While shocked Mets fans woke up to their worst nightmare Monday morning, Wall Street firms financing Elon Musk’s Twitter purchase weren’t feeling much better when Musk agreed—again—to buy Twitter at its original price of $54.20 per share. This sent the banks providing debt financing scrambling to sell the leveraged debt, a much harder task in a market that is all but frozen for leveraged loans. Andrea Walne of Manhattan Venture Partners takes it a step further saying they are actively seeking an exit and added they aren’t alone.  

Musk doesn’t seem too concerned. Over frozen margaritas with the FT’s Roula Khalaf after driving her in the back seat of a Tesla with his 2.5 year old son X seated beside, Musk claimed, “I’m not doing Twitter for the money.” A statement that won’t ease the angst from those involved with financing the deal. He admitted his tweets cause him all sorts of problems, and promised he obeys “almost 99.9%” of the laws and regulations he is subject to. At this point just the merger agreement will do.

And speaking of frustration, Twitter’s employees caught in the middle are finding it difficult to follow the company’s mantra, #lovewhereyouwork. The months of uncertainty and erratic tweets from the potential owner has led to an exodus of Twitter employees. If Musk is unable to get the deal done by October 28, Delaware Chancery Court Chief Justice Judge Kathaleen McCormick, dubbed “the most honorable character in this whole saga,” by @WSJ headline writers, will be waiting and ready to provide some clarity. 

Elsewhere in the world of activism, there is a feeling of déjà vu at Kohl’s as Macellum Advisors once again sent a letter urging changes to the board. For Kohl’s, it seems bad things come in threes. The company is fending off three other activists, the activist demands at least three board members be replaced and this would be the third year in a row that activists have agitated for change. So far, Kohl’s has had some success as all 13 of the company's directors were elected last year and it opted against selling itself to focus on boosting sales.  

Have a greatweekend,

GPP Team

Insider: One of the Investors that Agreed to Back Elon Musk's Twitter Bid Says They Want Out of the Deal 

Darius Rafieyan and Kali Hays report that numerous investors who had initially committed to fund Musk’s purchase of Twitter are now balking at the prospect as the deadline approaches. Read More 

Financial Times: Twitter Employees ‘Battle-Weary’ as Elon Musk Deal Drags On 

Hannah Murphy and Dave Lee discuss how the ongoing Elon Musk vs. Twitter fight has left Twitter employees in an uncomfortable position that has many staffers considering whether to stay or go. Read More 

The Wall Street Journal: The Most Honorable Character in Twitter v. Elon Musk

Ben Cohen profiles Delaware Judge Kathaleen McCormick’s notable approach to the Twitter / Musk trial, including laying down the law on Musk efficiently and orderly. Read More

Wall Street Journal: Activist Investor Urges Kohl’s to Replace Board Members 

Activist investor Macellum Advisors GP LLC is threatening to ignite another proxy fight unless the retailer removes at least three directors, including the chairman. Read More 

Lazard: Quarterly Review of Shareholder Activism – Q3 2022 

Lazard published its Q3 review of shareholder activism highlighting key industry trends and data including increased focus on tech companies and M&A objectives within campaigns. Read More 

Bloomberg Deals: Activists Go Dark to Ease European Boardroom Struggles 

Across the pond, Bloomberg's Swetha Gopinath explores the potential causes of the ongoing "relatively hushed" European activist investor market. Read More 

Harvard Law School Forum on Corporate Governance: 2023 US Proxy and Annual Reporting Season 

Mayer Brown takes a look at the potential impact of pending items on the SEC's 2023 agenda such as pay versus performance rules, universal proxy cards, board diversity disclosures and more. Read More 

CFO Journal: More Companies Pause Deal-Making Amid Market Volatility, High Inflation 

Despite higher purchasing power and lower company valuations, uncertainty in the U.S economy is making executives pause deal-making plans, writes the Wall Street Journal’s Kristin Broughton. Read More 

Breakingviews: New Deals Put Equity Back into Private Equity 

Jonathan Guilford of Breakingviews explores how deal valuations are being impacted by debt financing and rising interest rates, with recent examples from Thoma Bravo and Vista Equity. Read More 

CLS Blue Sky Blog: Do Hostile Takeover Threats Matter?  

A group of legal professors share findings from their recent study revealing that pressures associated with hostile takeovers do not increase the cost of debt for credit rating agencies. Read More 

ESG NEWS

Financial Times: US Republicans Pull $1bn from BlackRock Over ESG Investing Concerns 

Republican governed states have withdrawn over $1bn from Blackrock’s portfolios over concerns around the company’s ‘green’ investing practices that will harm the fossil fuel industry. Read More 

CNBC: Activist ESG Investing — the Goldilocks of Responsible Investing 

Kenneth Squire reports on activist ESG investors, AESG, and how their tactics prioritize pragmatism for all stakeholders within investment practices. Read More 

Bloomberg’s Money Stuff: Anti-ESG Can Be Good Business 

Matt Levine discusses the newest trend in ESG investing, and how firms touting anti-ESG agendas are magnets for money. Read More  

FROM OUR DESK TO YOURS

GPP turned five! Gladstone has now been in business for five years thanks to our incredible clients, hardworking colleagues and many supporters in the deal community. We stepped out this week to celebrate the milestone at One Fifth, Chef @MarcForgione’s newly reopened spot that overlooks the iconic Washington Square Park in lower Manhattan. Delicious apps and wines bottled in 2017, our birth vintage, preceded a family style with Italian meal with an autumn-inspired twist. Smashed burrata with squash, shell pasta with fresh vegetables, steak with horseradish sauce & apple crostata alla moda with Amaro were some of the highlights that wowed us.

With Halloween right around the corner, the New-York Historical Society has opened “The Salem Witch Trials: Reckoning and Reclaiming” that makes available rare handwritten documents from the accused, petitions and other items that help tell the 300-year-old stories surrounding the Salem Witch Trials.

If witches are too spooky, we have something for you. The renovation at Lincoln Center’s David Geffen Hall is done ahead of schedule, with a price tag of $550 million. NYC’s symphony orchestra will welcome back classical music enthusiasts this Saturday in a program dubbed NY Phil Returns Home. Architectural Digest has the details on the many upgrades to this now state-of-the-art show space. 

PEOPLE MOVES

• Kathryn Dill will become the new editor for the WSJ’s “The Future of Everything” festival. Read More  

• Christina Rexrode will shift into a reporting role at The Wall Street Journal, covering retail investing across the U.S. Read More  

• Sesh Raghavan is joining Wells Fargo from Evercore as the new head of Power, Utilities and Renewables M&A. Read More  

• Lazard has tapped Jami Miscik, former deputy director of intelligence at the CIA, to head the newly created geopolitical risk unit of the investment bank. Read More

October 18, 2022: 13D Monitor Active-Passive Investor Summit

October 26, 2022: Axios BFD

October 26-27, 2022: FT’s Moral Money Summit 

November 8 – 9, 2022: Berkeley Forum on Corporate Governance 

November 8 – 9, 2022: Harvard Corporate Governance Roundtable