Tesla, TSLA & the Investment World: the Perpetual Investors' Roundtable

[thx1139]

What is the basis for people saying Elon waived all Due Diligence?

 

[CHGolferJim]

Right. The courts could force Elon to go ahead with the original purchase. So if he does buy back Tesla shares, he won't do it until everything is settled.

One thing that jumped out at me in this morning’s articles was reference to possibility Musk could withdraw from the deal if his financing “collapses”. If his friends and bankers pull their commitments, would he have to step in and do the deal entirely from personal funds, or would that withdrawal be sufficient grounds to negate the deal irrespective of all of the remaining issues under litigation? Seems on the surface to be not that complicated for the financing partners to withdraw given the decline in TWIT’s apparent value.

 

[CHGolferJim]

What is the basis for people saying Elon waived all Due Diligence?

Have the impression TWIT proponents have made that claim, and Musk/proponents have denied it and pointed to terms of the agreement that make the deal contingent on access to the data which Musk and his attorney’s letter say he hasn’t been given.

 

[SOULPEDL]

It's difficult to understand but it's a reference to the multiple ways in which Twitter acted in bad faith (or perhaps they didn't know what the contract they signed required of them). The contract required them to not fire executives or take other actions that could materially change the company while the purchase/sale agreement was progressing. It also required them to disclose everything they knew that would help determine the actual value of the business.

The number of people who think this is a slam dunk for Twitter are brainwashed by the mainstream media. It's a direct result of them not understanding that the media is the defacto representation of all the business interests Elon Musk is threatening with his new, more efficient, common-sense ways to do business more efficiently, whether it be EV's displacing billions in oil revenue and ICE vehicle sales, trucking, or energy storage. Businesses that spend consumers money to advertise their wares to us have bought the media. They own the media.

It's incomprehensible that some participants here still don't understand that. I'm not speaking to @KMCC at all, but to those who have bought into the media FUD that Elon is going to be forced into buying Twitter at full price. Yes, anything could happen in a court of law, but no, that's not the most likely result.

No question in my mind what's happening here. But I think Twitter will Motion to seal the records on the basis of protecting their data commercially. Isn't that a good enough reason? That could hamper Elon's efforts to expose % bots or real user count. (Not a lawyer, but watched Perry MasonRock - Flintstones).

As I tend to avoid "The Media", I not only save time but have a cleaner picture that makes more sense. (OK, maybe I dissect auto commercials if I see them on FFW.)

 

[henchman24]

Macro worries clearly aren't going away (and if it is to setup for a 10,800 Nasdaq test, it needs to be with 5ish% on CPI print). Another round of Covid shutdowns in China would be pretty harmful to the global economy and Tesla specifically.

 

[thx1139]

Have the impression TWIT proponents have made that claim, and Musk/proponents have denied it and pointed to terms of the agreement that make the deal contingent on access to the data which Musk and his attorney’s letter say he hasn’t been given.

So nothing in the publicly available legal declarations that says Elon waives all due diligence or if he doesnt do such and such by a certain date then due diligence is waived.

 

[Discoducky]

Here's to hoping that *IF* Germany goes to level 3, that Giga Berlin will get full energy needs met. July 21st, the pipeline is supposed to be turned back on...

Europe on high alert as Russia temporarily halts gas flows via major pipeline

Europe fears the suspension of deliveries could be extended beyond the 10-day timeline, derailing the region's winter supply preparations.

www.cnbc.com

"Analysts at political risk consultancy Eurasia Group said that if Putin orchestrated a total cutoff of gas supplies beyond the scheduled end of maintenance works on the Nord Stream 1 pipeline, Germany would likely be forced to move to level three of its three-stage emergency gas plan.

At this level, Germany’s regulator, Bundesnetzagentur, would need to decide how to distribute gas supplies nationwide."

 

[StarFoxisDown!]

Man I’m just loving this Twitter rally. Amazing rally. Best I’ve ever seen. Can’t even beat Apple

I’m confused….analysts after analyst said the moment Elon walked away, $100 would be added to the share price. Gee…..I wonder if wall st is just full of _____.

Dear god no one quote with an actual response on Twitter and it’s effects . We all know how this game is played. No one should be surprised at the stock action today. Wall st clearly still control of this stock. Can’t even beat its beta at this point.

It didn’t even take that much volume to drop the stock like a stone

 

[mongo]

"1,000kms in a breeze:" CATL unveils new Qilin EV battery with incredible specs

Tesla battery partner CATL unveils third-gen cell-to-pack battery technology which can deliver “1,000 km in a breeze."

thedriven.io

Seems impressive. i wish they had presented more standard specs.

If the 255 Wh / kg is a pack level energy density, that seems roughly in line with the 2025 target for 4680’s to have a 54% “range increase” compared to 2170’s.

Would love any more advanced technological take on this @mongo ?

Disclaimer: I'm no expert on this.
It seems to be a very dense packaging system, which is advantageous if you need a small platform and/or the most kWh. The 255Wh/kg figure is for non-LFP, that could interesting.

The linked article seems buzzword heavy and data light, with some potential issues.
Spider graph says 4C, text says 10 minute fast charge. 4C would be 15 minutes from 0 to 100%, if it could handle that rate the whole time. It apears to be prismatic cells sandwiched by thermal tubes which helps with heat generation, but doesn't impact the limits of lithium ion transport.

The 1000km range figure is meaningless without operating conditions/ vehicle size/ pack capacity. A 100D Model S has gone 1000km on a chargen albeit slowly.
13% more powerful than 4680? Chemistry, pack density, cell capacity? What are we talking here?

Overall, looks like a good design. Hopefully, it helps get more EVs out there.

 

[Frizer]

Any thoughts on TSLA implications of the bank issues in China?

 

[StealthP3D]

No question in my mind what's happening here. But I think Twitter will Motion to seal the records on the basis of protecting their data commercially. Isn't that a good enough reason? That could hamper Elon's efforts to expose % bots or real user count. (Not a lawyer, but watched Perry MasonRock - Flintstones).

As I tend to avoid "The Media", I not only save time but have a cleaner picture that makes more sense. (OK, maybe I dissect auto commercials if I see them on FFW.)

Twitter could request the detailed data be sealed and only available to Musk's team (and the Court) but it's not that simple because Twitter sells advertising based on the number of eyeballs. If it turns out they knew there were more bots than disclosed, it's fraud on a massive scale. And if it turns out that they should have known there were more bots than disclosed, it's gross negligence which opens Twitter to being sued by all advertisers who have been paying too much based on misrepresentation of the number of real human eyeballs. Either way it's a big problem for Twitter.

Bots don't buy your products, at least not yet. I trust that Elon has a pretty good idea what percent of Twitter activity is bots and he knows exactly what kind of data he needs to prove it in court (and that Twitter has that data). He is most likely in a very strong position and Twitter's performance to date (the company, not the stock) is proof that management is a bunch of clowns that are so far outgunned by Elon Musk it's not even a fair fight.

Of course, Twitter's lawyers just want a battle because they get paid by the hour. So, you can see that Twitter management is not likely to come out smelling like roses. They likely have a lot of incentive to strike a bargain with Musk whether they realize it at this stage of the game or not. They likely know this and are just making sure Musk feels some pain too before they make an offer to end it all. Both sides want a quick resolution butTwitter management can't offer Musk a better deal until they have felt the pain as well.

 

[SOULPEDL]

Macro worries clearly aren't going away (and if it is to setup for a 10,800 Nasdaq test, it needs to be with 5ish% on CPI print). Another round of Covid shutdowns in China would be pretty harmful to the global economy and Tesla specifically.

Meh...

• TSLA ER - Growth/Margins
• Multi-Factory Ramps
• Demand still growing
• 4680 Details, Teardown
• Stock Split(s)
• CyberTruck paint savings
• FSD Single Stack

 

[Knightshade]

What is the basis for people saying Elon waived all Due Diligence?

So nothing in the publicly available legal declarations that says Elon waives all due diligence or if he doesnt do such and such by a certain date then due diligence is waived.

This has already been explained before.

In M&A law, DD is what you do before you make your offer

You say "I want to buy your company, and I need this info to determine how much I think it's worth and then I may, depending on the info, make an offer"

Typically a bunch of NDAs then get signed, they answer your questions, and you decide if you want to still make an offer- and for how much.

That's what DD is- it happens before the offer, in order for you be able to confidently name the price you're willing to pay.


Elon skipped right to the offer.

He didn't "waive" DD- he just skipped it.

Due Diligence In Mergers And Acquisitions - Business Benefits Group

Learn about due diligence in the mergers and acquisitions process, what you can expect during the process, and why it is important to execute properly.

www.bbgbroker.com

During the due diligence process, research is conducted to ensure that all facts pan out before entering into a financial transaction or agreement with another party.

The only data the agreement requires Twitter to provide is that needed to close the purchase-- not data needed to decide if the offer was a good idea in the first place. That ship has sails when you make the offer.


And since markets are open now I'd strongly encourage any reples to move to:

Elon & Twitter

Sigh, I guess I have to explain this to Elon again. The monetizable daily active user number is generated by an algorithm designed to exclude bots. There are bots on the platform that are not counted as mDAUs. In fact Twitter has an API which allows bots. Also, do think bots tweet more or less...

teslamotorsclub.com

 

[Artful Dodger]

Lol, there's ur shortzes 'beta'... Wall St. is chocker-block full of religious zealots, when it comes to 'beta'.

 

[replicant]

Any thoughts on TSLA implications of the bank issues in China?

How systemic are the issues?

I believe only four regional banks are affected. Demonstrations by defrauded customers (as many as they may be) and the harsh put down don't prove that this is a nation-wide problem. Subscribe to read | Financial Times

 

[ABC2D]

Elon skipped right to the offer.

skipped based on publicly filed bot count by twitter, and if that information was wrong, it should be grounds for terminating the offer

 

[Prunesquallor]

Man I’m just loving this Twitter rally. Amazing rally. Best I’ve ever seen. Can’t even beat Apple

I’m confused….analysts after analyst said the moment Elon walked away, $100 would be added to the share price. Gee…..I wonder if wall st is just full of _____.

Dear god no one quote with an actual response on Twitter and it’s effects . We all know how this game is played. No one should be surprised at the stock action today. Wall st clearly still control of this stock. Can’t even beat its beta at this point.

It didn’t even take that much volume to drop the stock like a stone

 

[thx1139]

This has already been explained before.

In M&A law, DD is what you do before you make your offer

You say "I want to buy your company, and I need this info to determine how much I think it's worth and then I may, depending on the info, make an offer"

Typically a bunch of NDAs then get signed, they answer your questions, and you decide if you want to still make an offer- and for how much.

That's what DD is- it happens before the offer, in order for you be able to confidently name the price you're willing to pay.


Elon skipped right to the offer.

He didn't "waive" DD- he just skipped it.

Due Diligence In Mergers And Acquisitions - Business Benefits Group

Learn about due diligence in the mergers and acquisitions process, what you can expect during the process, and why it is important to execute properly.

www.bbgbroker.com

The only data the agreement requires Twitter to provide is that needed to close the purchase-- not data needed to decide if the offer was a good idea in the first place. That ship has sails when you make the offer.


And since markets are open now I'd strongly encourage any reples to move to:

Elon & Twitter

Sigh, I guess I have to explain this to Elon again. The monetizable daily active user number is generated by an algorithm designed to exclude bots. There are bots on the platform that are not counted as mDAUs. In fact Twitter has an API which allows bots. Also, do think bots tweet more or less...

teslamotorsclub.com

Funny when we sold our business we didnt disclose all the records until after an initial agreement was in place and signed. Then after all the verification we closed on the sale.

 

[bkp_duke]

This has already been explained before.

In M&A law, DD is what you do before you make your offer

You say "I want to buy your company, and I need this info to determine how much I think it's worth and then I may, depending on the info, make an offer"

Typically a bunch of NDAs then get signed, they answer your questions, and you decide if you want to still make an offer- and for how much.

That's what DD is- it happens before the offer, in order for you be able to confidently name the price you're willing to pay.


Elon skipped right to the offer.

He didn't "waive" DD- he just skipped it.

Due Diligence In Mergers And Acquisitions - Business Benefits Group

Learn about due diligence in the mergers and acquisitions process, what you can expect during the process, and why it is important to execute properly.

www.bbgbroker.com

The only data the agreement requires Twitter to provide is that needed to close the purchase-- not data needed to decide if the offer was a good idea in the first place. That ship has sails when you make the offer.


And since markets are open now I'd strongly encourage any reples to move to:

Elon & Twitter

Sigh, I guess I have to explain this to Elon again. The monetizable daily active user number is generated by an algorithm designed to exclude bots. There are bots on the platform that are not counted as mDAUs. In fact Twitter has an API which allows bots. Also, do think bots tweet more or less...

teslamotorsclub.com

You KEEP spouting that one link as "proof" that DD can ONLY be done beforehand. This is your own personal bias bleeding in here and you are clinging to it thinking it can never be wrong.

The American Academy of Attorney-CPAs disagrees with you:

Due Diligence Activities in Merger and Acquisition Transactions - AAA-CPA

Due Diligence Activities in Merger and Acquisition Transactions When is Due Diligence conducted? Due diligence in a merger and acquisition transaction may begin during the negotiation of a letter of intent/term sheet – typically this part of the due diligence process will be undertaken without...

www.attorney-cpa.com

"Finally, due diligence often continues after the date a definitive agreement is entered into and prior to closing. It is also typical for an acquisition agreement to have a right for the Acquirer to terminate the acquisition agreement if it becomes aware of information during the due diligence process which would impact its decision to complete the contemplated transaction – i.e., if it sours on the deal due to new negative information learned through due diligence."

I don't have any multi-billion dollar deals under my belt, but I have bought 12 companies over the past ~20 years or so and in EVERY situation DD continued after a contract was signed. In instances where there were "material differences" to what was disclosed, the sale price was adjusted.

Elon's lawyers say DD was NOT waived. TWTR lawyers say it was waived. There is no "gold standard" to apply here like you presume, so this will be determined by the Deleware court. Expect LOTS of fireworks.

Since we are all sharing our opinion here (and I'll state mine is OPINION - I don't present it as FACT like you do): I suspect Twitter has gotten caught with their pants down on the bots number and they have no way to defend it. This opens them up to lawsuits from every side (investors, advertisers, etc.). Their only option in that situation is a vigorous defense and to try to never disclose their method for counting bot accounts. Hell, if they lost and discovery was forced by a judge, I would not be surprised if they claim "technical error" and all the data was "lost".

We all know the stock market is a rigged game, why on earth does anyone here think Twitter is above board on their disclosures?

 

[elasalle]

Fri I closed Aug, Sept, Oct Calls when sum total was in the green. AH was thinking ..lost opportunity and should have waited till next week.

Bought some Nov 1K, 11 calls ... waiting for Q3 ....

+ near term might also be the CPI numbers in next few days