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by hliyan 9 days ago
I've been told the following (obviously negative) narrative. Can someone verify/refute some of these? I've put (?) next to questionable claims.

1. Twitter is purchased with debt

2. Debt is transferred to xAI via acquisition of X/Twitter

3. Debt is further transferred to SpaceX via acquisition of xAI

4. SpaceX IPO offered at extreme valuation

5. Index fund inclusion rules waived for SpaceX IPO: profitability requirement, inclusion period cut from 90 to 5 days

6. Index funds are largely held by passive investors such as pension funds.

7. Index fund managers are not incentivized to exclude a SpaceX from their indexes. (?)

8. Holders of original X/Twitter debt (banks) incentivized to support the rule waiver since post IPO, SpaceX will have liquidity to service/pay the debt.

9. Passive investors are unable to rapidly respond to these types of changes because liquidating portfolios will incur capital gains taxes. (?)

10. SpaceX is in Texas jurisdiction, where shareholder lawsuits are not possible and must instead go for arbitration. (?)

8 comments

> 7. Index fund managers are not incentivized to exclude a SpaceX from their indexes. (?)

Correction: index funds don't have a choice. They must follow the index, and so must buy the stock.

side effect: they'll have to sell other stocks, pushing their prices and weighting in market cap weighted indexes down.

> Passive investors are unable to rapidly respond to these types of changes because liquidating portfolios will incur capital gains taxes. (?)

For some active investors, yes. For passive investors (say you through your employer's pension fund), the tax isn't the problem. It's that the market has such a short time to adjust the price of these companies before indexes are forced to include them--and so might buy them at wildly inflated prices. Then, not too long after, the early investors can sell at still-high prices as soon as their lockup periods end. It's a massive transfer of wealth from pension funds and index investors to the early investors in those companies.

> Correction: index funds don't have a choice. They must follow the index, and so must buy the stock.

Maybe, most indexes do not have to follow the index. they just need to match the returns. An index fund manager has choice of what stocks to buy. However an index fund doesn't have enough managers to make many choices and so they normally buy just what is in the index. However all index fund managers know they are large enough that if they change their holdings "instantly" when the index it self changes the market will collapse and so the fund will under perform. Thus index fund managers are always trying to figure out what the index will do so they can start buying/selling stocks in smaller amounts before the change happens.

How each fund handles this is up to the managers. (and "total market" funds have less ability and need to do this)

The whole point of index funds is that you don't have to pay management fees to managers. It's very expensive to hire a team of people to analyze the entire stock market in detail and chose the best 500 companies, and historically people who did that on average didn't beat the S&P500.

Just look up the performance of Mutual Funds vs S&P500.

That is the point, and index funds pay many less managers. However they all have a few managers to handle the various paperwork needed and those managers do make some decisions. They have much less influence vs a traditional funds, but it is slightly above zero.
I think the point is that they don't have the influence to intentionally deviate from the index because they think they know better. If your mandate is to be passive, then you need an index to follow. If you are that sure the S&P 500 index is wrong for some reason, or whatever other index you follow, then you need to invent a new index. Then, you can follow the new index.
At least my index funds do that. They don't get to constantly trade like non-index funds do, and they typically stick with the index, but every index fund I own has a line about "we select stocks that we think will match the index", which is different from buying the stocks from the index.

Again, the vast majority of the time they are matching the index stocks. However they have the right.

And their tax efficiency over mutual funds when outside tax advantaged accounts.
The problem is, if you deviate too far from the index, your head is on the chopping block. There is no incentive to outperform the index, and every incentive to not meaningfully underperform it. Anyone bought into an index fund expects exact index performance (whether or not the prospectus technically allows for deviation).

So any manager who values his pay check will say "the index may go up, may go down. The investor's paper wealth may increase or decrease. That's not my problem! And in a market like this, I risk underperforming if I don't own this asset. So of course I'm going to buy it!"

> Maybe, most indexes do not have to follow the index. they just need to match the returns.

This is a great technical point, and in a scenario where a constituent has a lot of obvious correlations it might be relevant, but when you've got something that is effectively a meme stock with erratic leadership and a huge range in possible outcomes from bankrupt to most valuable company ever in the universe [claude tells me I should say 'idiosyncratic returns' instead of this rant], I don't see how you promise to match the performance of an index where it's a significant component except by buying it.

They'll buy it, but they'll build a position gradually over months to approximately match the index. It won't be huge block buys on the IPO day.
but any upside to second guessing the index gets allocated to the management, right? just like any downside, so its kind of immaterial for the end users, they're effectively bought into to SpaceX anyways
They are judged by how close to the index their returns are. If there a significant deviation either way they are judged harshly. Each fund is different, but they typical thing they will do is buy a competitor of some company in the index once in a while.

Typically managers pay is such that they don't get awards for guessing correctly, so they won't get any upside from a correct second guess, and they will see downsides from incorrect guesses.

Also unlike traditional funds, there are not enough managers to follow every company, so they can't pick stocks that will win just because they don't have enough to time research the stock. When they pick a stock they are just looking at the high level will this company perform like the other peers in the industry long term.

So are they incentivized to allow an obvious grift and let the index have middling returns so they can skim the difference?
But surely the managers of those pension funds can see this happening, and will not likely take on the risk of shares that are that young, no? The index funds hands are tied, i agree, but passive retirement funds are largely managed by people who are motivated for them to succeed. If this were not the case, then pension funds could have been looted long ago...
Pension funds that are actively tweaking the mix of stocks they hold likely might decide to play it safe.

On the other hand, do you want to be the one who says, "As a rule we follow the index, but this time we decided to break our own rule, and as a result we lost X% of returns"?

Better wrong with everybody else than wrong on my own.

The reason pension funds include index funds in their mix of investments is because those funds have two features that are exactly what pension funds are aiming for: (1) broad diversification, and (2) conservative inclusion rules that avoid undue exposure to highly volatile firms.

Changing one of those features undermines the reasons for including the index. Doing it specifically for the purpose of including a firm where large pension funds have also been extraordinarily critical of the governance structure as a particular source of risk [0] even moreso.

[0] https://www.reuters.com/legal/government/new-york-california...

I was looking at it from a more institutionalized perspective I guess. At least in my field, I know how this works because I see it play out. People are conservative and sometimes would rather be wrong with the herd as long as it means they're not risking being wrong on their own.

Having said that I guess you have a valid point. Once major institutional investors decide an index has basically gone corrupted, then they won't actually buy the index fund anymore. They will just buy all the stocks in the index, and underweight the parts they think are tainted. That's what I would do, anyways.

Mmmm legalized theft: the new Tech Industry!
>Correction: index funds don't have a choice. They must follow the index, and so must buy the stock.

Right, if they've advertised as an S&P 500 index fund, they have to robotically follow the S&P 500, stupid inclusions and all. Changing that strategy would require ... a lengthy process involving input from shareholders.

However, someone can still start e.g. a "classic S&P 500" fund that follows the old rules for inclusion, and I suspect we'll see that in response to these recent decision.

It's not the advertising that matters, it's the prospectus. Read the prospectus for any index fund and you'll find that out gives the fund managers a lot of leeway.
Sure, I was simplifying a bit with the technicals. But you're sure their leeway is enough that they can say "nah, we don't like what the index is doing now, we'll do our own deviations from it?" That seems implausible but I don't know enough about mutual fund/ETF regulations to say for sure.
Yes, I'm sure. You can just read the prospectus itself. Here's one of the biggest ones.

https://investor.vanguard.com/investment-products/mutual-fun...

I'm aware I can read the prospectus. And, to the extent that I found the relevant portion of the prospectus (that you could have done yourself and posted) here's what I see:

>The Fund employs an indexing investment approach designed to track the performance of the S&P 500 Index (the “Target Index”), a widely recognized benchmark of U.S. stock market performance that is dominated by the stocks of large U.S. companies. Under normal circumstances, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in the stocks that make up the Target Index. The Fund attempts to replicate the Target Index by investing all, or substantially all, of its assets in the stocks that make up the Target Index, holding each stock in approximately the same proportion as its weighting in the Target Index.

That doesn't sound like a lot of leeway to arbitrarily ignore major new additions that make up a few percent of the index. They'd have to say "no, we're not holding each stock anymore".

It would be more informative to see SEC or court rulings on a mutual fund that tried something like this.

Or, we could just go the way HN normally works, and settle it by who can write the most confidently.

I'd be in line to buy today!
I’m an index investor. I still need to sell to see the gains. So that’s a tax penalty. What am I missing?
A large fraction of index funds are held in tax advantaged retirement accounts such as Roth 401(k).
The twitter debt is a negligible portion of the money at stake here. It’s a footnote compared to the trillions of dollars in wealth that are moving around. We are only talking about it because the internet commentariat has special interest in twitter. Not worth wasting time thinking about it if you are deciding how to allocate your portfolio.

Nevertheless it is part of a pattern of weird deals in Elon’s companies. He’ll do anything to move the goalposts and turn his failures into successes. There is no norm he won’t violate, no boundary he won’t cross.

Sure, I don't like him either but it shouldn't be about him. It should be about the institutions we trusted to keep our index funds safe. Or was this always based on "vibes"? Was VOO never safe? Was it always possible for the people in charge of the stock market to simply include some money pit into our retirement funds? I feel like the people responsible for these decisions must fear life in prison or this will keep happening.
These are indices created by private entities. They are free to change their rules are they not? Maybe this is the wake up call to the risks of concentrated passive investment vehicles the public needed.
If you think it's a wakeup call about passive investment I think you're asking the wrong question. The vast majority of people do not want to become experts in the financials of 800 different companies in order to maximize their account return on investment over the next 20 years. It's a part time job to do that. Some people do that successfully but most people recognize that they won't. Passive investment was supposed to be a tool for those people. If you ignore all of that, then sure they can just change the rules whenever they like. But that totally ignores the reason a lot of these rules exist in the first place. In my book we're about to get a taste of why we don't want private enterprise responsible for this stuff in the first place.
Exactly all this. The whole idea of passing investing is "hardly any of us know better than the market as a whole." If you don't agree with that, then you don't agree with passive investing. Which, whatever. Live your life.

But the story is not about all indices being wrong, the story is about index management being corrupted. Like bond ratings on mortgages in the run-up to 2008.

> Passive investment was supposed to be a tool for those people.

And it was, for a while. Then financial vultures realized there's huge pots of money tied up for 40+ years in funds that the person doesn't directly manage or have a say in. And if the investments are in indices then the index gets to vote on company matters across the economy on your behalf. What could go wrong?

If you dont like it, you need to choose something else. I dont know how people can keep throwing money at the thing they dont like and then complain it isnt doing what they want.

"Im too busy to spend 30 minutes to move my retirement somewhere I trust" just doesnt cut it.

I'm happy for you that you're always the perfectly informed player in every transaction you ever make having the most up to date information, ensuring that you're getting the best deal possible at any given second, groceries and all.

Sadly, some poor slobs are too lazy to be as informed as you.

I'm not arguing for myself, I'm arguing for the tens of millions of people who do not understand this system, are not aware of how it works, and are constantly pressured through employer plans, tax deferment, and other aspects of the system to choose the path of least resistance and put their money into a 401k. For a system to work properly it has to account for all of the users and not the top 5% or 1% of the users.
It was never safe, he's exposed the system's design was never intended to be safe for anyone but those in charge.
This. People are locked in their 401k and penalized when taking it out says a lot about what it is.

People should honestly read Killing the Sacred Cows it’s an eye-opener for anyone invested in 401k.

A "401(k)" is not a monolithic entity. In practice, most employers offer a choice of funds, with the most popular being a year-targeted fund that rebalances between equities and bonds as you get closer to retirement. Having said that, you can probably dump your entire portfolio into government bonds, small cap stocks, or euro futures.
I have had jobs with good 401ks and terrible ones. The terrible ones usually have some bond/ saving option. When you leave the job you stick the money in a full service brokerage IRA. The problem is when you are at the same job for too long.
> …says a lot about what it is

Doesn’t it say that it’s a retirement fund, intended to be saved until retirement age? The 10% penalty is little more than a wrist slap level deterrent, too. It’s usually like ~1 year of returns. Not a huge deal if you need to dip into it.

(There’s plenty to criticize about the whole 401k system of retirement accounts. But these criticisms seem misguided)

I mean put it in context of the OP.

People putting retirement funds in a pile of companies that often have little impact on local communities they live in.

They’re changing laws to fast-track sketchy IPOs, putting hard earned money at risk why? So we can send people on a death-mission to Mars?

Point being, they are doing what they will with other people’s money and won’t suffer the consequences. Removing the checks and balances is exactly how financial disasters happen.

You can move your 401k money between several funds at any time.
Exactly right, there's even ones so conservative they market themselves as cash equivalent. Basically zero gain/loss in those funds. If you're so worried then go login to your 401k and change it.
And your proposed alternative? Please provide at least 50 years of historic returns
If I could pick from any possible retirement plan, I'd want in on the UK pension system that's guaranteed to beat inflation and earnings growth. Until the money runs out, at least!
Historic returns do not predict future returns.
I believe the (apparently AGI-pilled?) folks running the indices are more afraid of the public’s pitchforks in the scenario where the AI stocks go public at $3T value, then increase to $30T before the index rules dictate they buy in. Hence the rule change to prevent that from happening.
Changing the rules for a speculative investment is the type of things to get pitchforks, not sticking by them.
For a moment step into the theory of mind of the AI believer. That’s the common mindset in finance today. You believe that AI is displacing white collar work, and soon with robots it will displace physical work. Your personal job is to help set the rules for stocks to be included in the index. You believe that the point of indices is for passive investors to automatically be invested in the diversified set of top public companies (weighted by market cap). During previous economic shifts, where companies went public early and were already in the index during their growth phase, passive investors broadly benefited from that growth. These new AI companies have stayed private much longer, meaning that the index has missed the opportunity to “buy low” and build up a stake so far.

You believe that the owners of the leading AI companies stand to become owners of most wealth. Furthermore, that we are at an inflection point where the value of these companies rises so rapidly that delays in index investment will set in stone a permanent inequality, where early tech VC and other private funds own a huge portion of the economy. The few-$T downside risk of AI bubble popping this year feels to you like a minor concern compared to index funds being shut out of this wealth due to some arbitrary rules, which have been changed before and can be changed again. Delaying investment in these huge public companies feels like a more dangerous decision than buying in when they become public.

In short, there are two possible stories here:

1) Wall Street is AGI-pilled and thinks AI companies will be worth many trillions of dollars

2) Wall Street expects the AI bubble to pop and is trying to make the public into bag holders by selling a few hundreds of billions of dollars in the IPO

I think the second story actually doesn’t hold together, because Wall Street is making a bunch of correlated bets. The IPO cash is just one more source of capital, and much of it going to be used to make investments which are also correlated bets.

It doesn't matter what individuals believe. The rules exist to prevent people from doing dumb things that destabilize the market and when those rules are bypasses for belief reasons then the market will take that into account and discount the rules and the market loses its integrity. At that point you have signaled that the rules exist in order to facilitate corruption not oppose it, and you end up who knows where, but it certainly isn't better.
"It's a big club... and you ain't in it."

No, they absolutely don't fear prison (but they should).

It's just the aggregate behaviour of a group of people optimizing for short term profit and self-enrichment over everything and without any need for long-term careful planning because for various reasons they are pursuing the short term at all costs.

The people in charge of stock markets are mostly not the same as the people who create stock indexes. Those are run by different companies.
This was always the endgame of moving away from managed pensions to 401k's. First you get everyone's retirement income into the stock market, and then you use the stock market to take it all away from them.
It's inherently about him because he is the one behind these changes.
Twitter was 40 billion ish overpriced purchase and SpaceX is seeking to raise 75billion

Let’s not make billions into a footnote?

Space is raising $75B at an expected valuation of $750B so the Twitter value is just 5% of SpaceX’s IPO valuation and if it goes up then the fraction gets smaller.

Is 5% a footnote, maybe.

It’s a footnote because SpaceX is going to be worth trillions. If Twitter were fully written down right after IPO SpaceX’s shares might not even have a bad day.
It may or may not be worth trillions. But the valuation right now based on the IPO sale price is .75 trillion. Which makes it vastly bigger than Twitter regardless.

It could nonetheless be worth trillions by the end of the day.

Map out the road to trillions for us here, please.
"Worth" here means market cap. Which is almost completely divorced from its potential earnings.
Yeah I wouldn’t argue that it’s a good valuation but it may achieve it.
Space is the next great frontier and right now every single other company, and even country, remain orders of magnitude behind SpaceX. This could change in the future and viable competitors could emerge, public ownership could ruin SpaceX, or humanity's further entry into the cosmos could be delayed (Americans circa 1969 certainly probably also felt they were on the cusp of something great). But at current trajectories you're looking at something akin to there being one company that made ships better way better than everybody else, right before the Age of Sail kicked off.
Bro, they make 99% of the revenue providing internet connection where markets and governments have failed to provide good options. A trillion dollar valuation competing with the commodity cost of running fiber. Supporting off-grid internet is not a trillion dollar industry even combining it with all the revenue from other uses of satellites. It’s the next step in rockets which is more equivalent to better horse shoes than the age of sail.
A similar path to Microsoft. Being the primary gate holder to a developing market segment aka space. In our modern overvalued stock indexes they are worth 750 billion before considering future growth.
The idea that companies can corner entire markets has been proven false time and time again. Every "tech" unicorn has their valuation propped up by the idea they'll be the "primary gate holder" to some billion or trillion dollar industry. For Uber it was Taxis, for Tesla basically all ground transport, etc. None of them have been borne out and competitors are already well established. Blue Origin is already nipping at their heels with the recovery of Never Tell Me the Odds last year.
UFO soft-disclosure is already underway (the Pentagon releases more and more evidence). The USA will go full disclosure before the end of Trump's second term. SpaceX will be granted monopoly on the reverse-engineered alien spacetime propulsion tech, becoming the most valuable company ever. The SpaceX IPO is the final act of the plan that was set in motion when president Eisenhower signed the pact with the Zeta Reticulans (aka "the greys") at Holloman Air Force Base in 1954.

Simple as.

Oh man, I really hope this is sarcasm :)

To explore this (hopefully parody) alt history, I don't know why the us gov wouldn't waited 70 some years for spacex to reach this point to grant that monopoly versus handing it off to the usual collection of defense contractors, eg raytheon (or whatever they're called now), Rand, etc.

Hahahahahha. I love this. Brilliant work.
It’s a category error to compare the equity value of Twitter during its purchase to the amount of cash to be raised by SpaceX during its IPO.

Twitter has about $13B of debt, and about $1.5B of annual interest payments (that’s how much cash it actually needs to come up with this year). SpaceX has a planned IPO market cap of $2T and plans to raise $75B cash during the IPO.

"He’ll do anything to move the goalposts and turn his failures into successes. There is no norm he won’t violate, no boundary he won’t cross."

Unfortunately, if you really start digging in to what is going on in the financial world, you will find he has violated no norms here. This is not a defense of Elon; this is a condemnation of the entire financial industry.

The whole thing scares me, honestly. It has never been a clean happy market where lots of honest people get together and are just honestly trying to make a better world for each other, there is no golden past where people were just nice or anything, but damn if computers don't let people build some structures that the robber barons of old could only have dreamt of. I'm really concerned that "index and chill" doesn't just have a "best by" date but that the best-by date could be in the past; I've heard of an awful lot of ways of exploiting it and other retirements schemes we have, this is just one. I find it implausible that these ideas exist but nobody is doing them.

We Uncovered a Hidden Wealth Transfer in the SpaceX IPO. You're Holding the Bag.

https://youtu.be/sYA-z0Y8WRQ

There is video explaining the process

I’ve always suspected the “index funds are the safest investment” system is ripe for exploitation.
It was much safer before the indexes decided to throw off all the safety hurdles designed to make sure stocks were relatively healthy and the price was reasonably well settled before they were included. And the core idea that a random investor probably can't reliably pick stocks that will out perform the broad indexes is probably going to remain true, even at the high evaluation SpaceX is a relatively small piece of the total index, it's just disasterous for public trust to see the safe guards thrown down like this imo.
if you're invested in a broadly diversified index you can be annoyed by this thing, but it won't impact you a lot.

E.g. if you owned something based on MSCI ACWI, which is free float weighted and global, SpaceX will end up being less than 1% of your portfolio even at a trillion dollar valuation.

It's just NASDAQ which is complicit in this scam by overweighting SpaceX.

Thanks. That's pretty shady and grim :(
6. Pension funds tend not to exclusively hold index funds. Individual retail investors do in their 401ks or personally. Pension funds tend to be fairly sophisticated and can easily insulate themselves from SpaceX/OpenAI/Anthropic if they want either by owning index funds and shorting the other companies or by not purchasing the stock. Also, pension funds are immune to (9) as taxes are handled differently for them.

7. ETF managers that track an index aren't allowed to put discretion into what they buy. They offer much lower fees because they don't have to do any thinking, just executing on an algorithm.

8. SpaceX servicing the X/Twitter debt isn't really a question. The total amount of debt is equal to about one year of revenue at the moment, and it's under 3% of the expected market cap of SpaceX. It's less than a third of what SpaceX's IPO is expected to generate selling new shares to the public. It's a non-issue. On the other hand, the fees the banks will get for the IPO could easily convince them to support the rules waivers.

9. This is true of some passive investors. It is not true of pension funds (which are usually not passive) or 401ks or other tax-advantaged retirement accounts. It is likely to be partly true for any individual depending on how much of their assets is in a tax-advantaged account vs a regular account.

10. Yes to Texas. It seems like the arbitration part is likely to be true (SpaceX is certainly claiming it in the prospectus), but there is not the certainty of having a long history of litigation.

Returning to 2+3: The rolling up of all other private Musk companies into SpaceX certainly impacted the investors in those companies, and how much Musk owns vs other people. But the equity adjustments there would be interesting, not the debt.

> can easily insulate themselves from SpaceX/OpenAI/Anthropic if they want either by owning index funds

> ETF managers that track an index aren't allowed to put discretion into what they buy.

I detect a contradiction here.

Pensions are not ETFs, they are very different purchasers of securities. Pension funds are sometimes referred to as relatively passive investors, but even to the extent that there may be a sense where that is accurate, they are not the same kind of passive as ETFs. They do actively make decisions about what to invest in and alter those with changing curcumstances, and they do at times actively engage with the governance of the firms that they directly invest in (and they definitely engage about the governance structures, in part to manage risk and minimize the need to engage with governance details.)
Pension fund managers are not ETF managers. They both buy securities in a fund, but that's about the extent of the similarities.
> Index funds are largely held by passive investors such as pension funds.

Pension operators are not typically passive. It's a different story to say that maybe they should be given that their returns don't always match up with index funds.

They still hold a fairly large amount of money in index funds "about 19.2 percent for public pension plans and 11.2 percent for corporate plans" [0 (2015)] That's a significant sum of money that will be forced into purchasing SpaceX well before it normally would be.

[0] https://www.nytimes.com/2015/03/04/business/pension-funds-tr...

The twitter purchase was "only" 44 billion dollars. Thats a lot of money, but compared to the apparent valuation of the xAI branch of ~1 trillion (based on SpaceX being considered ~800B valuation last funding round), the vast majority of the new value seems to be coming from xAI, which is the least profitable of the labs spending on that scale. So its probably worse than that.
All the big banking players are in on this IPO

Morgan Stanley, Goldman Sachs, JPMorgan, Bank of America, and Citigroup

They all know how idiotic Tesla investors are, and they all want those idiots to pick up their bags.

Also: Musk's shares have 10x voting power, he can not be overruled by anybody (he will retain ~80% of the votes).

Also: SpaceX debt is $20 billion.