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Monday, May 16, 2022

Elon Musk registers three 'X Holdings' companies to support Twitter takeover bid

Elon Musk registers three 'X Holdings' companies to support Twitter takeover bid

Musk, who is exploring a possible tender offer for Twitter, has lined up approximately $46.5 billion in commitments to help finance a potential deal

Elon Musk has registered three companies in Delaware under the name "X Holdings" to support his bid to buy Twitter and take the social media giant private.


According to a filing with the Securities and Exchange Commission on Wednesday, X Holdings I would serve as the parent company overseeing a potential transaction, while X Holdings II would merge with Twitter and be used to purchase its outstanding common stock. A separate SEC filing adds that X Holdings III would be used to help fund the transaction.

Musk is exploring whether to commence a tender offer to acquire all outstanding shares of Twitter's common stock, citing the board's lack of response to his $54.20 per share offer.

Musk says he has received commitments of approximately $46.5 billion to help finance a potential deal, including roughly $21 billion in equity financing and around $25.5 billion in debt financing through Morgan Stanley Senior Funding and other firms, including Bank of America, Mizuho Bank, Barclays, MUFG, Société Générale and BNP Paribas.

Twitter told FOX Business Thursday it was in receipt of Musk's updated, nonbinding proposal, adding that it "is committed to conducting a careful, comprehensive and deliberate review to determine the course of action that it believes is in the best interest of the company and all Twitter stockholders."

Musk, who has a 9.2% stake in Twitter, has been a harsh critic of the platform and its chief executive, Parag Agrawal, and recently questioned whether the company rigorously adheres to free speech principles.

Though Musk was initially invited to join Twitter's board, he later declined the offer. As part of joining the board, Musk would've been unable to own more than 14.9% of Twitter's stock while serving on the board or for 90 days after. Musk's board term would have expired at Twitter’s 2024 annual meeting.

Tesla CEO Elon Musk during a tour of the plant of the future foundry of the Tesla Gigafactory Aug. 13, 2021, in Grünheide near Berlin, Germany. 


Following the announcement of Musk's $43 billion bid, Twitter adopted a limited duration shareholder rights plan, commonly referred to as a poison pill, to prevent him or any other entity or group from acquiring beneficial ownership of 15% or more of Twitter's outstanding common stock in a transaction not approved by the board. The plan will expire April 14, 2023.

It is unclear whether X Holdings could also be used to combine Musk's other companies, SpaceX, Tesla, Neuralink and The Boring Company.


In 2012, Musk expressed interest in creating a holding company that would own stock in both Tesla and SpaceX. In 2020, Tesla investor Dave Lee proposed forming a holding company called X, which Musk said was a "good idea." In addition, Musk owns the domain X.com, an online payment company which merged with PayPal.

Musk recently told TED's Chris Anderson that combining everything into one company would be "tricky."

"Telsa is a publicly-traded company, and the investor base of Tesla and SpaceX and certainly Boring Company and Neuralink are quite different," Musk explained. "It’s not that easy to sort of combine these things."

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