Shareholders voted Friday to take former president Donald Trump’s media company public, a long-delayed move that will open the owner of Truth Social to stock-market investors and grant Trump a stake worth billions of dollars that he could use to pay down his legal debts.
Media
Trump Media merger approved, could mean billions for Trump – The Washington Post
Friday’s vote by investors in Digital World Acquisition authorized the special purpose acquisition company, or SPAC, to merge with Trump Media & Technology Group as part of a process that will avoid a more traditional public offering.
Trump will own about 60 percent of the company, which at Digital World’s current share price would be worth about $2.9 billion. But trading on the stock market also will open the company to more public scrutiny, and any drops in share prices will affect the value of his stake.
Digital World’s stock price plunged more than 13 percent Friday, to just under $37. Because Trump will own roughly 78 million shares in the post-merger company, the fall in price cut Trump’s paper take from the deal by around $457 million.
Trump’s allies and company executives will be granted bundles of shares in the new company that could be worth millions of dollars. Trump and other investors could earn tens of millions more shares through an “earnout” provision tied to the stock’s performance, Digital World said in a Securities and Exchange Commission filing.
Some critics have said Trump Media is a “meme stock” with a more than $5 billion valuation they say is out of sync with its financial outlook. Trump Media lost $49 million in the first nine months of last year and brought in $3.4 million in revenue, Digital World said in an SEC filing.
Digital World raised $300 million from investors that will carry over to Trump Media. But some of that money will go toward the SPAC’s more than $60 million in liabilities as well an $18 million settlement with the SEC, which Digital World agreed to last year after regulators charged it with misleading investors about its merger plans.
A lockup provision in the merger agreement will prevent Trump and other major investors from selling their shares for six months unless he is granted a waiver by the post-merger company’s board.
The provision could limit Trump’s ability to use the windfall to help pay off the hundreds of millions of dollars he owes in legal judgments. Trump does not have the cash to secure a bond that would delay enforcement of the $464 million judgment in a New York fraud case, his lawyers said. If he does not post a bond by Monday, the state’s attorney general could move to seize his bank accounts, real estate and other assets.
Any lockup change or waiver will be decided by the post-merger company’s board, which will be stocked with Trump allies, an SEC filing shows. The board’s nominees include Trump’s oldest son, Donald Trump Jr.; Trump’s former trade representative, Robert E. Lighthizer; Linda McMahon, who headed the Small Business Administration under Trump; and Kash Patel, who served on Trump’s National Security Council.
But lockups are standard provisions in corporate deals and very rarely overturned, according to three SPAC experts who spoke with The Washington Post. Big investors and investment bankers, they said, often insist on the provisions because they give investors confidence that major shareholders won’t look for an early exit and possibly drive down the price.
If Trump or other shareholders were given a lockup waiver, other investors might be concerned that they could “flood the market because they have so many shares” or look to be “cashing out to leave the company because they don’t think well of its prospects,” said Usha Rodrigues, a University of Georgia law professor who studies SPACs.
If the share price plunged after Trump received a lockup waiver, the move could also open the company to shareholder lawsuits arguing it had unfairly damaged their financial stake, said Michael Ohlrogge, a New York University associate law professor.
“Because of this big liability risk, I have a hard time imagining a company granting a lockup waiver,” Ohlrogge said. “It could easily have an extremely large, negative impact on the share price. At the same time, even if doing this made the price fall by 90 percent, the whole deal would still end up being extremely lucrative for” Trump.
The post-merger company will retain the Trump Media name and be led by Devin Nunes, the former Republican representative from California. The company could begin trading on the Nasdaq stock exchange as soon as Monday under the ticker symbol of Trump’s initials, DJT. That symbol was also used for Trump’s only other public company, Trump Hotels and Casino Resorts, which collapsed into a penny stock in less than a decade and filed for bankruptcy in 2004.
Truth Social has become Trump’s main online megaphone and a gathering place for Trump supporters. Though it launched as an alternative to Twitter, the platform retains a small fraction of its online audience. Trump’s Truth Social account has 6.7 million followers, compared to the 88 million he had on Twitter in 2021.
Trump said in a Truth Social post on Thursday before the vote, “TRUTH SOCIAL IS MY VOICE, AND THE REAL VOICE OF AMERICA!!! MAGA2024!!!”
Two former contestants from his reality show “The Apprentice” proposed the idea of a “free speech” media and internet business to Trump after he was kicked from Twitter and other social networks following the U.S. Capitol riots on Jan. 6, 2021.
The company’s merger proposal with Digital World has faced years of hurdles and delays since then due to investigations by the SEC and the Justice Department, which has probed insider-trading and money-laundering allegations involving Digital World investors.
Last summer, when the deal’s certainty was in doubt, Trump asked billionaire Elon Musk whether he wanted to buy Truth Social, two people with knowledge of the conversation told The Post. The proposal went nowhere, though the two men have communicated since.
More recently, the deal has been embroiled in a legal battle royale, with four lawsuits in three states involving Trump Media, Digital World, co-founders Andy Litinsky and Wes Moss, and Digital World’s former chief executive, Patrick Orlando.
Orlando — who was fired as chief last year but remains in control of Digital World’s biggest founding investor, Arc Global Investments II — had refused to vote in support of the merger before Friday’s vote, potentially imperiling the deal, attorneys for Trump Media and Digital World said in a lawsuit this week seeking to force his vote. Orlando spoke only briefly on the shareholder call Friday and did not offer further comment on how he voted.
Digital World’s more than 400,000 retail investors included supporters of Trump and speculators hoping to cash in on the deal’s attention. One investor, dressed in a pirate costume and calling himself “Captain DWAC,” live-streamed the shareholder vote on the video site Rumble and played sounds of applause when the successful vote was announced.
“Lots of hugs,” said the investor, Chad Nedohin, a worship leader in Canada. “This has been a long, long fight.”
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Sometimes, you just have to return to the classics.
That’s especially true as Halloween approaches. While you queue up your spooky movie marathon, here are 10 iconic horror movies from the past 70 years for inspiration, and what AP writers had to say about them when they were first released.
We resurrected excerpts from these reviews, edited for clarity, from the dead — did they stand the test of time?
“Rear Window” (1954)
“Rear Window” is a wonderful trick pulled off by Alfred Hitchcock. He breaks his hero’s leg, sets him up at an apartment window where he can observe, among other things, a murder across the court. The panorama of other people’s lives is laid out before you, as seen through the eyes of a Peeping Tom.
James Stewart, Grace Kelly, Thelma Ritter and others make it good fun.
— Bob Thomas
“Halloween” (1978)
At 19, Jamie Lee Curtis is starring in a creepy little thriller film called “Halloween.”
Until now, Jamie’s main achievement has been as a regular on the “Operation Petticoat” TV series. Jamie is much prouder of “Halloween,” though it is obviously an exploitation picture aimed at the thrill market.
The idea for “Halloween” sprang from independent producer-distributor Irwin Yablans, who wanted a terror-tale involving a babysitter. John Carpenter and Debra Hill fashioned a script about a madman who kills his sister, escapes from an asylum and returns to his hometown intending to murder his sister’s friends.
— Bob Thomas
“The Silence of the Lambs” (1991)
“The Silence of the Lambs” moves from one nail-biting sequence to another. Jonathan Demme spares the audience nothing, including closeups of skinned corpses. The squeamish had best stay home and watch “The Cosby Show.”
Ted Tally adapted the Thomas Harris novel with great skill, and Demme twists the suspense almost to the breaking point. The climactic confrontation between Clarice Starling and Buffalo Bill (Ted Levine) is carried a tad too far, though it is undeniably exciting with well-edited sequences.
Such a tale as “The Silence of the Lambs” requires accomplished actors to pull it off. Jodie Foster and Anthony Hopkins are highly qualified. She provides steely intelligence, with enough vulnerability to sustain the suspense. He delivers a classic portrayal of pure, brilliant evil.
— Bob Thomas
“Scream” (1996)
In this smart, witty homage to the genre, students at a suburban California high school are being killed in the same gruesome fashion as the victims in the slasher films they know by heart.
If it sounds like the script of every other horror movie to come and go at the local movie theater, it’s not.
By turns terrifying and funny, “Scream” — written by newcomer David Williamson — is as taut as a thriller, intelligent without being self-congratulatory, and generous in its references to Wes Craven’s competitors in gore.
— Ned Kilkelly
“The Blair Witch Project” (1999)
Imaginative, intense and stunning are a few words that come to mind with “The Blair Witch Project.”
“Blair Witch” is the supposed footage found after three student filmmakers disappear in the woods of western Maryland while shooting a documentary about a legendary witch.
The filmmakers want us to believe the footage is real, the story is real, that three young people died and we are witnessing the final days of their lives. It isn’t. It’s all fiction.
But Eduardo Sanchez and Dan Myrick, who co-wrote and co-directed the film, take us to the edge of belief, squirming in our seats the whole way. It’s an ambitious and well-executed concept.
— Christy Lemire
“Saw” (2004)
The fright flick “Saw” is consistent, if nothing else.
This serial-killer tale is inanely plotted, badly written, poorly acted, coarsely directed, hideously photographed and clumsily edited, all these ingredients leading to a yawner of a surprise ending. To top it off, the music’s bad, too.
You could forgive all (well, not all, or even, fractionally, much) of the movie’s flaws if there were any chills or scares to this sordid little horror affair.
But “Saw” director James Wan and screenwriter Leigh Whannell, who developed the story together, have come up with nothing more than an exercise in unpleasantry and ugliness.
— David Germain
Germain gave “Saw” one star out of four.
“Paranormal Activity” (2009)
The no-budget ghost story “Paranormal Activity” arrives 10 years after “The Blair Witch Project,” and the two horror movies share more than a clever construct and shaky, handheld camerawork.
The entire film takes place at the couple’s cookie-cutter dwelling, its layout and furnishings indistinguishable from just about any other readymade home constructed in the past 20 years. Its ordinariness makes the eerie, nocturnal activities all the more terrifying, as does the anonymity of the actors adequately playing the leads.
The thinness of the premise is laid bare toward the end, but not enough to erase the horror of those silent, nighttime images seen through Micah’s bedroom camera. “Paranormal Activity” owns a raw, primal potency, proving again that, to the mind, suggestion has as much power as a sledgehammer to the skull.
— Glenn Whipp
Whipp gave “Paranormal Activity” three stars out of four.
“The Conjuring” (2013)
As sympathetic, methodical ghostbusters Lorraine and Ed Warren, Vera Farmiga and Patrick Wilson make the old-fashioned haunted-house horror film “The Conjuring” something more than your average fright fest.
“The Conjuring,” which boasts incredulously of being their most fearsome, previously unknown case, is built very in the ’70s-style mold of “Amityville” and, if one is kind, “The Exorcist.” The film opens with a majestic, foreboding title card that announces its aspirations to such a lineage.
But as effectively crafted as “The Conjuring” is, it’s lacking the raw, haunting power of the models it falls shy of. “The Exorcist” is a high standard, though; “The Conjuring” is an unusually sturdy piece of haunted-house genre filmmaking.
— Jake Coyle
Coyle gave “The Conjuring” two and half stars out of four.
“Get Out” (2017)
Fifty years after Sidney Poitier upended the latent racial prejudices of his white date’s liberal family in “Guess Who’s Coming to Dinner,” writer-director Jordan Peele has crafted a similar confrontation with altogether more combustible results in “Get Out.”
In Peele’s directorial debut, the former “Key and Peele” star has — as he often did on that satirical sketch series — turned inside out even supposedly progressive assumptions about race. But Peele has largely left comedy behind in a more chilling portrait of the racism that lurks beneath smiling white faces and defensive, paper-thin protestations like, “But I voted for Obama!” and “Isn’t Tiger Woods amazing?”
It’s long been a lamentable joke that in horror films — never the most inclusive of genres — the Black dude is always the first to go. In this way, “Get Out” is radical and refreshing in its perspective.
— Jake Coyle
Coyle gave “Get Out” three stars out of four.
“Hereditary” (2018)
In Ari Aster’s intensely nightmarish feature-film debut “Hereditary,” when Annie (Toni Collette), an artist and mother of two teenagers, sneaks out to a grief-support group following the death of her mother, she lies to her husband Steve (Gabriel Byrne) that she’s “going to the movies.”
A night out with “Hereditary” is many things, but you won’t confuse it for an evening of healing and therapy. It’s more like the opposite.
Aster’s film, relentlessly unsettling and pitilessly gripping, has carried with it an ominous air of danger and dread: a movie so horrifying and good that you have to see it, even if you shouldn’t want to, even if you might never sleep peacefully again.
The hype is mostly justified.
— Jake Coyle
Coyle gave “Hereditary” three stars out of four.
Read the full review here. ___
Researcher Rhonda Shafner contributed from New York.
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