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Brett Taylor's Day was already going sideways. The chair of the Twitter board had just gotten off the phone with Twitter's CEO, Paragogra Wall. Just minutes earlier, Elon Musk had sent Paragogra series of panic-inducing texts. Elon was rejecting a seat on the board. Instead, he was going to make an offer to buy the company outright and take it private. Not even two weeks earlier, Brett and Paragog had sat down with Elon for dinner, and it seemed like everything was going smoothly. Now, Brett needed to talk to Elon. He sent off a text.
Paragog just called me and mentioned your text conversation. Can you talk? Elon's reply did not leave much room for discussion. Please expect to take private offer. I saw the text thread. Do you have five minutes so I can understand the context? Fixing Twitter by chatting with Paragogra won't work. Drastig action is needed. This is Jack's opinion, too. Can you take ten minutes to talk this through with me? But Elon blew him off. I'm about to take off but can talk tomorrow.
The next time Brett heard from Elon was four days later, and it wasn't a text or a phone call, it was a filing with the SEC, doing exactly what he'd promised to. I'm offering to buy 100% of Twitter for $54.20 per share in cash. My offer is my best and final offer. He was offering to buy Twitter for more than $43 billion. That was considerably more than it had been worth when he started buying up shares in January. At that time, it had only been trading at around $40 a share. If this offer was real, shareholders stood to make out far better than they could have hoped for. But this sweet offer came with a threat.
If it is not accepted, I would need to reconsider my position as a shareholder. In other words, if the board didn't say yes, he could sell off his shares. All 9.2% of his stock, flooding the market and sending Twitter stock into freefall, shareholders would be enraged at the board, and the board members themselves would see millions of dollars in wealth disappear overnight. Brett Taylor knew that Elon was backing the board into a corner with this offer.
The board is in receipt of your letter, and is evaluating your proposal to determine the course of action that it believes is in the best interest of Twitter and all of its stockholders. We will be back in touch with you when we have completed that work. He gathered his forces to respond. He arranged for the Twitter board to meet and brought in high-powered lawyers from two major law firms, as well as Goldman Sachs advisors. An appeasement strategy of giving Elon a board seat hadn't worked to slow him down. Now both sides had to prepare for war.
From Wondry, I'm David Brown, the host of BusinessWord, and this is Flipping the Bird, Elon versus Twitter. This is Episode 2. I am supposed to believe this man is a genius. I must confess I've made a mistake. I should be as small a success. But I'd like to read the least I've tried my very best I guess.
From the other medicine, I'll only just be 40 years. Tell me all my steps, you know I promise to be 40 years.
从另一种药物来看,我只会活到40岁。告诉我所有的步骤,你知道我答应会活到40岁。
New York City was just waking up early on the morning of April 14th. The New York Times Business Reporter Lauren Hirsch was already hard at work. Lauren likes to get up before the sun even rises. She's a business reporter who deals in deals. She'd work for CNBC and Reuters before joining the Times. And until recently she hadn't paid much attention to Elon Musk. And then all of a sudden he kind of crashed into my life to be honest. You know I wasn't even following him on Twitter before this all happened.
Another day is earlier news broke that Elon Musk was no longer joining the Twitter board and everyone in the media was waiting to see what happened next. So we were all kind of going down this rabbit hole like did they find something? Was there some kind of big surprise lurking? Now the others shoe dropped in the form of a tweet from Elon Musk. I made an offer. He included a link to the SEC filing. Lauren clicked on it right away and couldn't believe what she was reading.
Elon Musk was going to buy Twitter. Everything about the offer was surprising. The fact that it came from nowhere, the fact that it had zero financing and there was no plan. We didn't know why he wanted to buy Twitter. We didn't know what he wanted to do with it. How he was going to do it. Lauren texted three letters to her editor.
At first, Lauren wondered if Musk's offer was even serious. You know, Elon Musk has found it in a lot of companies. He has never bought a public company. It left her and a lot of other business reporters dumbfounded. Soon Elon would provide some answers. Sort of. The reporters after news of his offer went public, the head of Ted Chris Anderson.
Welcome to Elon to the Ted Theater stage in Vancouver, British Columbia. And now arguably the biggest business of them all. Elon Musk. Elon scrolled onto the stage dressed in dark pants, a white button down shirt and a mid-length black jacket. It was giving off both tech entrepreneur chic and mad scientist vibes. Elon, welcome.
He shook hands with Chris and took a seat in one of the armchairs at the front of the stage. So, Elon, a few hours ago, you made an offer to buy Twitter. Why? Elon grand like the Cheshire cat. I do know. Little bird tweeted in my ear or something. I don't know. Why make that offer? Well, I think it's very important for that to be an inclusive arena for free speech.
Oh, yeah. So, yeah. This coming from a guy who announced he was joining Twitter's board with a meme. Twitter's next board meeting is going to be lit, featuring Elon as Joe Rogan sitting behind a microphone, exhaling a whole lot of smoke. A tweet he sent out at 4.22 in the morning. From a guy who just days earlier had tweeted, 69.420% of statistics are false, which is of course a 420 joke and a 69 joke rolled into one.
But now, Elon was getting exescentially serious. But it's just that my strong intuitive sense is that having a public platform that is maximally trusted and broadly inclusive is extremely important to the future of civilization. So there it was. Nothing more or less than the future of civilization was on the line. And all it cost was $44 billion.
Last week when we spoke Elon, you said no way. I do not want to own Twitter. It is a recipe for misery. Everyone will blame me for everything. What on earth changed? I think everyone will still blame me for everything. But Elon goes on to explain why he is willing to take that blame and that risk.
You know, I love humanity and I think that we should fight for a good future for humanity and I think we should be optimistic about the future and fight to make that optimistic future happen. And it might be Elon Musk, it might be Cookie, but it's real.
Lauren Hirsch was following every twist and turn of the deal. And for the Twitter board, they couldn't say what was driving Elon Musk, whether he was making this offer to save humanity or boost his own ego. But they knew they had a fiduciary responsibility to take the offer seriously.
So what the board did was they hired bankers and they asked those bankers, what are we worth? Elon Musk once said buy us for $44 billion. Can we truly say no to that offer and tell our shareholders we will be worth more than $44 billion in the future and therefore it's okay if we say no.
But the board also had every reason to be wary of Elon and this too good to be true offer. The man had amassed almost 10% of their stock in secret. He then accepted and promptly rejected a seat on their board. Elon had clearly proven that he could and would do wild unexpected things. The board needed to slow him down to try and take back control of the process.
So they adopted what they formerly called a shareholder rights plan, more commonly known as a poison pill. A poison pill is kind of a tried and true tactic in corporate America. The way it works, you put something in place whereby after a certain number of shares are bought, all of this sudden tons of shares are created and basically that dilutes the person that just bought those shares.
The poison pill could buy the board a little time to weigh their options. But their impulsive perspective buyer wasn't about to sit around and twiddle his thumbs. Back home in Texas, Elon decided to rattle the cages of the Twitter leadership. Where else? But on Twitter.
When a Silicon Valley personality tweeted the ownership percentage of each board member, Elon responded with a cutting observation. Wow, with Jack departing, the Twitter board collectively owns almost no shares. Objectively, their economic interests are simply not aligned with shareholders. By tweeting this out about the board, Elon was basically trying to get the average Twitter shareholder on his site.
He followed that up with another subversive tweet. Love Me Tender. The words were surrounded by musical notemogies. Love Me Tender is of course a famous health expressly song, but it's also what is very likely a reference to a tender offer, which is effectively a hostile deal. And it means going to shareholders with your offer.
So instead of trying to get the board to agree with you, you go to shareholders at the company and say, hey, I'm on for you 50 for 20. Don't you think this is a good deal? And you try to get enough shareholders on board to effectively owe your rule whatever decision the board might say.
A tender offer wouldn't solve all of Elon's problems because of the poison pill the board had enacted. But he could still use the threat of it to apply pressure to the board. If he's getting support from other shareholders who are all saying to him, I'm voting in favor of this deal. It's hard for a board to justify keeping that poison pill in place. The next day on April 17th, board chair Brett Taylor sent Elon a text.
I'm just checking in to reiterate that the board is seriously reviewing the proposal in your letter. We're working on a formal response as quickly as we can consistent with our fiduciary duties. Feel free to reach out any time. Elon acknowledged Brett's text by liking it, but he didn't slow down. He knew he had the upper hand that the high value he had offered for the company effectively forced the board to sell to him. He knew the bankers Twitter was talking to would eventually come back and tell them just that. And so he kept moving ahead as though he was going to get his way.
Which led to the next challenge for Elon. Where was he going to get $44 billion? Yes, he was the world's richest man worth about $200 billion, but most of that was tied up in Tesla stock and other assets. He didn't have $44 billion on hand, and he had made his offer so quickly that he hadn't gotten banks or any other investors lined up yet to finance his offer either. He needed to pull $44 billion together. Fast.
So there were a couple of things that were going on all at the same time. The one there was Elon Musk trying to cobble together at the cash. And if you look at a lot of the texts that came out in discovery, they're putting hilarious. He reached out to Larry Ellison, the founder of the software company Oracle, and the fourth wealthiest man in the world. Any interest in participating in the Twitter deal? Yes, of course. He added a thumbs up emoji at the end. Cool. Roughly what dollar size? A billion or whatever you recommend. You have Larry Ellison just kind of tazily agreeing to put in two billion. Elon also started reaching out to people he might want to run Twitter with him, including venture capitalist Jason Callicanis. Want to be a strategic advisor to Twitter if this works out? Or a member advisor? Whatever. You have my sword. When started suggesting new CEOs, people already seemed certain that Parag was not going to be the CEO of an Elon own Twitter. Elon was growing impatient. He wanted this deal done.
So as goodness' offer already was, he now offered them something the board truly could not refuse. Elon Musk said, I want this deal by tomorrow. In order to make that happen, I won't do any due diligence. Do you diligence the business equivalent of doing a home inspection before you buy a house? A $44 billion house. Looking to the company, you look kind of underneath the carpet in the cracks to find out, how does this business really work? And Elon was just going to go without that. It's effectively never done, certainly not for a $44 billion deal. The board had already come to the conclusion that Elon was overvaluing the company, and they were unlikely to get a better offer.
And now there would be no due diligence. The board, which was already kind of planning to hand it over to Elon for $44 billion, said, sure, I guess we can do that if you really want. Four days later, the deal was done. Elon Musk would buy Twitter for nearly $44 billion. Twitter would officially change hands in six months at the end of October. Brett tweeted out the news. The Twitter board has reached an agreement with Elon Musk. Elon had won. Twitter was his.
There was one Twitter user in particular who weighed in to applaud the deal. The man who sent the first tweet ever. The man who founded the company and not long ago was its CEO. Starting a thread with a link to Radiohead's song Everything in its right place, Jack Dorsi wrote, Elon is the singular solution I trust. But Jack's former employees weren't so sure. Sasha Solomon, a software engineer for Twitter, was working from home in Portland, Oregon when the news came through. Her stomach sank.
有一个推特用户特别赞赏这项协议,这个人是发出第一条推特的人、创办了公司并不久前担任过其首席执行官的杰克·多西。他通过发布一条链接到Radiohead的歌曲Everything in its right place 的推文来开始了一条线索,写道,伊隆是我信任的唯一解决方案。但是,杰克的前雇员并不这样想。推特的软件工程师莎莎·所罗门在俄勒冈州波特兰工作时得知这个消息,她的胃口沉了下去。
Sasha loved her job in no small part because she loved Twitter's culture. There were very few assholes. It was like we had an asshole filter at Twitter. So there weren't any and that was like pretty special compared to like other companies I'd worked at. Based on how Elon Musk tweeted, at least, he didn't seem like someone who would fit in with a company culture. It just seems like he really wants to be liked by people and so he'll kind of tweet anything. And some of that anything, the derogatory, transphobic, using his platform to punch down, well it made Sasha worry.
Was Twitter about to be run by an asshole? Sasha and other Twitter employees had been in the dark the whole time, getting details about the sale the same way as everyone else, from the news. They wanted answers. Twitter scheduled an emergency all hands meeting for the same day that the deal was announced. Meeting where Twitter employees would get to ask CEO Parag Agrawal and board chair Brett Taylor questions.
Twitter 是否即将落入一个混蛋手中?Sasha 和其它 Twitter 员工一直处于黑暗中,在销售细节方面,他们和其他人一样,通过新闻获取信息。他们想要答案。Twitter 安排了一场紧急全员会议,在宣布交易的同一天举行。在这次会议上,Twitter 员工将有机会问 CEO Parag Agrawal 和董事会主席 Brett Taylor 问题。
And the Twitter employees, they had questions all right. Parag, can you clarify if there will be layoffs or not? There are no plans for any layoffs. At this time. Right, another question for you, are any projections for a possible merger with Elon's other company, Starlink and Tesla phone AI and Twitter apps? Not sure I can speak on Elon's behalf on that.
There is general sentiment just looking at the Slack questions around uncertainty about what happens after the deal closes. Yeah, I think that is a fair question and there is a need uncertainty about what happens after the deal closes. But there are ways where we will learn more as time goes on. We will directly hear from Elon. I and the management team and the board members of the board will continue to spend time with Elon to learn more. And as we learn more, we'll share with you. So while there is a lot of uncertainty about what happens after the deal closes today, over time, that will decrease.
But Brett and Parag were pretty short on answers. Turns out they didn't know a whole lot more about Musk's plans than anyone else. Parag promised that employees would get the chance to ask Elon their questions. He was arranging for Elon to come and speak to them soon. But not yet.
The Dow has tumbled over 1000 points. The S&P Evan Aztec are off about 4% or more. Seems the markets are still looking for the bottom. Tesla down 12% during Tuesday's session. That's the biggest drop since September 2020. You can't even imagine it's horrific, this witness says.
Russia intensifying its assaults on Eastern Ukraine. Less than two weeks after he'd victorious sign the deal to buy Twitter, Elon discovered he might have a problem. The war in Ukraine had blown up, contributing to a tumbling stock market. Elon was worth over $200 billion on paper, but that was mostly from Tesla's stock. The more the stock value shrank, the less Elon would have in his work chest to buy Twitter. And now, it looked like Russian President Vladimir Putin might send the whole world and its economy into further chaos.
Putin was set to deliver a speech on May 9 that pundits everywhere said would indicate if he was ready to turn the invasion of Ukraine into the next world war. There was no clever tweet to get out of this one. Elon texted Morgan Stanley banker Michael Grimes with his concerns. Let's slow down just a few days. Putin's speech tomorrow is extremely important. It won't make sense to buy Twitter if we're headed into World War 3, just saying. Michael agreed. Understood, we'll pause for May 9, Vladimir and hope for the best there. He can take stock of where things look after that.
Elon was trapped. He'd legally signed a contract to purchase Twitter. He couldn't just change his mind. He'd fought ruthlessly to buy Twitter, but he'd given himself no way to back out or find a loophole. Originally, it had been Twitter's board backed into a corner until they had to accept his deal. But now with the stock market tumbling and war looming, the tables returned. Elon was the one in the corner, looking for a way out.
Hey, if you want to get up to speed on Elon's other business ventures, check out our business war season Tesla versus Detroit. As the electric vehicle market goes from zero to 60, old school car makers are ditching the gas and creating their own EV models. But do they have what it takes to outperform Elon Musk?
Elon was wrapped tightly in a spider's web. Only this was one that he had spun himself. He personally crafted a deal that waved due diligence, meaning that even if he found something objectionable with Twitter, he couldn't just walk away. Of course, he knew this. But he probably figured with enough bluster and a credible complaint, he just might wiggle out of this trap. So he accused Twitter of harboring too many spam accounts and bots. And then went public with this possible deal breaker.
Twitter deal temporarily on hold, pending details supporting calculation that spam fake accounts do indeed represent less than 5% of users. Like, what does that mean? Can he legally do that? Where is this coming from? Lauren Hirsch had been covering the Elon Twitter deal for the New York Times in this tweet of his raised a lot of questions.
You can't break off a deal. Be a tweet. This tweet landed like a bomb in the business world. Twitter's stock plunged 25% in pre-market trading. Lauren and other reporters were pretty sure Elon was trying to plant the seeds to reneg.
He was kind of raising this question as to whether or not the existence of bots on Twitter made it less valuable. And so you could kind of see the pieces he was looking to put in play, which was Bill the case to see if he could walk away from the deal. No one could tell if Elon really just wanted out of the deal, or if he was using this as a way to reopen negotiations to lower the price. Or if it was just a passing thought he'd shared while he was on the toilet, a place he'd once said he composed many of his tweets.
To make things even more awkward, Elon had a pre-plan meeting that morning with Twitter executives. He tweeted again, presumably to reassure the faltering market and his concern lawyers to clarify that he was still committed to the deal. Twitter stock rebounded. But the roller coaster was just getting started. Elon kept needling Twitter.
He accused Twitter of having lacked spam detection and tried to go the SEC into investigating Twitter's legal disclosures. He suggested he would unilaterally reverse the ban on former President Trump. He claimed with no evidence that up to 90% of Twitter users might be fake. It was like Elon couldn't stop slashing the tires of a car he was about to drive off the lot.
Employees inside Twitter didn't know what to make of it all. And they had yet to hear a word directly from Elon. Finally, on June 16th, they thought they were going to get some answers. Elon was scheduled to hold on all hands meeting with Twitter's employees.
We were like, okay, it's finally happy. Nia were using only her first name to protect her identity. Had joined Twitter just a year and a half earlier. She worked remotely from South Carolina in ad sales. And even though she'd had reservations about getting a job in tech, she'd come to love Twitter.
I had never worked at a place where everyone genuinely liked each other. Working at Twitter, you see the way some of your co-workers tweet and you see how they show up online, offline at work. And you're able to kind of unclench a little bit. You're able to just relax your shoulders. It felt like a culture where, for me, as a black woman, I didn't feel like I had to coat switch. I didn't feel like I had to hide who I was or not show up as my full self.
But the recent drama and lack of answers had been making her nervous. She wondered what exactly was going to happen to her company and her job. So she was excited to finally be having this meeting. We were like, okay, it's finally happening. We'll get to hear from him. Get to understand, you know, why this man wants to buy a Twitter. What his plans are for Twitter to make it better to improve the app.
I a sat in front of her computer. A livestream of the meeting it started. But Elon wasn't there. She and thousands of other employees just sat and waited. And waited. We had a 45 minute window. And I think we started 10 minutes late. Finally, Elon arrived. He was on his phone in what looked like a kitchen. Leslie Berlin moderated. She was Twitter's chief marketing officer.
I love Twitter. In fact, I literally have tweeted. I love Twitter. You have. So say more. Why do you love Twitter and also why did you and do you want to buy Twitter? I learned a lot from what I read on Twitter and what I see in the pictures, videos, text and memes that people create. I also find it's a great way to get a message out of it. If I want to say something, make an announcement. I think Twitter is the best way to do that.
This was the most predictable question in the world. And Elon's answer was rambling and unfocused. He just kind of keeps going on and on about how he utilizes Twitter and how he's seen others use it. Some people use their hair to express themselves. I use Twitter. Nia had one eye on the internal Twitter Slack channel where employees were not holding back.
Everyone in Slack in the all-hands chat is saying, Leslie, please tell him to move to the next question. Leslie, it's been 10 minutes. Leslie do something. Someone jump in. But Elon made it hard for Leslie to get control of the conversation. He dodged direct questions on the topic's employees really wanted answers on, like remote work and layoffs. Instead, he droned on about the nature of trust.
I don't trust it. Is that trust? A misguided purchase he made. I bought this thing on the YouTube ad and it doesn't work. His dream number of Twitter users. So I think you really want to have at least a billion people on Twitter, maybe more, as many people as you're not sure. At one point, he even brought up aliens. I mean, he applied for things going when we come from, can we travel to other star systems and see if there are any alien civilizations that there might be a whole bunch of long.
I do remember people just being like, what the f***? What is going on? What is the point of this? You could feel the morale just drop. You could feel it get lower and lower. And I just remember thinking, but why him? As a woman and then like as a woman of color, you always question why you are in that room and then you get in the room and you hear those people talk and you realize those people aren't that smart. They just had the advantage of having wealth and having people that could give them access and resources that you aren't able to get. That was the moment where I was just like, I am supposed to believe that I was going to believe this man as a genius. She posted that exact question in the Slack channel. It was a sarcastic question, but the emotions behind it were deep. Nia loved working at Twitter, loved the culture of the place, but she felt betrayed by the top level executives and the board.
We would ask Perog why he, why did you guys move along with this in a matter of weeks when we were told this could take up to months? Again, we were told a million times as fiduciary duty, we have a duty to our shareholders. And I just remember thinking, so this outweighs the humanity of it. Less than a month later, the Twitter board would possibly be asking themselves the same question. We start getting phone calls and texts from sources being like, so Elon just walked into the building and he's carrying a sink.
That's on the next episode of Flipping the Bird. Hey Prime members, you can listen to episodes of Flipping the Bird, Elon vs Twitter, head free on Amazon Music, download the Amazon Music app today, or you can listen ad free with Wondery Plus in Apple Podcasts. Before you go, tell us about yourself by completing a short survey at Wondery.com-survey.
这将在《Flipping the Bird》下一期节目中讲述。嘿,Prime的会员们,你可以在Amazon Music上免费收听《Flipping the Bird》、《Elon vs Twitter》等一系列节目,下载Amazon Music应用程序,或在苹果播客中使用Wondery Plus,免费收听。在离开之前,请通过Wondery.com-survey参加短暂的调查,告诉我们有关你的信息。
From Wondery, this is episode two of six, Flipping the Bird, Elon vs Twitter. I'm your host David Brown, Austin Racklis wrote this story. Our producers are Nica Sing and Dave Schilling. Julia Lowry Henderson and Karen Low are our senior producers. Reporting by Emily Corwin, production assistants by Emily Locke and Mariah Dennis, fact checking by Noelle Anjani. Consultant is Kurt Wagner, Bloomberg journalist and author of an upcoming book about Twitter and Elon Musk. Sound Design by Kyle Randall. Music supervisor is Scott Velasquez for Friesson Sink. Senior managing producer is Latha Pontja, managing producer is Olivia Weber, coordinating producer is Heather Baloga. Executive producers are Jenny Lauer Beckman, George Lavender, Marshall Louis and Jen Sargent for Wondery.
We're about to hear a preview of business wars, Tesla vs Detroit, while you're listening follow business wars wherever you get your podcasts. Hey, prime members, you can listen ad-free on Amazon Music, download the Amazon Music app today.
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In the 1990s, the government leaned on automakers to make low emission vehicles. Ford, Chrysler, Honda, General Motors, Nissan and Toyota all introduced electric vehicles. But what they delivered and what consumers wanted were two different things. Motors wanted an electric car with the feel, look and roar of gas-guzzling trucks and SUVs. But the sharply scaled back odd-looking offerings left consumers cold. So Detroit came to an inevitable conclusion. Why build cars that people won't buy when what they're already making is so profitable?
In 2002, Elon Musk's Tesla Motors arrived on the scene to challenge that premise, with environmentally friendly, affordable, high-performance cars that people actually want. Motors' city smirked as Musk piloted Tesla through crushing financial crises, spectacular quality control disasters, and his own shocking public displays of bad behavior. But eventually, he got some things right. And in the process, Musk didn't just disrupt the industry. He redefined it. So much so, that virtually every carmaker is trying to wedge to the front of the EV pack. But before all this comes to pass, before Elon Musk is even on the scene, there are just two engineering nerds noodling with the idea of improving electric vehicles.
This is Episode 1. Accelerate. Faster. Hey, Prime members, don't forget you can listen to business wars at Free on Amazon Music. Download the Amazon Music app today.