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Can Elon back out of his Twitter deal? May 14, 2022 [View Online]( | [Sign Up]( | [Shop]( [Morning Brew]( TOGETHER WITH [Verizon]( Good morning. It’s a busy day for commencement ceremonies, so this newsletter is dedicated to the Class of 2022. Feel free to doze through all the speakers—just follow these life lessons and you’ll be the next billionaire mogul: - You’re never too old to start a jigsaw puzzle. - Turtles do not make good pets because they live forever and truly stink. - Live every day like you’re about to get jury duty. We’re available for speaking engagements. —Jamie Wilde, Matty Merritt, Neal Freyman MARKETS Nasdaq 11,805.00 +3.82% S&P 4,023.89 +2.39% Dow 32,196.66 +1.47% 10-Year 2.820% +9.8 bps Bitcoin $30,037.89 +5.85% Coinbase $67.87 +16.02% *Stock data as of market close, cryptocurrency data as of 7:00pm ET. [Here's what these numbers mean.]( - Markets: The good news is that stocks [surged]( on the best day for the Nasdaq since November 2020. The bad news is the four turbulent days that came before that—the S&P is now wallowing in its longest weekly losing streak since 2011, and the Dow’s weekly losing streak is its longest since 2001. - Economy: Consumer sentiment in the US dropped to its [lowest level]( in more than 10 years last month, probably because going to the grocery store is less enjoyable when eggs cost $8. M&A [Elon Musk Eric Cartman: ‘I do what I want!’]( [Elon Musk celebrating after buying Twitter](Illustration: Dianna “Mick” McDougall, Photos: Getty Images It seems like at any moment Elon Musk could tell Twitter, “Screw you guys, I’m going home.” Minutes after the Brew arrived in inboxes yesterday, the billionaire [tweeted]( that his deal to acquire Twitter for $44 billion—which Twitter’s board of directors agreed to less than three weeks ago—was “temporarily on hold.” M&A isn’t Chase Travel: Musk can’t legally put Twitter on hold, no matter how much smooth jazz he plays while doing it. Here’s his justification for pressing pause, though: - “Spam/fake accounts” might make up 5% or more of Twitter’s user base, and he’s awaiting “supporting calculation” to prove that one way or the other. - The securities filing for the merger says that less than 5% of users are bots, and it contains a provision that Musk can walk away if that’s incorrect…but only if that bot problem has what’s known as a material adverse effect (MAE) on Twitter’s business. As Bloomberg’s Matt Levine [explains](, it’s highly unlikely that a court will determine that a surplus of bots posting “I made $10k on doodoo coin, so can you!” significantly impacts the social company’s bottom line. In fact, courts in Delaware (where Twitter and many other companies are incorporated) have only ever identified one MAE, in 2018. But should we take Musk’s tweet with a grain of salt? Maybe, considering a) yesterday was Friday the 13th b) Musk later said he was “still committed to acquisition” and c) Musk has a history of trolling Wall Street regulators like they’re Dexter and he’s Dee Dee. He may not be blowing up any labs, but yesterday’s tweet caused Twitter stock to temporarily fall over 25%, which might constitute securities fraud since it directly impacted the market cap of a company he’s planning to purchase. But avoiding pesky things like “the rules” is just par for the course for Musk throughout this Twitter ordeal. He’s already being investigated for failing to file the proper paperwork when he bought Twitter stock, and if he’s found guilty, the SEC and FTC could levy fines against the world’s richest human. So where does that leave us? With a billionaire who uses 280 characters to regularly break the law scot-free and scramble the mental states of all the employees whose futures will [be affected](by this deal. CEO Parag Agrawal tweeted yesterday that, “While I expect the deal to close, we need to be prepared for all scenarios and always do what’s right for Twitter.” Not the most inspiring TED Talk we’ve heard.—JW �  �  �  mailto:?subject=Check%20out%20this%20story%20from%20Morning%20Brew%21&body=Elon%20Musk%20%F0%9F%A4%9D%20Eric%20Cartman%3A%20%E2%80%98I%20do%20what%20I%20want%21%E2%80%99%3A%20https%3A%2F%2Fwww.morningbrew.com%2Fdaily%2Fstories%2Felon-musk-twitter-deal-hold%3Futm_campaign%3Dmb%26utm_medium%3Dnewsletter%26utm_source%3Dmorning_brew%0A%0AWant%20more%20great%20content%3F%20Subscribe%20to%20Daily%20Brew%20%E2%80%94%20Delivering%20the%20latest%20business%20news%20from%20Wall%20St.%20to%20Silicon%20Valley%20daily.%0Ahttps%3A%2F%2Fwww.morningbrew.com%2Fdaily%2Fr%2F%3Fkid%3D4904f90a%26utm_source%3Demail_share%0A TOGETHER WITH VERIZON [Our favorite season? 5prinG.]( [Verizon]( Springtime brings out plenty of green. Trees in full bloom, fresh-cut lawns, and—this just in—extra cash in your bank account, courtesy of Verizon. [Verizon is offering a new 5G device](, or up to $800 to put toward a new 5G phone, with a qualifying trade-in on select 5G Unlimited plans. So you can get more of the best and more for your dollar. Verizon’s [5G Unlimited plans]( offer stuff you can get real use out of: free access to some streaming services, 600G of Cloud storage, + other major savings. Ahh, 5prinG is here at last. [Pick up your new 5G device with Verizon today](. WORLD [Tour de headlines](#) [Tour de headlines]Grant Thomas, Photos: Jonathan Daniel, Jim McIsaac, Ronald Martinez/Getty Images Sports gambling milestone: Today is the fourth anniversary of a Supreme Court decision that paved the way for states to [legalize sports gambling](, and it’s hard to remember what watching sports was like before it. Americans have wagered $125 billion on sports in the 35 states (and DC) that have legalized sports betting since that ruling. 🛶 Peloton is going after your back muscles. The company unveiled its long-awaited [rowing machine]( yesterday as part of its efforts to rejuvenate growth. It also said it would reopen its New York and London studios this summer, if you’re keen on getting yelled at by Alex Toussaint in person. Shares jumped 16.5%, their biggest one-day gain in months. The Eurovision Song Contest final is today. And while it may not seem like a huge deal in the US, it attracts more than 180 million viewers from around the world. The Ukrainian rap and folk band Kalush Orchestra is favored to win, in which case the war-torn country would be tapped to host the competition next year (TBD on if that would actually happen). Here are [two]( [guides]( that walk you through the competition. GOVERNMENT [When you see California’s budget surplus]( [Rocket Power handshake](Rocket Power/Viacom International via Giphy Rich Californians are paying boatloads in taxes, and it’s helping the state build up a Redwood-sized piggy bank. Gov. Gavin Newsom announced yesterday that his state had a [budget surplus of $97.5 billion](, a record for California and, according to Newsom, anywhere else in the US…ever. “No other state in American history has ever experienced a surplus as large as this,” he said at a press conference in Sacramento. A chunk of that money has already been allotted to sectors like education, but $49.2 billion of it can be spent for literally any purpose. Some spending priorities include… - Relief for Californians suffering from the nation’s highest gas prices. Newsom has proposed sending residents $400 per vehicle. - Expanding abortion care. - A bonus payment to health care employees for their work during Covid. And what’s left over could be used to buy fans for the Chargers. Big picture: California’s historically groovy fiscal situation is being matched in states across the country, and at the federal level. Thanks to booming tax collections and lower spending, the US government posted a [$308 billion surplus]( in April, the most of any month on record.—NF �  �  �  mailto:?subject=Check%20out%20this%20story%20from%20Morning%20Brew%21&body=When%20you%20see%20California%E2%80%99s%20budget%20surplus%3A%20https%3A%2F%2Fwww.morningbrew.com%2Fdaily%2Fstories%2F2022%2F05%2F13%2Fcalifornia-posts-record-budget-surplus-of-nearly-usd100-billion%3Futm_campaign%3Dmb%26utm_medium%3Dnewsletter%26utm_source%3Dmorning_brew%0A%0AWant%20more%20great%20content%3F%20Subscribe%20to%20Daily%20Brew%20%E2%80%94%20Delivering%20the%20latest%20business%20news%20from%20Wall%20St.%20to%20Silicon%20Valley%20daily.%0Ahttps%3A%2F%2Fwww.morningbrew.com%2Fdaily%2Fr%2F%3Fkid%3D4904f90a%26utm_source%3Demail_share%0A TRAVEL [Wanna get away with wi-fi?]( [Airplane getting wifi from a satellite](Francis Scialabba The airline obsessed with boarding passengers gladiator-style is spending $2 billion to give the people what they want. Southwest [said]( Wednesday that it’s planning to make overhead bins bigger, serve Bloody Marys, and offer faster wi-fi. It’s part of a [broader trend]( of airlines investing in faster in-air wi-fi to win over travel-hungry customers, especially now that business travel has started to rebound. Take Hawaiian Airlines for example. It used to shun wi-fi services because of spotty coverage over the Pacific Ocean, but thanks to deployments of internet-beaming satellites, it’s coming around to the idea. A few weeks ago it announced a deal with SpaceX’s Starlink to start installing the service on some planes next year. - But the four biggest US airlines haven’t given Starlink the time of day. They have instead partnered with wi-fi provider Viasat, which Southwest will be working with to roll out better internet for passengers by the fall. Big picture, via Bloomberg: “With expanded satellite bandwidth, the airlines’ goal is to replicate the same internet experience in-flight that people have come to expect on the ground.”—MM �  �  �  mailto:?subject=Check%20out%20this%20story%20from%20Morning%20Brew%21&body=Wanna%20get%20away%20with%20wi-fi%3F%3A%20https%3A%2F%2Fwww.morningbrew.com%2Fdaily%2Fstories%2Fsouthwest-airlines-invest-in-flight-wifi%3Futm_campaign%3Dmb%26utm_medium%3Dnewsletter%26utm_source%3Dmorning_brew%0A%0AWant%20more%20great%20content%3F%20Subscribe%20to%20Daily%20Brew%20%E2%80%94%20Delivering%20the%20latest%20business%20news%20from%20Wall%20St.%20to%20Silicon%20Valley%20daily.%0Ahttps%3A%2F%2Fwww.morningbrew.com%2Fdaily%2Fr%2F%3Fkid%3D4904f90a%26utm_source%3Demail_share%0A GRAB BAG [Key performance indicators](#) [A gas pump in Texas]Brandon Bell/Getty Images Stat: What do Georgia, Kansas, and Oklahoma have in common? Great high school football programs and the [only three states]( where the average retail price of unleaded gasoline is below $4. Gas prices have climbed for 19 days straight to hit an average of $4.432 a gallon, per AAA. Quote: “We are concerned that the name which you are using is going to cause problems because as far as the general public is concerned a connection between your business and ours is likely to be inferred.” A couple who runs the Star Inn at Vogue, a pub in the Cornish countryside, received a [cease-and-desist order]( from Vogue magazine owner Condé Nast demanding that they change the name of the pub. The couple’s response? A “categorical no.” Read: DeafBlind communities may be creating a new language of touch. ([New Yorker]() Ask: Yesterday we asked you whether the S&P would close out the year higher or lower than its current level, and it seems like our audience is buying the dip. 67% said higher; 33% said lower. CARTOON [Saturday sketch]( [How to craft the perfect resume cartoon](Max Knoblauch �  �  �  mailto:?subject=Check%20out%20this%20story%20from%20Morning%20Brew%21&body=Saturday%20sketch%3A%20https%3A%2F%2Fwww.morningbrew.com%2Fdaily%2Fstories%2F2022%2F05%2F13%2Fhow-to-craft-the-perfect-resume%3Futm_campaign%3Dmb%26utm_medium%3Dnewsletter%26utm_source%3Dmorning_brew%0A%0AWant%20more%20great%20content%3F%20Subscribe%20to%20Daily%20Brew%20%E2%80%94%20Delivering%20the%20latest%20business%20news%20from%20Wall%20St.%20to%20Silicon%20Valley%20daily.%0Ahttps%3A%2F%2Fwww.morningbrew.com%2Fdaily%2Fr%2F%3Fkid%3D4904f90a%26utm_source%3Demail_share%0A BREW'S BETS Weekend conversation starters: - Best [NFL schedule reveal]( ever? - What’s a song that [never fails]( to put a lump in your throat? - [This question]( will make you see people differently. - Why are watches usually set to [10:10]( in advertisements? Weekend listens: New [Kendrick Lamar](, obviously, plus new [Florence + The Machine](, and an [Owl City remix]( of “All Star” by Smash Mouth High-tech Rx: Invest in NowRx, a tech-powered retail pharmacy using proprietary software & robotics to reinvent the industry. With over $32M in annualized revenue, don’t miss your chance to [own shares before investment closes in 4 days](!* You got this: Get the motivation, targeted training, and consistency you need to meet your fitness goals—plus maximum flexibility—with an expert fitness coach from Future. Save 50% on your first three months when you [sign up today](.* *This is sponsored advertising content. WHAT ELSE IS BREWING - [Brittney Griner’s]( pretrial detention in Russia has been extended by one month, her lawyer said. - [A leading baby formula manufacturer]( told Reuters that shortages and heightened demand will last through the year. President Biden said that he expects more formula on shelves “in a matter of weeks or less.” - [Apple]( is reportedly testing future iPhone models with the USB-C cable instead of the Lightning charging port. We Android users say “what took you so long”? - [Soil]( from the moon was used to grow plants for the first time. GAMES [Brew crossword]( [Brew Crossword promo image]( You won’t need much luck to solve today’s crossword. [Play it here](. [Check out the Brew outside your inbox](#) [Is the Dalai Lama a crypto influencer?]( | Street Value [Finding new potential in the travel industry]( | Business Casual [What are TV upfronts?]( | Brew Breakdown � � � � � Written by [Neal Freyman](, [Jamie Wilde](, and [Matty Merritt]( Was this email forwarded to you? Sign up [here](. WANT MORE BREW? 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