Every detail below comes from Twitter, Inc.'s Form DEFM14A, filed with the SEC (CIK 0001418091), plus fee disclosures reported from that filing. Full source on SEC EDGAR.
The short version
Twitter hired Goldman Sachs and J.P. Morgan, two fully independent teams, each building its own comparable companies set, precedent transaction screen, and DCF, to opine separately on Musk's $54.20/share offer. Goldman stood to earn roughly $80 million and J.P. Morgan roughly $53 million, mostly contingent on closing. Both banks reached the same conclusion, but the structure meant two entirely separate deal teams were mobilized in parallel.
What happened
On April 25, 2022, Twitter's board met with representatives of both Goldman Sachs and J.P. Morgan, who each walked through their own financial analyses of the $54.20-per-share cash offer before rendering separate oral fairness opinions, subsequently confirmed in writing the same day. Both opinions were built independently and summarized separately in Twitter's definitive merger proxy statement, filed with the SEC and available on EDGAR under Twitter's CIK. According to fee disclosures later reported from the filing, Goldman Sachs stood to earn roughly $80 million and J.P. Morgan roughly $53 million for their respective roles, with only a portion payable at signing and the balance contingent on the deal closing.
Why a company hires two banks
Having two independent advisors gives a board two separately-derived views of fairness rather than one, which matters both substantively (cross-checking assumptions) and procedurally (it strengthens the board's record that it exercised due care, a factor Delaware courts weigh in merger litigation). Each bank builds its own full analysis, its own comparable companies set, its own precedent transaction screen, its own DCF, and the two are not simply averaged, the board hears both independently and can probe where they diverge.
In Twitter's case, both banks' analyses ultimately supported the same conclusion at $54.20 per share, but the structure meant two entirely separate deal teams were mobilized, each running the full standard toolkit: trading comparables across social media and internet advertising peers, precedent take-private and strategic acquisition multiples in the sector, DCF analysis built on management's projections, with each bank disclosing its own discount rate range and terminal multiple assumptions, and an analysis of the offer premium against Twitter's unaffected share price before Musk's stake and bid became public.
How each team is staffed and what each level actually does
With two banks running parallel workstreams, the internal division of labor within each team becomes especially important for keeping the two analyses independent and defensible. Analysts on each side build and stress-test their bank's own model, pulling comparable company sets, updating trading multiples daily as markets moved through a volatile few months of litigation and negotiation, and producing draft valuation output for their VP and MD to review.
Associates manage the internal consistency of their bank's own numbers, reconciling DCF outputs against trading comps, flagging where assumptions look aggressive or conservative relative to the other bank's likely approach (even without direct coordination, deal teams often anticipate how a counterpart bank will frame its own analysis), and build the actual board presentation.
Vice Presidents coordinate their bank's work with the client's legal counsel and the special committee's process, and manage the practical logistics of two banks presenting on the same day without either team seeing the other's underlying model.
Managing Directors deliver the oral opinion in the boardroom and are ultimately accountable for their firm's institutional sign-off, a distinct legal and reputational commitment from simply presenting analysis. The MD relationship is also what determines fee structure: both banks' engagement letters, disclosed in the proxy, show fees weighted heavily toward deal closing rather than opinion delivery, which is standard practice and itself a disclosed potential conflict of interest under Item 1015 of Regulation M-A.
Why the record is worth reading
Twitter's "Background of the Merger" section documents, across dozens of board and special committee meetings between April and the September stockholder vote, how both banks' views evolved as the deal moved through litigation, a brief attempt by Musk to terminate the agreement, and eventual closing. It's one of the most heavily litigated, and therefore most thoroughly documented, dual-advisor fairness opinion processes in recent SEC filing history.
Every detail in this piece comes from Twitter, Inc.'s Form DEFM14A (CIK 0001418091), publicly available on SEC EDGAR, plus contemporaneous fee disclosures reported from the filing. This article is for informational purposes only and does not constitute investment, legal, or financial advice.
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