Musk's Twitter acquisition clears U.S. antitrust review

Elon Musk's $44 billion acquisition of Twitter is a step closer to completion as the regulatory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 officially expired on Friday. 

The HSR requires companies to give advance notice of transactions above a certain threshold to the Federal Trade Commission and Department of Justice. The agencies have 30 days from the notification to pursue an initial investigation of the transaction to determine whether additional information is needed to assess its legality.  Neither agency requested additional information. 

While the expiration of the HSR waiting period has been satisfied, Twitter emphasized that the deal's completion is still subject to remaining customary closing conditions, including shareholder and remaining applicable regulatory approvals. 

The deal, which would take Twitter private at $54.20 per share, is expected to close in 2022. 


The latest development comes after Musk said the deal would be temporarily put on hold as he awaits calculations supporting the social media giant's internal estimate that spam and fake accounts make up less than 5% of the platform's users.  

Musk, who has vowed to crack down on Twitter's spam bots, has said he believes at least 20% of its users are spam or fake accounts and that he would be willing to renegotiate the deal for a lower price proportionate to the total percentage.

At Twitter's annual shareholder meeting, CEO Parag Agrawal said that the company was "working through" the transaction but declined to comment further due to "regulatory and other reasons." Agrawal has previously said that an external review to determine the percentage would be difficult given the "critical need to use both public and private information."

In the first quarter of 2022, Twitter's monetizable daily active user (mDAU) base grew 15.9% year-over-year to 229 million, including 39.6 million daily active users in the U.S. and 189.4 million international daily active users.


Musk initially planned to finance the Twitter deal with $21 billion in equity and $25.5 billion in loans.

Approximately $12.5 billion in margin loan financing was pledged against Musk's Tesla shares. The margin loan financing was later reduced from $12.5 billion to $6.25 billion, while his equity financing increased to $27.25 billion.

Musk has since pledged an additional $6.25 billion in equity, bringing the total portion to $33.5 billion and eliminating the margin loan financing. Musk is also in talks with Twitter co-founder and former CEO Jack Dorsey about additional financing.

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