When former president Donald Trump’s Trump Media & Technology Group and its proposed merger partner, Digital World Acquisition, announced last month a shareholder vote on their long-delayed deal, it marked a final step for the owner of Truth Social to become a public company potentially worth billions of dollars — most of which is owned by Trump himself.
Media
Trump Media merger faces legal challenges as deal nears crucial vote
But in the lead-up to Friday’s vote, both companies have been rocked by legal warfare. Their leaders, past and present, have traded heated accusations of deception and impropriety across four lawsuits in three states. And the cases threaten to erode Trump’s grasp on a stake in the post-merger company potentially worth hundreds of millions of dollars — a possible financial lifeline, given that he owes more than $500 million in legal fines.
After Trump was booted from Twitter following the Jan. 6, 2021, insurrection, three men played pivotal roles in building and promoting Trump Media as an online challenger against the “cancel culture” of Big Tech: Andy Litinsky and Wes Moss, former “Apprentice” contestants who co-founded the company and launched Truth Social; and Patrick Orlando, who as chief executive of Digital World, a special purpose acquisition company, or SPAC, offered Trump’s company a path to investor cash.
But all three are now leading a rebellion of their own, confronting and potentially imperiling a trophy of Trump’s post-presidential ambitions. Their lawsuits call into question how Trump Media’s shares will be distributed, and a legal victory could chip away at Trump’s equity during a time when he is facing a cash crunch.
The litigation won’t stop Friday’s shareholder meeting, during which Digital World has said it will announce whether a majority of investors voted to approve the merger. But the hundreds of pages of legal filings in the four cases offer clues to answers for some long-running questions about the companies’ inner workings and expose details of the turmoil that has characterized efforts to create a pro-Trump internet empire.
In the most recent lawsuit, filed Tuesday in a New York state court, Digital World asked a judge to force Orlando to vote in support of the merger, saying he could tank the deal by not voting shares owned by a company he controls — Digital World’s biggest founding investor, Arc Global Investments II.
“The merger vote is now less than one week away … and yet, Arc refuses to lodge its vote,” Digital World attorneys said in the complaint. If Digital World “fails to effectuate a merger, it will be forced to dissolve. Urgent relief is required by March 22 to avert such harm.”
Usha Rodrigues, a University of Georgia law professor who studies SPACs, said the level of turmoil was unusual for a deal like this. A merger vote, she said, is “typically a nonevent” because investors just want it to get done.
“SPAC mergers typically do not go like this,” she said. But “this whole process has been idiosyncratic, as everything has been with this SPAC.”
Trump Media attorney Jesse Binnall said in a statement Thursday, “These allegations simply add to the heap of false claims, defamation, and fake news about Truth Social for which the Washington Post is already being sued.”
Representatives for Trump’s presidential campaign, Digital World, Arc, Orlando, Litinsky and Moss did not respond to requests for comment.
The merger vote will be widely watched by observers of Trump’s finances. If the deal is approved, Trump would own about 60 percent of the post-merger company, a stake that at Digital World’s current price would be worth more than $3 billion.
That money could eventually go toward Trump’s high-profile legal penalties. He failed to finance an appeal bond for more than $450 million to cover a judgment in the New York attorney general’s business fraud case against him, his attorneys said Monday, citing “insurmountable difficulties.”
A lockup provision in the Trump Media merger agreement, however, would block Trump and other major investors from selling their shares for six months after the merger’s closing date, which could be as soon as Friday — unless Trump gets a waiver from Digital World or the post-merger Trump Media’s leaders allowing him to sell sooner. Such lockup periods are standard provisions in corporate deals, designed to instill confidence in investors that the leaders won’t sell before enough time has passed to see how the company performs.
Digital World’s stock price dropped this week to a two-month low before rebounding to about $43 — about 15 percent below its peak last month, when the Securities and Exchange Commission allowed the merger deal to proceed.
After a merger vote, the combined companies would go by Trump Media and trade under a new stock ticker symbol, DJT — Trump’s initials. That symbol was also used for Trump’s only other public company, Trump Hotels and Casino Resorts, whose stock plunged from nearly $35 to around 17 cents in less than a decade before the company filed for bankruptcy in 2004.
Two of the lawsuits, filed last month in Delaware, center on Trump Media’s stock. In one case, Arc sued Digital World, its new chief executive, Eric Swider, and three members of its board, saying they intended to improperly deprive Orlando of millions of previously guaranteed shares.
In a separate case, Litinsky and Moss sued Trump Media, claiming in a recently unsealed complaint that the company had authorized the issuing of 1 billion new shares of company stock — a move they say would dramatically dilute their stake, from 8.6 percent down to less than 1 percent.
Attorneys for Litinsky and Moss’s partnership, United Atlantic Ventures, said Trump intended to “use his domination and control” of the company’s board to place some or all of the new shares “in his own hands and those of [people] beholden to him.”
UAV’s attorneys argued in a motion that the alleged attempt, which Trump Media has disputed, was driven by Trump’s need for cash. The merger “represents a potential (and perhaps existential) liquidity event for Trump, which may explain his last-minute stock grab,” the motion said.
In their lawsuit, the men reiterated a claim, first reported by The Washington Post in 2022, that Trump had pressured Litinsky to hand over some of his shares to Trump’s wife, Melania. After Litinsky resisted, the lawsuit says, Trump pushed both men out. Trump Media said in 2022 that The Post’s report was based on “concocted psychodramas.”
In both cases, the judges rejected the plaintiffs’ requests to postpone the merger vote until their cases were resolved. Vice Chancellor Sam Glasscock III, in the UAV case, and Vice Chancellor Lori W. Will, in the Arc case, said putting the disputed shares into an escrow account, so that the lawsuits’ victors could take them over once the cases are finished, should suffice.
But both judges have also indicated they would prefer to resolve the disputes within a few months, meaning that the cases could shift the ownership for hundreds of millions of dollars’ worth of stock before the lockup period ends.
Digital World has warned investors that Arc could play a show-stopping role in the merger deal. As Digital World’s sponsor, Arc owns about 15 percent of its outstanding stock, including a majority of a stock class known as “founder shares,” according to an SEC filing last month.
In the filing, Digital World said its relationship with Orlando had seen a “continued deterioration” and that, if Arc withheld votes supporting the merger, it could “lead to our liquidation.”
In a third lawsuit, filed in New York, Digital World sued to force Arc to vote in favor of the deal, saying Orlando could not hold the vote “hostage for his personal gain.” In a Monday email submitted as an exhibit in the case, Orlando wrote that Arc had been “repeatedly pressed” to vote before the meeting but that “Arc is not going to do that.”
In a fourth lawsuit, filed in Florida, Trump Media and Digital World returned fire at Arc and Orlando, saying the Miami financier had attempted a “blatant shakedown extortion effort” against the companies to maximize his personal stake.
An amended complaint Sunday, featuring the names of nine attorneys representing Trump Media and Digital World, alleged that Orlando and Arc’s “self-dealing, irrational and disturbing behavior” had “imposed massive costs” and caused “extensive reputational harm.”
They want to “extort more compensation in the merger by threatening to destroy it entirely — an existential threat to [Digital World] itself,” the complaint said.
The complaint blamed Orlando for the SEC investigation that Digital World agreed last year to pay $18 million to settle once the merger deal finalizes. It also alleged that the SEC sent Orlando a letter, known as a Wells notice, indicating that he could face charges for violating securities laws. (The SEC declined to comment.)
Orlando’s “reckless and irrational behavior,” the complaint said, had included withdrawing $15,000 in cash for unexplained expenses and leaking merger details to the press — an act that was exposed when Orlando “excused himself to take another phone call but forgot to mute the first call.”
The complaint also alleged that Orlando kept invoices and contracts in his personal email account, leading the company to omit multiple vendors from its financial reports. His mismanagement, it said, helped drive the company’s auditor to resign. (Trump Media sued The Post for $3.8 billion last year, saying the news organization had reported incorrectly on allegations concerning its financing. A federal judge in Florida dismissed the case this month but allowed Trump Media to amend its complaint if it believes it can state a viable claim.)
After Digital World’s board fired Orlando last March as its chief executive, Orlando discouraged people from investing in the company “based on his own personal grievances,” saying it was “his turn to make the life of the new CEO miserable,” the complaint said.
In recent months, Orlando has refused to resign from the Digital World board — a necessary step to allow for a new post-merger board — unless the company provides him shares and stock options, known as warrants, worth more than $222 million at the time of the lawsuit’s filing, according to the complaint.
Though Orlando was once a prominent Trump ally, even writing him a birthday letter in 2021 telling Trump he was “unaware of the extent of your brilliance,” the legal claims suggest the dispute has become deeply bitter and personal.
In the Florida case, a process server handed Orlando the summons papers one afternoon outside a private elementary school in the Miami neighborhood of Coconut Grove, a court filing shows. In a Delaware court hearing earlier this month, one of his attorneys said Orlando had been served when he was “getting off the bus from a field trip with his daughter, in front of her fifth grade class and their parents,” leaving the attorney “so taken aback,” according to a hearing transcript.
Even more facts could come out in the weeks ahead. Orlando posted a photo last month to Truth Social showing him wearing a Truth Social hat with the caption “TRUTH! John 8:32” — a Bible verse that reads, “Then you will know the truth, and the truth will set you free.
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What to stream this weekend: ‘Civil War,’ Snow Patrol, ‘How to Die Alone,’ ‘Tulsa King’ and ‘Uglies’
Hallmark launching a streaming service with two new original series, and Bill Skarsgård out for revenge in “Boy Kills World” are some of the new television, films, music and games headed to a device near you.
Also among the streaming offerings worth your time as selected by The Associated Press’ entertainment journalists: Alex Garland’s “Civil War” starring Kirsten Dunst, Natasha Rothwell’s heartfelt comedy for Hulu called “How to Die Alone” and Sylvester Stallone’s second season of “Tulsa King” debuts.
NEW MOVIES TO STREAM SEPT. 9-15
— Alex Garland’s “Civil War” is finally making its debut on MAX on Friday. The film stars Kirsten Dunst as a veteran photojournalist covering a violent war that’s divided America; She reluctantly allows an aspiring photographer, played by Cailee Spaeny, to tag along as she, an editor (Stephen McKinley Henderson) and a reporter (Wagner Moura) make the dangerous journey to Washington, D.C., to interview the president (Nick Offerman), a blustery, rising despot who has given himself a third term, taken to attacking his citizens and shut himself off from the press. In my review, I called it a bellowing and haunting experience; Smart and thought-provoking with great performances. It’s well worth a watch.
— Joey King stars in Netflix’s adaptation of Scott Westerfeld’s “Uglies,” about a future society in which everyone is required to have beautifying cosmetic surgery at age 16. Streaming on Friday, McG directed the film, in which King’s character inadvertently finds herself in the midst of an uprising against the status quo. “Outer Banks” star Chase Stokes plays King’s best friend.
— Bill Skarsgård is out for revenge against the woman (Famke Janssen) who killed his family in “Boy Kills World,” coming to Hulu on Friday. Moritz Mohr directed the ultra-violent film, of which Variety critic Owen Gleiberman wrote: “It’s a depraved vision, yet I got caught up in its kick-ass revenge-horror pizzazz, its disreputable commitment to what it was doing.”
NEW MUSIC TO STREAM SEPT. 9-15
— The year was 2006. Snow Patrol, the Northern Irish-Scottish alternative rock band, released an album, “Eyes Open,” producing the biggest hit of their career: “Chasing Cars.” A lot has happened in the time since — three, soon to be four quality full-length albums, to be exact. On Friday, the band will release “The Forest Is the Path,” their first new album in seven years. Anthemic pop-rock is the name of the game across songs of love and loss, like “All,”“The Beginning” and “This Is the Sound Of Your Voice.”
— For fans of raucous guitar music, Jordan Peele’s 2022 sci-fi thriller, “NOPE,” provided a surprising, if tiny, thrill. One of the leads, Emerald “Em” Haywood portrayed by Keke Palmer, rocks a Jesus Lizard shirt. (Also featured through the film: Rage Against the Machine, Wipers, Mr Bungle, Butthole Surfers and Earth band shirts.) The Austin noise rock band are a less than obvious pick, having been signed to the legendary Touch and Go Records and having stopped releasing new albums in 1998. That changes on Friday the 13th, when “Rack” arrives. And for those curious: The Jesus Lizard’s intensity never went away.
— AP Music Writer Maria Sherman
NEW SHOWS TO STREAM SEPT. 9-15
— Hallmark launched a streaming service called Hallmark+ on Tuesday with two new original series, the scripted drama “The Chicken Sisters” and unscripted series “Celebrations with Lacey Chabert.” If you’re a Hallmark holiday movies fan, you know Chabert. She’s starred in more than 30 of their films and many are holiday themed. Off camera, Chabert has a passion for throwing parties and entertaining. In “Celebrations,” deserving people are surprised with a bash in their honor — planned with Chabert’s help. “The Chicken Sisters” stars Schuyler Fisk, Wendie Malick and Lea Thompson in a show about employees at rival chicken restaurants in a small town. The eight-episode series is based on a novel of the same name.
— Natasha Rothwell of “Insecure” and “The White Lotus” fame created and stars in a new heartfelt comedy for Hulu called “How to Die Alone.” She plays Mel, a broke, go-along-to-get-along, single, airport employee who, after a near-death experience, makes the conscious decision to take risks and pursue her dreams. Rothwell has been working on the series for the past eight years and described it to The AP as “the most vulnerable piece of art I’ve ever put into the world.” Like Mel, Rothwell had to learn to bet on herself to make the show she wanted to make. “In the Venn diagram of me and Mel, there’s significant overlap,” said Rothwell. It premieres Friday on Hulu.
— Shailene Woodley, DeWanda Wise and Betty Gilpin star in a new drama for Starz called “Three Women,” about entrepreneur Sloane, homemaker Lina and student Maggie who are each stepping into their power and making life-changing decisions. They’re interviewed by a writer named Gia (Woodley.) The series is based on a 2019 best-selling book of the same name by Lisa Taddeo. “Three Women” premieres Friday on Starz.
— Sylvester Stallone’s second season of “Tulsa King” debuts Sunday on Paramount+. Stallone plays Dwight Manfredi, a mafia boss who was recently released from prison after serving 25 years. He’s sent to Tulsa to set up a new crime syndicate. The series is created by Taylor Sheridan of “Yellowstone” fame.
NEW VIDEO GAMES TO PLAY
— One thing about the title of Focus Entertainment’s Warhammer 40,000: Space Marine 2 — you know exactly what you’re in for. You are Demetrian Titus, a genetically enhanced brute sent into battle against the Tyranids, an insectoid species with an insatiable craving for human flesh. You have a rocket-powered suit of armor and an arsenal of ridiculous weapons like the “Chainsword,” the “Thunderhammer” and the “Melta Rifle,” so what could go wrong? Besides the squishy single-player mode, there are cooperative missions and six-vs.-six free-for-alls. You can suit up now on PlayStation 5, Xbox X/S or PC.
— Likewise, Wild Bastards isn’t exactly the kind of title that’s going to attract fans of, say, Animal Crossing. It’s another sci-fi shooter, but the protagonists are a gang of 13 varmints — aliens and androids included — who are on the run from the law. Each outlaw has a distinctive set of weapons and special powers: Sarge, for example, is a robot with horse genes, while Billy the Squid is … well, you get the idea. Australian studio Blue Manchu developed the 2019 cult hit Void Bastards, and this Wild-West-in-space spinoff has the same snarky humor and vibrant, neon-drenched cartoon look. Saddle up on PlayStation 5, Xbox X/S, Nintendo Switch or PC.
Media
Trump could cash out his DJT stock within weeks. Here’s what happens if he sells
Former President Donald Trump is on the brink of a significant financial decision that could have far-reaching implications for both his personal wealth and the future of his fledgling social media company, Trump Media & Technology Group (TMTG). As the lockup period on his shares in TMTG, which owns Truth Social, nears its end, Trump could soon be free to sell his substantial stake in the company. However, the potential payday, which makes up a large portion of his net worth, comes with considerable risks for Trump and his supporters.
Trump’s stake in TMTG comprises nearly 59% of the company, amounting to 114,750,000 shares. As of now, this holding is valued at approximately $2.6 billion. These shares are currently under a lockup agreement, a common feature of initial public offerings (IPOs), designed to prevent company insiders from immediately selling their shares and potentially destabilizing the stock. The lockup, which began after TMTG’s merger with a special purpose acquisition company (SPAC), is set to expire on September 25, though it could end earlier if certain conditions are met.
Should Trump decide to sell his shares after the lockup expires, the market could respond in unpredictable ways. The sale of a substantial number of shares by a major stakeholder like Trump could flood the market, potentially driving down the stock price. Daniel Bradley, a finance professor at the University of South Florida, suggests that the market might react negatively to such a large sale, particularly if there aren’t enough buyers to absorb the supply. This could lead to a sharp decline in the stock’s value, impacting both Trump’s personal wealth and the company’s market standing.
Moreover, Trump’s involvement in Truth Social has been a key driver of investor interest. The platform, marketed as a free speech alternative to mainstream social media, has attracted a loyal user base largely due to Trump’s presence. If Trump were to sell his stake, it might signal a lack of confidence in the company, potentially shaking investor confidence and further depressing the stock price.
Trump’s decision is also influenced by his ongoing legal battles, which have already cost him over $100 million in legal fees. Selling his shares could provide a significant financial boost, helping him cover these mounting expenses. However, this move could also have political ramifications, especially as he continues his bid for the Republican nomination in the 2024 presidential race.
Trump Media’s success is closely tied to Trump’s political fortunes. The company’s stock has shown volatility in response to developments in the presidential race, with Trump’s chances of winning having a direct impact on the stock’s value. If Trump sells his stake, it could be interpreted as a lack of confidence in his own political future, potentially undermining both his campaign and the company’s prospects.
Truth Social, the flagship product of TMTG, has faced challenges in generating traffic and advertising revenue, especially compared to established social media giants like X (formerly Twitter) and Facebook. Despite this, the company’s valuation has remained high, fueled by investor speculation on Trump’s political future. If Trump remains in the race and manages to secure the presidency, the value of his shares could increase. Conversely, any missteps on the campaign trail could have the opposite effect, further destabilizing the stock.
As the lockup period comes to an end, Trump faces a critical decision that could shape the future of both his personal finances and Truth Social. Whether he chooses to hold onto his shares or cash out, the outcome will likely have significant consequences for the company, its investors, and Trump’s political aspirations.
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