FCC, FTC and DOJ Asked to Block Elon Musk Acquisition of Twitter on Grounds it Poses a ‘Direct Threat to American Democracy and Free Speech’; Commission Rejects Request

SOURCE: Federal Communications Commission

READ THE DOCS: Elon Musk Offers to Buy Twitter for Just Over $41 Billion

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT No. 2 to

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2 to Schedule 13D)

Twitter Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

90184L102

(Cusip Number)

John Lutz
Heidi SteeleMcDermott Will & Emery LLP444 West Lake Street, Suite 4000Chicago, IL 60657(312) 984-3624

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 13, 2022

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 90184L102

1Name of Reporting Person:                              I.R.S. Identification Nos. of Above Person (entities only):  Elon R. Musk
2Check the Appropriate Box if a Member of a Group (See Instructions):(a)   ¨(b)   ¨ 
3SEC Use Only:  
4Source of Funds (See Instruction): OO
5Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): x  
6Citizenship or Place of Organization: USA 
Number of Shares7Sole Voting Power: 73,115,038
Beneficially
Owned by
Each
8Shared Voting Power: —
Reporting
Person With
9Sole Dispositive Power: 73,115,038
  10Shared Dispositive Power: —
11Aggregate Amount Beneficially Owned by Each Reporting Person: 73,115,038
12Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ 
13Percent of Class Represented by Amount in Row (11): 9.1%1
14Type of Reporting Person (See Instructions): IN
    

1 Based on 800,641,166 shares of Common Stock outstanding as of February 10, 2022 as reported in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2021.

SCHEDULE 13D

Explanatory Note: This statement on Schedule 13D amends the Schedule 13D of Elon Musk (the “Reporting Person”) that was filed with the Securities and Exchange Commission on April 5, 2022, as amended on April 11, 2022 (collectively, the “Schedule 13D”), with respect to the Common Stock of Twitter Inc. (the “Issuer’). This amendment to the Schedule 13D constitutes Amendment No. 2 to the Schedule 13D. Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.

Item 4.     Purpose of Transaction.

Item 4 of the Schedule 13D is amended and restated in its entirety to read as follows:

On April 13, 2022, the Reporting Person delivered a letter to the Issuer (the “Letter”) which contained a non-binding proposal (the “Proposal”) to acquire all of the outstanding Common Stock of the Issuer not owned by the Reporting Person for all cash consideration valuing the Common Stock at $54.20 per share (the “Proposed Transaction”). This represents a 54% premium over the closing price of the Common Stock on January 28, 2022, the trading day before the Reporting Person began investing in the Issuer, and a 38% premium over the closing price of the Common Stock on April 1, 2022, the trading day before the Reporting Person’s investment in the Issuer was publicly announced.

The Proposal is non-binding and, once structured and agreed upon, would be conditioned upon, among other things, the (i) receipt of any required governmental approvals; (ii) confirmatory legal, business, regulatory, accounting and tax due diligence; (iii) the negotiation and execution of definitive agreements providing for the Proposed Transaction; and (iv) completion of anticipated financing.

There can be no assurance that a definitive agreement with respect to the Proposal will be executed or, if executed, whether the transaction will be consummated. There is also no certainty as to whether, or when, the Issuer may respond to the Letter, or as to the time table for execution of any definitive agreement. The Reporting Person reserves the right to withdraw the Proposal or modify the terms at any time including with respect to the amount or form of consideration. The Reporting Person may, directly or indirectly, take such additional steps as he may deem appropriate to further the Proposal.

If the Proposed Transaction is completed, the Common Stock would become eligible for termination of its registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, and would be delisted from the New York Stock Exchange.

The foregoing description is qualified in its entirety by reference to the full text of the Letter, a copy of which is attached hereto as Exhibit B and is incorporated herein by reference.

The Reporting Person has engaged Morgan Stanley as its financial advisor.

Neither the Letter nor this Schedule 13D is meant to be, nor should be construed as, an offer to buy or the solicitation of an offer to sell any of the Issuer’s securities.

The Reporting Person intends to review his investment in the Issuer on a continuing basis. Depending on the factors discussed herein, the Reporting Person may, from time to time, acquire additional shares of Common Stock and/or retain and/or sell all or a portion of the shares of Issuer common stock held by the Reporting Person in the open market or in privately negotiated transactions, and/or may distribute the Common Stock held by the Reporting Person to other entities. Any actions the Reporting Person might undertake will be dependent upon the Reporting Person’s evaluation of numerous factors, including, among other things, the outcome of any discussions referenced in this Schedule 13D, the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Issuer’s business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, investor’s need for liquidity, and other future developments.

From time to time, the Reporting Person may engage in discussions with the Board and/or members of the Issuer’s management team concerning, including, without limitation, the Proposal, potential business combinations and strategic alternatives, the business, operations, capital structure, governance, management, strategy of the Issuer and other matters concerning the Issuer. The Reporting Person may express his views to the Board and/or members of the Issuer’s management team and/or the public through social media or other channels with respect to the Issuer’s business, products and service offerings.

Except as set forth above, the Reporting Person has no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person reserves the right to change his plans at any time, as he deems appropriate, and in light of his ongoing evaluation of numerous factors, including, among other things, the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Issuer’s business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, Reporting Person’s need for liquidity, and other future developments.

Item 7.     Material to be Filed as Exhibits.

Exhibit A:Letter Agreement, dated as of April 4, 2022, by and between Twitter, Inc. and the Reporting Person (incorporated  herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on April 5, 2022).
Exhibit B:Letter from the Reporting Person to the Issuer dated April 13, 2022.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 13, 2022

By:/s/ Elon Musk 
 Elon Musk 

Exhibit B

Bret Taylor

Chairman of the Board,

I invested in Twitter as I believe in its potential to be the platform for free speech around the globe, and I believe free speech is a societal imperative for a functioning democracy.  

However, since making my investment I now realize the company will neither thrive nor serve this societal imperative in its current form. Twitter needs to be transformed as a private company.

As a result, I am offering to buy 100% of Twitter for $54.20 per share in cash, a 54% premium over the day before I began investing in Twitter and a 38% premium over the day before my investment was publicly announced. My offer is my best and final offer and if it is not accepted, I would need to reconsider my position as a shareholder.

Twitter has extraordinary potential.  I will unlock it.

/s/ Elon Musk 

Elon Musk

Script

[SEND VIA TEXT]

As I indicated this weekend, I believe that the company should be private to go through the changes that need to be made.

After the past several days of thinking this over, I have decided I want to acquire the company and take it private.

I am going to send you an offer letter tonight, it will be public in the morning.

Are you available to chat?

[VOICE SCRIPT]

1.Best and Final:
a.I am not playing the back-and-forth game.
b.I have moved straight to the end.
c.It’s a high price and your shareholders will love it.
d.If the deal doesn’t work, given that I don’t have confidence in management nor do I believe I can drive the necessary change in the public market, I would need to reconsider my position as a shareholder.
i.This is not a threat, it’s simply not a good investment without the changes that need to be made.
ii.And those changes won’t happen without taking the company private.
2.My advisors and my team are available after you get the letter to answer any questions
a.There will be more detail in our public filings. After you receive the letter and review the public filings, your team can call my family office with any questions.

SOURCE: https://www.sec.gov/Archives/edgar/data/0001418091/000110465922045641/tm2212748d1_sc13da.htm

READ THE DOCS: Judiciary Republicans Launch Investigation into Twitter and Facebook Following New Revelations in Hunter Biden Laptop Scandal

https://republicans-judiciary.house.gov/wp-content/uploads/2022/03/2022-03-31-HJC-GOP-to-Facebook-re-Hunter-Biden-story.pdf
https://republicans-judiciary.house.gov/wp-content/uploads/2022/03/2022-03-31-HJC-GOP-to-Twitter-re-Hunter-Biden-story.pdf

UNSTOPPABLE: Trump Message Continues On Social Media Despite Ban, Says Report

WASHINGTON (Washington Examiner) — Despite a ban from most major platforms, former President Donald Trump‘s online statements are reportedly spreading far and wide on social media.

Many of Trump’s statements after his January social media ban have received as many, if not more, likes or shares online as they did before, according to an analysis published Monday by the New York Times.

Before his ban, due to his role in the Jan. 6 Capitol attack, Trump’s social media engagement generated a median of 272,000 likes and shares, primarily on Facebook and Twitter. After the ban, his median engagement dropped to 36,000 likes and shares, but 11 of his 89 statements in the past few months have been either just as popular or more popular than before the ban.

The top sharers of some of Trump’s statements after his social media ban include Breitbart News, a Facebook page called “President Donald Trump Fan Club,” Fox News, and Jenna Ellis, a member of Trump’s legal team who was roundly defeated in court in 2020 election fraud lawsuits.

Sometimes, when Trump criticized conservatives, his statements would get shared widely by those on both ends of the political spectrum and mainstream publications. Top sharers of his statements on the Left include popular Facebook page “Stand With Mueller” and CNN journalist Jim Acosta.

However, Trump’s claims of widespread election fraud were 17 times less popular after his social media ban because of efforts by Facebook and Twitter to curb political misinformation.

“As the Trump case shows, deplatforming doesn’t ‘solve’ disinformation, but it does disrupt harmful networks and blunt the influence of harmful individuals,” Emerson Brooking, a fellow at the Atlantic Council’s Digital Forensic Research Lab, told theTimes.

Trump’s statements that got the most traction on social media in the past few monthswere his posts on culture, like his boycott of baseball; his praise for certain conservatives, such as radio host Rush Limbaugh; and his criticism of President Joe Biden on political issues related to the border crisis and taxes.


The Washington Times’ Nihal Krisham contributed to the contents of this report.

CRUZ TO TWITTER’S JACK DORSEY: ‘Who the Hell Elected You?’

WASHINGTON — Senator Ted Cruz on Wednesday tore into Twitter CEO Jack Dorsey over what he claimed was an anti-Conservative bias on his company’s social media platform.

During an often heated hearing with big tech titans Facebook, Twitter and Google, Cruz, (R)- Calif., called Twitter “a dire threat to free speech in America.”

Grilling Dorsey over Twitter’s decision to block the posting and sharing of a recent New York Post report that made corruption allegations against Joe Biden, Cruz demanded to know what gave Dorsey the right to do so.

“Mr. Dorsey, who the hell elected you and put you in charge of what the media are allowed to report and what the American people are allowed to hear, and why do you persist in behaving as a Democratic super PAC silencing views to the contrary of your political beliefs?” Cruz asked.

In response, Dorsey stated, “We’re not.”

“You’re testifying to this committee right now that Twitter,” Cruz said, “when it silences people, when it censors people, when it blocks political speech, that has no impact on elections?”

“People have choice of other communication channels,” Dorsey responded.

“Not if they don’t hear information,” Cruz countered. “If you don’t think you have the power to influence elections, why do you block anything?”

“Your position is you can sit in Silicon Valley and demand of the media, that you can tell them what stories they can publish, you can tell the American people what reporting they can hear?” he said. “Is that right?”

“No,” Dorsey responded. “Every person, every account, every organization that signed up to Twitter, agrees to a terms of service.”

“So media outlets must genuflect and obey your dictates if they wish to be able to communicate with readers,” Cruz shot back.

“Not at all,” Dorsey said.

Later in the hearing, Sen. Ron Johnson, (R)-Wis., challenged Dorsey’s claim that Twitter does not attempt to influence elections with their policies and actions. He , too, challenged the company’s decision to censor the Post’s reporting, as well as Facebook’s decision to flag it.

“Do either one of you have any evidence that the New York Post story is part of Russian disinformation or that those emails aren’t authentic?” Johnson asked Dorsey and Zuckerberg.

“We don’t,” Dorsey said.

Throughout the hearing, executives for Facebook, Twitter and Google claimed they have no slant against conservatives and have never targeted conservative users or pages for their political beliefs.

‘FAKE NEWS!’: Trump Blasts Media Over Tax Record Leak

WASHINGTON — President Donald Trump on Monday tore into the mainstream media over it’s coverage of a leaked New York Times report regarding his tax returns.

In a series of tweets the president blasted the media, referring to it’s coverage as “fake news” and defended the tax credits he’s shown to have taken, saying he, like everyone else, is entitled to do so.

“The Fake News Media, just like Election time 2016, is bringing up my Taxes & all sorts of other nonsense with illegally obtained information & only bad intent. I paid many millions of dollars in taxes but was entitled, like everyone else, to depreciation & tax credits,” the president wrote.

“Also, if you look at the extraordinary assets owned by me, which the Fake News hasn’t, I am extremely under leveraged – I have very little debt compared to the value of assets,” he continued.

“Much of this information is already on file, but I have long said that I may release financial Statements, from the time I announced I was going to run for President, showing all properties, assets and debts,” he added. “It is a very IMPRESSIVE Statement, and also shows that I am the only President on record to give up my yearly $400,000 plus Presidential Salary!”

The New York Times report contained information on the president’s tax returns that spanned more than two decades.

FED UP POTUS TO SCOTUS: ‘Let Me Block Haters On Twitter’

WASHINGTON (AP)– President Donald Trump is asking the Supreme Court to allow him to block critics from his personal Twitter account.

The administration said in a high-court filing Thursday that Trump’s @realdonaldtrump account with more than 85 million followers is his personal property and blocking people from it is akin to elected officials who refuse to allow their opponents’ yard signs on their front lawns.

“President Trump’s ability to use the features of his personal Twitter account, including the blocking function, are independent of his presidential office,” acting Solicitor General Jeffrey Wall wrote in urging the justices to review the case.

The federal appeals court in New York ruled last year that Trump uses the account to make daily pronouncements and observations that are overwhelmingly official in nature. It held that Trump violated the First Amendment whenever he blocked a critic to silence a viewpoint.

A decision about whether even to hear the case is not likely before the November election.

The case grew out of a challenge brought by the Knight First Amendment Institute at Columbia University, which sued on behalf of seven individuals blocked by Trump after criticizing his policies.

Jameel Jaffer, the Knight Institute’s executive director, said the justices should decline to take up Trump’s appeal.

“This case stands for a principle that is fundamental to our democracy and basically synonymous with the First Amendment: government officials can’t exclude people from public forums simply because they disagree with their political views,” Jaffer said in a statement.

The administration argued in its appeal that the Supreme Court, not lower courts, “should decide where to draw the line between the President’s personal decisions and official conduct.”

The pace of the case was slowed by the coronavirus pandemic as well as Trump’s decision to ask the full 2nd U.S. Circuit Court of Appeals to review the ruling by a three-judge panel. The court refused to do so by a 7-2 vote in March. Two Trump appointees, Judges Michael H. Park and Richard J. Sullivan, were the only members of the court to side with the president.

The Supreme Court extended its deadline to file an appeal from 90 days to 150 days when it shut the building to the public and abandoned in-person meetings in favor of telephone conferences because of the virus outbreak.


Mark Sherman of The Associated Press contributed to the contents of this report.

NOVEMBER A NO GO? Trump Hints At Delaying Presidential Election

WASHINGTON — President Donald Trump on Thursday suggested the possibility of delaying November’s election based on concerns of voter fraud.

“Mail-In Voting is already proving to be a catastrophic disaster,” the president tweeted. “Even testing areas are way off. The Dems talk of foreign influence in voting, but they know that Mail-In Voting is an easy way for foreign countries to enter the race. Even beyond that, there’s no accurate count!”

“New York Mail-In voting is in a disastrous state of condition. Votes from many weeks ago are missing – a total mess. They have no idea what is going on. Rigged Election. I told you so,” Trump continued. “Same thing would happen, but on massive scale, with USA. Fake News refuses to report!”

The response to the president’s comments came quickly from both the left an the right, as both Democrats and Republicans balked at the idea.

“The fact that he is even suggesting it is a serious, chilling attack on the democratic process. All members of Congress – and the administration – should speak out,” New Mexico Senator Tom Udall said of Trump’s comments.

Even some of the president’s staunchest allies condemned the idea.

“Never in the history of the federal elections have we ever not held an election and we should go forward with our election,” House of Representatives Minority Leader Kevin McCarthy said. Senate Majority Leader Mitch McConnell, too, said the election should go forward on time as planned.

Grilled by reporters over whether or not the president had the authority to move the election date, Secretary of State Mike Pompeo said he would not “enter a legal judgement on the fly” but said the justice department would “make that legal determination”, adding “we want an election that everyone is confident in”.

Chris Stewart, a Republican congressman from Utah said while he did not agree with the idea of postponing the election, the president had a valid point when it comes to election tampering.

“Can you ensure the accuracy of mail-in voting?” Stewart said. “Now in some states you can. In my state in Utah, for example, we’ve been doing it for quite a while, but we’re a small state with a relatively small population. It’s harder to do on a national scale.”