The Twitter Acquisition, from Offer to Close

The company now called X was bought in 2022. The stake, the price, the merger agreement, the termination notice, the Delaware suit, and the close are different documents. They do not all say the same thing about financing, and the suit did not end in a judgment after trial.

This page is the receipt. The platform as it operates now is X. The October 2026 advertising post is the esthetic standard. The Chancery docket, past the orders cited here, stays queue item 38. The lawsuits hub is the section.

The stake

On April 4, 2022, Elon R. Musk filed a Schedule 13G for Twitter Inc. The cover date of the event that required the filing is March 14, 2022. The form reports sole voting and sole dispositive power over 73,486,938 shares of common stock, 9.2 percent of the class. It is filed under Rule 13d-1(c).

Label: The 13G. A 13G is the passive form. The next filing is the one that says the position was no longer being reported that way.

On April 5, 2022, he filed a Schedule 13D, captioned as Amendment No. 1 to the 13G, with an event date of April 4, 2022. Item 4 says that on April 4 he and Twitter entered a letter agreement. Twitter would appoint him to the board as a Class II director, with a term expiring at the 2024 annual meeting, subject to onboarding. For so long as he served, and for 90 days after, he would not, alone or in a group, become the beneficial owner of more than 14.9 percent of the common stock, including economic exposure through derivatives. Item 5 says the shares were held by the Elon Musk Revocable Trust dated July 22, 2003, of which he is the sole trustee.

Twitter’s Form 8-K the same day reports that April 4 letter in the company’s words: appointment to the board, contingent on customary onboarding, including a background check.

Label: The 13D and the 8-K. An agreement to appoint him is not a statement that he took the seat.

The Schedule 13D amendment filed April 11, 2022 says that on April 9, 2022, he informed Twitter that he was not joining the board.

Label: His amendment. “Not joining” is that filing. It does not explain the decision.

The offer

A Schedule 13D/A filed April 14, 2022 (accepted that morning; event date April 13) attaches a letter dated April 13, 2022. Item 4 calls it a non-binding proposal to acquire all of the outstanding common stock he did not own, for cash valuing the stock at $54.20 a share. The filing says that price was a 54 percent premium over the close on January 28, 2022, the trading day before he began investing, and a 38 percent premium over the close on April 1, 2022, the trading day before the investment was publicly announced.

The letter, addressed to the chairman, Bret Taylor, says: “I am offering to buy 100% of Twitter for $54.20 per share in cash.” It says the offer is “my best and final offer” and that if it was not accepted he would need to reconsider his position as a shareholder. The filing says the proposal would be conditioned on governmental approvals, confirmatory due diligence, definitive agreements, and completion of anticipated financing. It says there was no assurance a definitive agreement would be signed.

Label: A non-binding proposal, in his filing. The $54.20 is the price in the letter. The letter does not print a dollar value for the whole company. The “about $44 billion” figure comes later, in the company’s announcement of a signed deal.

The rights plan

On April 15, 2022, Twitter’s board adopted a limited-duration shareholder rights plan. The 8-K filed April 18 says the board declared a dividend of one right per outstanding share, to holders of record on April 25, 2022. Each right entitled the holder to purchase one one-thousandth of a share of Series A participating preferred stock at an exercise price of $210.00. The rights would expire at the earliest of 5:00 p.m. New York time on April 14, 2023, or redemption or exchange.

The company’s press release the same day says the board adopted the plan after an unsolicited, non-binding proposal. It says the rights become exercisable if a person or group acquires 15 percent or more of the outstanding common stock in a transaction the board has not approved. It says that if the threshold is crossed, each right other than the acquirer’s entitles the holder to buy additional common stock having a market value of twice the exercise price.

Label: The rights plan, as adopted. It is the document reporters called a poison pill. On April 25 the board amended it so that signing and closing the merger agreement would not, by themselves, trigger it. That amendment is in the April 26 8-K below.

The April 25 agreement

Twitter’s Form 8-K filed April 26, 2022, event date April 25, reports an Agreement and Plan of Merger among Twitter, X Holdings I, Inc. (“Parent”), X Holdings II, Inc. (“Acquisition Sub”), and, for specified provisions, Elon R. Musk. Acquisition Sub would merge into Twitter. Twitter would survive as a wholly owned subsidiary of Parent. The 8-K says Parent is wholly owned by Mr. Musk.

At the effective time, each share of Twitter common stock, with the exceptions in the agreement, would be converted into the right to receive $54.20 in cash, without interest.

The board unanimously approved the agreement and resolved to recommend that stockholders adopt it. Closing conditions in the 8-K include stockholder approval, expiration or termination of the Hart-Scott-Rodino waiting period and specified foreign clearances, and the absence of a law or order making the merger illegal. The outside date is October 24, 2022, extended by six months if the antitrust and legal-prohibition conditions are the ones still open. Specified termination fees are $1.0 billion, payable by Twitter in some cases and by Parent in others. A limited guarantee from Mr. Musk covers the Parent termination fee, on the terms of that guarantee.

Financing, as that 8-K states the commitment letters dated April 25:

• An equity commitment from Mr. Musk of up to approximately $21 billion.
• Debt financing of approximately $13 billion.
• A margin loan of approximately $12.5 billion to X Holdings III, LLC, wholly owned by him, with the proceeds to be made available to Acquisition Sub.

The 8-K says the parties may specifically enforce the agreement, with a limit: Twitter may cause the equity financing to be funded only if the closing conditions are met and the debt and margin financing is funded or available.

The company’s press release, filed as an exhibit to the April 25 8-K, says the transaction is “valued at approximately $44 billion,” that stockholders will receive $54.20 in cash, and that the price is a 38 percent premium to the April 1 close. It says he had secured $25.5 billion of fully committed debt and margin-loan financing and was providing an approximately $21.0 billion equity commitment, and that there are no financing conditions to closing.

Label: The 8-K for the contract terms, and the press release for “approximately $44 billion” and the $25.5 billion combined debt-and-margin line. The $25.5 billion is the release’s sum of the $13 billion and the $12.5 billion. A commitment letter is not cash at closing. The May amendment below changes two of the three letters.

Co-investors, as of May 4

Amendment No. 6 to the Schedule 13D, filed May 5, 2022, event date May 4, says Parent received equity commitment letters from the investors in two tables, for an aggregate of approximately $7.139 billion in new commitments, subject to those letters.

Cash commitments in the first table:

The second table is shares, not a dollar line. HRH Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud is listed at 34,948,975 shares, to be contributed so that he would keep an equity investment instead of receiving merger consideration. The text says certain investors could satisfy a cash commitment with shares valued at $54.20, and it values the prince’s shares at $54.20 in that description. The $7.139 billion aggregate is the filing’s figure for both tables together. This page does not recompute it.

The same amendment says the margin-loan commitments were reduced from an initial $12.5 billion to $6.25 billion, and that his equity commitment letter was amended on May 4 to $27.25 billion. It says he was seeking further commitments, and that he was discussing with existing holders, including Jack Dorsey, the possibility of contributing shares. Label: Discussions, as the filing describes them. A discussion is not a commitment. These are May 4 commitment letters. The closing 8-K does not list who funded, or in what amount. This page does not convert the May letters into a closing cap table.

The July 8 notice, and the suit

Twitter’s Form 8-K filed July 11, 2022 says that on July 8, 2022, Twitter received a notice of purported termination of the merger agreement. The exhibit is Twitter’s press release, not the notice. The release says the board is committed to closing “on the price and terms agreed upon with Mr. Musk” and plans to pursue legal action to enforce the agreement. It says the board is confident it will prevail in the Delaware Court of Chancery.

Label: The 8-K and Twitter’s release. “Purported termination” is Twitter’s description of the notice. This desk did not retrieve Mr. Musk’s letter, so the grounds he stated are not summarized here.

On July 12, 2022, Twitter filed in the Delaware Court of Chancery. The 8-K filed July 13 says the complaint seeks specific performance ordering Mr. Musk, Parent, and Acquisition Sub to perform the merger agreement and consummate the closing. The exhibit list identifies the case as Twitter, Inc. v. Elon R. Musk et al., C.A. No. 2022-0613-KSJM.

Chancellor Kathaleen St. J. McCormick’s letter of October 5, 2022 says she was pressing on “toward our trial set to begin on October 17, 2022.” Her letter of October 6, 2022 says the defendants had agreed to close and had moved to stay. It says they stated that closing was expected on or around October 28, 2022. It stays the action until 5:00 p.m. on October 28, 2022. If the deal had not closed by then, the parties were to ask for November trial dates.

Label: Those two letters. The October 17 date is the trial the October 5 letter says was set. The October 6 order is a stay, not a judgment. The case did not end in a post-trial opinion. Queue item 38 stays open for the docket beyond these orders. This page does not write the discovery fight.

The vote, the close, and the delisting

Stockholders voted before the stay. Twitter’s Form 8-K reports a special meeting on September 13, 2022, at 10:00 a.m. Pacific. As of the July 22, 2022 record date, 765,246,152 shares were outstanding. Holders of 459,644,039 shares were present, about 60.1 percent, a quorum. The 8-K says holders of about 59.2 percent of the outstanding shares voted to adopt the agreement. The inspector’s count on adoption: 453,106,848 for, 4,149,957 against, 2,387,234 abstentions. The proposal was approved.

Label: The 8-K. Approval of the merger agreement is not the close.

The Form 8-K filed October 28, 2022, event date October 27, says that on October 27 Acquisition Sub merged into Twitter, Twitter survived, and Twitter became a wholly owned subsidiary of Parent. It says Parent is majority-owned and controlled by Mr. Musk. That is a different ownership sentence from the April 26 8-K, which said Parent was wholly owned by him. Each outstanding share, with the exceptions in the agreement, was converted into the right to receive $54.20 in cash.

The same 8-K says that on October 27 Twitter notified the New York Stock Exchange of the merger and requested that the NYSE delist the common stock on October 28, 2022. Trading was suspended before the opening on October 28. Twitter requested that the NYSE file a Form 25 to delist the shares and deregister them under Section 12(b). The 8-K says that after the Form 25 became effective, Twitter intended to file a Form 15. Label: A request, and a suspension. The 8-K does not attach a filed Form 25.

It also says that on October 27 Mr. Musk became the sole director. The directors who ceased to serve at the effective time, as the 8-K names them, were Bret Taylor, Parag Agrawal, Omid Kordestani, David Rosenblatt, Martha Lane Fox, Patrick Pichette, Egon Durban, Fei-Fei Li, and Mimi Alemayehou.

Label: The closing 8-K. October 27 is the merger. October 28 is the trading suspension the 8-K describes. The $54.20 at the close is the same cash price as the April 25 agreement. It is not a new price.

On the map

The operating company is X. The October 16, 2026 advertising post is the esthetic standard. Other Delaware litigation, including the pay-package case, is on the lawsuits hub. Item 38 stays the place for the rest of C.A. No. 2022-0613-KSJM.

Sources

Checked October 19, 2026.

Queue item 38 remains open for the rest of the Chancery docket. Mr. Musk’s July 8 letter was not retrieved, so its stated grounds are not on this page.