M. Gantus, Erik F. Franks, Michael A. Occhiolini, Dana J. Hall, John Mao, Andrew Ralston, Michael A. Rosati, Myra A. Sutanto Shen, John P. McGaraghan, Scott A. McKinney, Matt Staples, Amy L. Simmerman, Ryan J. Greecher, Scott A. Sher, Stephen R. Heifetz, Joshua F. Gruenspecht, Nicki Locker and Evan L. Seite of Wilson Sonsini Goodrich & Rosati, Professional Corporation and Alan M. Klein, Anthony Vernace, Katherine M. Krause, Christopher Brown, Jonathan Lindabury, Gregory T. Grogan, Patricia K. Adams, Kenneth B. Wallach, Sunny Cheong, Sara Y. Razi, Antonio Bavasso and Malcolm J. Tuesley of Simpson Thacher & Bartlett LLP are serving as legal counsel. Morgan Stanley is acting as lead financial advisor to Elon Musk. BofA Securities and Barclays are also acting as financial advisors to Elon Musk. Mike Ringler, Sonia K. Nijjar and Dohyun Kim of Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Elon Musk. Goldman Sachs & Co. LLC and J.P. Morgan are also serving as fairness opinion provider to Twitter. For services rendered in connection with the merger and the delivery of the opinion, Twitter has agreed to pay J.P. Morgan a fee of approximately $53 million, of which $5 million became payable upon delivery of the opinion and the remainder of which is contingent and payable only upon the closing of the merger. The engagement letter between Twitter and Goldman Sachs provides for a transaction fee that is estimated, at approximately $80 million, $15 million of which became payable at announcement of the merger, and the reminder of which is contingent upon consummation of the merger. Michael Diz, Uri Herzberg, Peter Schuur, Jonathan Levitsky and Scott Selinger of Debevoise & Plimpton LLP is advising Qatar Investment Authority (QIA) in its $375 million co-investment to help finance Elon Musk's take private acquisition of Twitter. Innisfree M&A Inc. served as proxy solicitor and Computershare Trust Company, N.A. served as transfer agent to Twitter. Innisfree will receive a fee of $0.05 million. William Savitt of Wachtell, Lipton, Rosen & Katz acted as legal advisor to Twitter. James A. Florack, counsel Sanders Witkow, Benjamin Cheng, Randy Dorf, Phoebe Jin, John M. Brandow, Alan F. Denenberg and Stephen Salmon, Faisal Baloch of Davis Polk & Wardwell LLP has advised the administrative agent and the initial lenders in connection with a $6.7 billion senior secured first-lien term loan facility, a $500 million senior secured revolving credit facility, a $3 billion senior secured first-lien bridge facility and a $3 billion second-lien bridge facility, provided to an acquisition vehicle formed by Elon Musk to finance the approximately $44 billion acquisition of Twitter, Inc. Perella Weinberg Partners served as financing advisor to X Holdings(Elon R. Musk) in connection with its acquisition of Twitter, Inc.

Elon R. Musk completed the acquisition of remaining 90.4% stake in Twitter, Inc. (NYSE:TWTR) from Al waleed bin Talal, Kingdom Holding Company (SASE:4280), The Vanguard Group, Inc. and others on October 27, 2022. As part of completion, Twitter's Chief Executive Officer Parag Agrawal, Chief Financial Officer Ned Segal, Vijaya Gadde, Twitter's head of legal have exited the firm. Elon Musk plans to assume the role of Chief Executive Officer. Centerview Partners acted as a financial advisor to Elon R. Musk.