Elon Musk’s full supply letter to purchase OpenAI reveals 5 key particulars | TechCrunch

A consortium of traders led by Elon Musk’s x.AI supplied to purchase OpenAI for $97.4 billion final week. OpenAI CEO Sam Altman has dismissed the proposal, which might gum up OpenAI’s deliberate conversion from a non-profit, one thing Musk is trying to dam in a lawsuit. 

Altman’s attorneys argued in a Wednesday submitting that Musk can’t have it each methods: try to purchase OpenAI’s property and likewise attempt to cease it from altering its non-profit standing. Musk’s staff responded that it will withdraw the bid if OpenAI ceased its makes an attempt to transform itself from a non-profit.

In the meantime, as part of these filings, the total letter of intent from Musk’s staff to purchase OpenAI was made public.

Right here’s 5 key particulars we realized from that letter and different authorized filings to make clear this ongoing, and somewhat messy, dispute. 

Clear deadline set

The unsolicited supply from Musk’s group comes with a particular expiration date: Could 10, 2025. There are exceptions to the deadline if the deal is finalized beforehand, each side agree to finish discussions, or OpenAI formally rejects the supply in writing. 

Regardless of Altman’s public dismissals, together with a joking counteroffer to purchase X for a tenth of the worth, OpenAI’s board hasn’t formally rejected the supply but as boards are usually required to legally consider such provides, even from rivals. 

All-cash transaction

Musk’s consortium, which incorporates VCs like Joe Lonsdale’s 8VC and SpaceX investor Vy Capital, is providing precisely $97.375 billion to purchase out OpenAI, and says within the letter 100% of the acquisition worth “could be paid in money.”

That is notable since Musk hasn’t shied away from utilizing debt previously, borrowing $13 billion from banks to purchase Twitter (now X) in 2022. His internet price has elevated considerably since then, floating around $400 billion, in accordance with some estimates, because the election of his new ally Donald Trump. 

Nonetheless, the letter names seven traders, together with Musk’s AI firm X.AI in addition to unnamed “others,” which means Musk isn’t utilizing his private fortune to finance this.

Full entry to books and personnel

Previous to forking over all that money, the patrons wish to study OpenAI’s monetary and enterprise information, together with entry to OpenAI employees for interviews. Which means the whole lot from “property, amenities, gear, books, and information,” in accordance with the letter.

Whereas it is a regular a part of due diligence, particularly for a suggestion as large as $97.4 billion, this might additionally give Musk’s x.AI – an OpenAI competitor – entry to delicate inner info. And as soon as they’ve seen all of it, their diligence may additionally present them with a motive to withdraw their supply.

The supply may undermine Musk’s lawsuit

The $97.4 billion bid to amass OpenAI contradicts Musk’s authorized claims that the startup’s property can’t be “transferred away” for “personal once more,” OpenAI attorneys argued in a court filing within the lawsuit on Wednesday. 

OpenAI prompt the supply isn’t critical, however “an improper bid to undermine a competitor.” Nonetheless, Musk’s consortium says their supply is certainly “critical” and that its money would go to OpenAI’s non-profit to additional its mission.

Musk could withdraw if OpenAI stays a non-profit

Musk’s authorized staff says he’ll drop his bid to amass OpenAI if the board commits to preserving it as a non-profit, in accordance with a courtroom submitting on Wednesday.  

The submitting argues that Musk’s buyout supply is a real one, stating that the non-profit ought to obtain truthful market worth for its property primarily based on what an unbiased purchaser would pay. 

This appears to validate what some pundits have alleged: that the supply was supposed to drive up the worth Altman must pay to take the corporate personal.

In a statement, the lawyer representing OpenAI’s board stated Musk’s bid “doesn’t set a price for [OpenAI’s] non-profit” and that the non-profit is “not on the market.”