The banks that agreed to finance Elon Musk's $44 billion acquisition of Twitter Inc have a financial incentive to help the world's richest person walk away but would face long legal odds, according to people close to the deal and corporate law experts.
Twitter has sued Musk to force him to complete the transaction, dismissing his claim that the San Francisco-based company misled him about the number of spam accounts on its social media platform as buyer's remorse in the wake of a plunge in technology stocks.
The Delaware Court of Chancery, where the dispute between the two sides is being litigated, has set a high bar for acquirers being allowed to abandon their deals, and most legal experts have said the arguments in the case favor Twitter.
Yet there is one scenario in which Musk would be allowed to abandon the acquisition by paying Twitter only a $1 billion break-up fee, according to the terms of their contract. His $13 billon bank financing for the deal would have to collapse.
Refusing to fund the deal would weigh on the banks' reputation in the market for mergers and acquisitions as reliable sources of debt. However, the banks would have at least two reasons to help Musk get out of the acquisition, three sources close to the deal said.
The banks stand to earn lucrative fees from Musk's business ventures such as electric car maker Tesla Inc and space rocket company Space, provided they continue to curry favor with him.
They also face the prospect of hundreds of millions of dollars in losses if Musk is forced to complete the deal, the sources said. This is because, as with every big acquisition, the banks would have to sell the debt to get it off their books.
They would struggle to attract investors given the downturn in pockets of the debt market since the deal was signed in April, and the fact that Musk would be seen as an unwilling buyer of the company, the sources said. The banks would then face the prospect of selling the debt at a loss.
It is unclear whether the banks that agreed to finance the acquisition - Morgan Stanley, Bank of America Corp, Barclays Plc, Mitsubishi UFJ Financial Group Inc, BNP Paribas SA, Mizuho Financial Group Inc and Societe Generale SA - will attempt to get out of the deal.
The banks are waiting for the outcome of the legal dispute between Musk and Twitter before making any decisions, according to the sources. The trial is scheduled to start in October.
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