Last week I blogged about the origins of the text of the Musk-Twitter merger agreement. As I mentioned in that post, I maintain a large corpus of thousands of recent merger agreements, and have run the text of the Musk-Twitter agreement against the merger agreements that corpus. The goal is to determine the (likely) sources of the precedents used in the deal, with the hope of perhaps better understanding the parties' intent in an agreement that contains some puzzling ambiguities.
As mentioned last time, overall (comparing the documents as a whole), the closest match was from the Stone Point Capital acquisition of CoreLogic, which was executed as of February 4, 2021. That agreement can be found here.
Since then, I examined the Twitter merger agreement on a more granular, paragraph-by-paragraph level. This has revealed that there were actually three or perhaps four precedent documents that made up substantial portions of the Twitter merger agreement, with other documents contributing a section here and there.
In addition to the CoreLogic transaction, the Twitter agreement appears to draw on the following agreements:
- Privet Fund acquisition of Hardinge, dated as of February 12, 2018
- SSW Partners acquisition of Veoneer, dated as of July 22, 2021
- Yageo acquisition of Kemet, dated as of November 11, 2019
As I mentioned last time, my dataset is extensive but it may not contain every merger agreement, so it's always possible that another closely related agreement was in fact the source text. However, various provisions of the Twitter document very strongly resemble provisions from these agreements, much more so than other agreements in most cases.
I plan to follow up with some posts redlining particularly interesting and/or relevant portions of the Twitter merger agreement against their (likely) source texts. If you have suggestions for paragraphs or sections of interest, please let me know!
I also compiled a list of links to some of the relevant deal documents in the Twitter v. Musk litigation.