(SINGING) “When you walk in a room, do you have sway?”
I’m Kara Swisher, and you’re listening to “Sway.” Elon Musk’s deal to buy Twitter has been a big case of hurry up and wait. The saga started in April when Musk announced he’d accumulated an almost 10 percent stake in the company and was invited to join Twitter’s board.
That seemed nice, but Musk had bigger plans. He made a bid to buy the company outright in a deal valued at $44 billion, which, by the way, was a lot more than the company was publicly worth. There was drama, including a back and forth where Twitter invoked a, quote, “poison pill” to avoid a would-be hostile takeover.
But by May, everyone seemed to have settled down and the deal looked like a go. Of course, Musk is never done. And now it seems he’d like to put the deal on ice or at least get a better price.
I wanted to make sense of where the deal is and where it may be headed, so I invited my guests today, journalist Kevin Roose and William Cohan. Kevin is a tech columnist for The New York Times and Bill is a numbers geek and reporter for Puck News, who I think has done some of the best analysis of the potential deal or disaster of the century.
Kevin, Bill, welcome to “Sway.”
Great to be here. Thank you. KEVIN Roose: Yeah, thanks.
So Bill, let’s start with you. Put where the deal is — take a step back and start with the acquisition offer. Break down the offer and also the key terms, because Elon kind of agreed to buy a house without an inspection, I think that’s how Alex Stamos put it to me.
Yes, that’s correct. He signed a merger agreement on April 25 to pay $54.20 in cash to Twitter’s shareholders, obviously excluding himself. He owns 9.1 percent. So that’s a $44 billion cash outlay, Kara. He got $13 billion of senior debt commitments. He then got a margin loan for another $12 or $13 billion or so, which has since disappeared. And then the rest, which initially was going to be about $20 billion of his own equity or equity that he could raise, has now been revised upward to $33 billion of equity, which has to be an absolute record for one individual to pledge to a single deal. And it makes this deal no longer what one would consider a typical going private leveraged buyout, because it’s like basically two-thirds equity now. So that’s what he’s committed to. And by God, he signed a merger agreement. And his outs are very few, although he can probably manufacture some if he wants to. And if he tries to get out of it, as the Twitter board said, they’re going to enforce the agreement. So that’s fighting terms in M&A land for lawsuits. So that’s what he’s faced with.”
All right, Elon said he put the deal on hold. There’s no such thing, is that correct?
Oh, there’s no such thing as putting a deal on hold unless the regulators, quote unquote, put something on hold. But for one of the principals who literally — Kara, he signed a merger agreement —
— a legally binding document. No, he’s got time. He’s got till October to try to pull this together. And then there’s already a six-month extension in the contract. So if he wants to extend it out some more and play games, he can keep this going for another 11, 12 months if he wants, at least.
So he used bots and fake accounts as the excuse for an escape hatch, essentially, or to get a discount. It’s not clear which one. Kevin, talk about the character of Elon. Now, this is not a surprise to you or I that he’s playing games, that he does this all the time. He loses interest in things. So talk about why this is not uncharacteristic of Musk to do.
Well, right, I think the bots thing is a total pretense. He knew there was a bot problem. He has bots in his replies every time he posts anything. I mean, I think this deal is very strange to me. It feels a little like an arranged marriage that’s going sour. Everyone pretended to be OK with it. But now the date is getting closer, the flowers have been ordered, the caterers are hired, and the groom is getting cold feet. He is clearly nervous about this. He wants to find a way out. I do think the deal will eventually close because of some of the reasons that Bill mentioned. But I think it’s going to be a very awkward interim. And there’s still a chance — I would put it at maybe 10 percent to 15 percent — that he finds a way out of this deal.
And why? Why did he want it in the first place and why is he doing that?
Well, I think there are two reasons he wanted it. One, I think he is just a case of complete Twitter brain. It’s weird because his brain is clearly still there and on certain topics still functions at a very high level. There’s still a lot of tweets out there about rockets and Neuralink and stuff like that. It used to be like 90 percent Tesla and rocket tweets and 10 percent everything else. And now it’s almost entirely the culture war.
He’s like someone who stumbled on to a PragerU YouTube video and emerges six months later just totally bought into the culture war. It almost feels like now his account is like if Ben Shapiro had a passing interest in satellites. And I do think that’s what’s motivating this.
He said that he’s motivated by the need to free Twitter of censorship. And I think his recent tweets make it fairly clear that he just thinks the service is way too censorious, way too woke, run by radicals and he wants to basically restore it to what he feels like it was before that.
Do you have any sense that he might be faking?
Faking in what sense?
This whole cultural thing. That it’s just he likes commenting on everything. He’s now commented on lots of topics of which he has no expertise whatsoever, which is typical Twitter, I guess.
I don’t think he’s faking necessarily. I think he is genuinely annoyed by what he sees as the woke PC left. Do I think it’s strategic for him in some way? Possibly.
I mean, my actual hot take here is that I think it’s probably good in a utilitarian sense that Elon Musk pisses off Democrats. Because with Tesla, what he was able to do is take something — the electric vehicle that had been coded as liberal — and he built Tesla, and by the fact that he was not a standard issue liberal, he kind of made electric vehicles acceptable for Republicans to buy, which has probably been a good thing in speeding the adoption of electric cars.
So I don’t know whether he’s genuine in his annoyance with the left or whether this is just some strategic thing for him. I don’t know exactly what it would get him if it was strategic. But I do think that he has undergone a profound change in just the past couple of years. The Elon that we’re seeing today is not the same one that we saw a couple of years ago.
And let me just add why I think that might be. I mean, I think you have to remember that at the beginning of the pandemic, poor Elon was only worth about $25 to $30 billion. And during the pandemic, because maybe Tesla became a bit of a meme stock, and along with some other meme stocks, his net worth just exploded 10 times to up to $300 billion.
So if you’re a middling corporate C.E.O., founder, billionaire worth $25 billion that has some other interests like rockets and tunnels and things like that and all of a sudden you become the world’s richest man — I mean, you just blow by Jeff Bezos, and Warren Buffett, and Bill Gates, his favorite friend — then I think all of a sudden you think, if I may say this, your shit doesn’t stink and you actually begin to think that you’re much more important than everybody else. And your hubris level rises and you think that everybody wants to hear what you have to say.
And that’s very typical. I mean, it’s happened over and over again. But the way he communicates, he’s a troll. He’s now become a troll in a lot of ways. But is it effective how he communicates on Twitter, Bill, to Wall Street or do they just think it’s just antics?
I think you have to parse out a lot of the stuff that isn’t related to Wall Street stuff for Wall Street to begin to care. When he says things like — well, when he things like — well, 4/20 funding secured, as he did, that was quickly perceived correctly as a joke despite his subsequent protests that it was legit and real. When he started tweeting about maybe perhaps changing the purchase price for his $54.20 deal with Twitter, I think Wall Street has to take that kind of stuff seriously.
And I think if you look at how quiet he has been with regard to the deal for the last two weeks, that to me says that he’s been negotiating to cut the price and that he’s actually listening to his lawyers who told him to shut up on Twitter. And if you really want to make this change in this deal, just keep quiet and go the route that every other deal guy goes, which is be quiet, do it in private and see if you can cut a new deal.
Does his being loudmouth, Kevin, matter at all do you think? I mean, he obviously commands an audience. They do what he says. He can attack and people have written about that quite a bit. He has his own fans attacking people. Is that helpful or not, or just ridiculous?
I think it’s helpful for him. I mean, he is extremely skilled at using Twitter to draw attention to himself, and his projects, and his pet causes. He reminds me of Trump in that respect. I mean, he just knows how to push the buttons. And he knows that if he does some boring tweet about some rocket, he’ll get X amount of engagement, but if he shares a meme from Reddit attacking the left, he will get 2X, 3X, 4X that engagement. So he’s a skilled user of Twitter. There’s just no way around that. He’s very good at —
But to what end? Because obviously he can’t run for president. He was born in South Africa. But to what end does it give him any advantage except personal popularity?
I think it’s purely cathartic for him. I think it’s purely sort of psychological. I mean, it’s not like he needs the money. If what he were trying to do were to maximize his own wealth, he would delete his Twitter account. Because he clearly is addicted, spends way too much time on it.
And this is the other thing I don’t get about Elon Musk. The guy, a couple of years ago — the whole thing was he sleeps on the floor of the factory. He works 100 hours a week. He doesn’t go out. Now he’s like — he posted the other day his build on “Elden Ring,” which is this video game that I tried to play and spent five hours trying to play and gave up and I was like, I’m too busy for this.
And I don’t run three companies.
Right.. Yeah, no, when he’s in the South of France at Ari Emanuel’s wedding. He has a new actress girlfriend, lots of Saint-Tropezing and stuff like that.
Totally. And so I think my reaction to his recently revealed Twitter addiction is what is he — what is his calendar? Is it just wake up, tweet for three hours, go to the rocket factory, tweak a couple of things on the design, and then go back to playing “Elden Ring“? I just want to know what kind of time management he’s doing.
Maybe he doesn’t sleep at all. But so, Bill, let’s talk about that serious thing, though. How is he going to finance this? It has changed, correct?
So explain how it’s changed to people.
I think it’s an important change, and it’s hard to know whether he did it voluntarily or he felt that the market was forcing him to do it. But I mean it’s the opposite of a leveraged buyout now. I mean, this is like a deal that’s got $30 billion of equity on a $44 billion deal. That’s not a leveraged buyout.
So he’s got — he still has the $13 billion of secured senior debt underwritten by a bunch of banks led by Morgan Stanley. That’s still in place. This will be secured by Twitter assets. And again, that loan — I mean, none of this exists, right?”
So we have to make that point because that loan doesn’t exist because he can’t lever up assets he doesn’t own. He won’t own the Twitter assets until the deal closes. And then it all happens simultaneously. The banks will take that security and make that loan.
He eliminated the margin loan, which was originally like, what, $12 and a half billion? And then he cut it in half, or thereabouts, to about $6 and a half Again, I think people perceived that that loan somehow already existed and it was already tied to the Tesla stock, which was dropping like a stone. But of course, it didn’t exist. So I think maybe to eliminate that confusion, he just eliminated that loan and put it all down in the equity. So —
So he’s got to come up with that money, as you noted. And he gave some weird potpourri of friends —
— including some foreign investors. It means the U.S. will investigate it even more, by the way. Several people in Washington have said now that Qatar is in there, time to look at what’s going on.
Yeah, it’s the eclectic 18 that I’d call it. I mean, with Larry Ellison, of course, giving a billion dollars. He’s the biggest. And some a16z. Some of our old friends are in there. Again, I don’t know why. It’s not a traditional leveraged buyout in terms of structure, so none of the big private equity guys are in there.”
And I don’t expect they will be.
Is that a red flag or just no way we’re doing this?
Well, they could do it if they — I suggested the other day that maybe they create some sort of preferred for the Apollos or the Blackstones of the world. And they might be doing just that. So he’s got $7.1 from the eclectic 18. He’s got another $2 billion from Prince Alwaleed who agreed to roll over. He’s got another $4 billion, at least at $54.20, of his own stock. So he needs another $20, Kara.
That’s a lot of money, even if you’re the richest man.
For most people, that would be a non-starter.
But for Elon, between maybe — I mean, he could definitely craft a security that would appeal very definitely to the private equity guys who have trillions of dollars to put to work.
So he could find it?
Definitely he could find it.
He just has to give up what? What does he have to give up to get it?
He has to — to get the private equity guys, I think he would need to give them a guaranteed annual preferred return of 7 percent or 8 percent plus some convert into the equity if this deal actually works. So just for renting their money, they would get 7 percent or 8 percent. I think Apollo, Blackstone, KKR, you know, if they want to be associated with the guy — I mean, that’s a big question.
And of course, the business plan that he’s proposing, the PowerPoint that’s out there circulating that has his projections is fantasyland. So I mean, maybe they just don’t buy into that. But if you give them the 7 percent or 8 percent guaranteed preferred return, they’re going to say, OK, I’ll put a billion dollars to work for that and get that. That’s not bad.
Right. And they expect to get it back from him given how he changes —”
They will get it back.
All right. So Kevin, talk about the struggling thing, because I agree with Bill on this, the projections are crazy, given Twitter’s history. It’s struggled for years with revenue issues. The new C.E.O., Parag Agrawal, has fired two top leaders — head of product and revenue product lead. How do you think about the actual math of this deal, because it doesn’t look like Twitter’s ever made this much money nor does he have a plan to do so very quickly given the current environment.
Yeah, I mean, I don’t have as much insight into the balance sheet of Twitter as Bill probably does. But I feel like my impression is that this is a company that has long struggled to make its financial impact commensurate with its cultural and social impact. I mean, this is a company that, you know, has basically transformed the way media and politics and culture in this country and many other countries, and yet it has the market cap of a middling industrials company.
And so I think Elon — I wouldn’t put it past him to find some way to squeeze a little more water out of the sponge here, but I don’t think his plan to sort of revolutionize Twitter and grow the user base tremendously in a very quick period of time and get people to pay for using it — by the way, all while removing a lot of the content moderation that makes brands comfortable advertising on Twitter.
Right. Which he doesn’t want to do. What do you think of his idea of subscriptions or people who have big followings paying him?
Look, it’s plausible that he could find a way to run a marginally better business than the people who have been in charge of Twitter. But I think that the obstacles are likely to be much more severe than he expects. I don’t think this is a moneymaker for him. I think this is a passion project. And so he may not care about getting a huge return on it. He may consider this part of his political mission.
But I think he’s going to run into a lot of obstacles. I mean, just to name one, if this deal closes and he becomes the interim C.E.O. of Twitter, there is going to be a staff revolt. Twitter is not full of Elon Musk fan boys. It is a big, diverse, famously socially conscious — or at least says it’s socially conscious — tech company. A lot of the people who left Facebook, the integrity division, because they felt like that company was capitulating too much to the right, now work at Twitter.
These people are — you know, they’re not trivial to replace. They’re very skilled. And Elon is going to come in and I expect that something like 30 percent to 40 percent of the workforce will just leave, either because he fires them or because they quit. And that’s going to be a tremendous source of distress and distraction for him as the new Twitter C.E.O. I mean, it’s hard to ship new products and new features when your staff hates your guts.
And when you’re in Saint-Tropez so much. So Bill, is there a money thing here? You have talked about this a lot. Is there any kind of way — I mean, some people think it could be a payments thing. Another person posited to me — a pretty high-level person was like, look, when he goes into other countries as the head of Twitter, he can get good deals on his other — his rocket stuff, his Tesla stuff, this and that. So it helps him in that.
It’s like Jeff Bezos gets slightly detarnished by being the owner of The Washington Post. Is there any — it’s a little more expensive here. Jeff Bezos paid hardly anything for that. Is there any upside do you see for him from a financial point of view?”
In owning Twitter —
— at $44 billion? No, I don’t see it. I think, as Kevin was alluding to, and this is before any kind of staff revolt, I mean, to be generous, it makes a billion dollars of EBITDA a year. And that’s to be generous. I know they’ve projected $1.2, $1.3.
It’s still 44 times EBITDA. That is — no wonder Goldman and JPMorgan took about two seconds to say the deal was fair because it was a huge price that he’s offered, which, of course, is why so many people think he’s negotiating to cut the price, which would still be a big price.
I don’t see — I’ve never understood, Kara, why he needs to, quote unquote, own this whole thing. I mean, he could have been very happy at 9.1 percent. He could have then had a nice return because the stock jumped up. He could have made money on that. And could have had huge influence owning 9.1 percent. He could have gone on the board or not. I could see maybe why he didn’t want to do that. But this folly of owning the whole thing. And then, as Kevin was saying, you know, buyer’s remorse, and how do I get the hell out of this thing, and whether I want to. I don’t — but I guess if you’re worth $230 billion, what’s 10 percent or 15 percent of my net worth throwing into owning Twitter?
You know, what the hell?
I was thinking if I — someone asked me what I would do if I had his — I said, I might buy Twitter just for fun. I don’t know.
You would definitely buy Twitter, Kara.
I would definitely buy Twitter and I wouldn’t think — I would actually buy The New York Times actually. But it’s something —
Which would be much cheaper.
Yes, much cheaper. I would definitely do something like buy — I was thinking of a local — someone asked me what I’d do, and I’d be like, I’d buy all the local things and control the world from local.
Kara, you were a clue in The New York Times crossword the other day.
I know. Now that is the end of my career.
So maybe they’re buttering you up for the takeover.
For the big purchase.
Right. So you don’t think there’s any — neither of you — is there any upside for him, Kevin? I don’t — I guess owning it is kind of cool. Like, if he goes to some potentate in the Philippines, like I’m the head of Twitter. It gives him power — political power.
Yeah, I mean, he already has power. He’s the richest man in the world. So I don’t think this would change it. It would give him a lot of control over particularly the way media is disseminated. I mean, he would get to let Trump back on. He would get to un-ban all the folks who have been banned.
Which was going to happen anyway.
It would give them a lot of power. But I also think he doesn’t — he thinks he wants that power.
But have you ever looked at the comments under a Mark Zuckerberg Facebook post?
The number of people who are going to talk to Elon because their account got hacked —
— or they want to get verified, or someone scammed them. He is going to become the customer service department of Twitter. And it is going to ruin his life.
We’ll be back in a minute.
If you like this interview and want to hear others, follow us on your favorite podcast app. You’ll be able to catch up on “Sway” episodes you may have missed, like my conversation with former Twitter C.E.O. Dick Costolo, and you’ll get new ones delivered directly to you. More with Kevin Roose and William Cohan after the break.
So when you think about this, there’s things that are in the way — the S.E.C., Bill. So the S.E.C. announced they’re investigating whether he disclosed his financial stake in Twitter in a timely manner at the beginning. I think it’s a parking ticket.
Does that mean anything for the deal or is there any —
— other investigations? Nothing?
No, no. that is a parking ticket for the deal. That’s just foolishness and wrong form. No, I don’t really see any real impediments. The current impediment is whether he wants to recut the deal. And then he’s going to have to negotiate with the board, and get fairness opinions and rewrite the proxy agreement and stretch out the time for the deal.
So I mean, again, Kara, if he really wants this — and again, I don’t understand why — I mean, I guess maybe because I’m not the world’s richest guy so I don’t think like that — but why he would want this, I don’t understand. I don’t even understand the power thing. So the sultan of whatever thinks he’s great because he owns Twitter. I think Elon’s great because he has SpaceX and he’s created these rockets that can land on a platform in the middle of the ocean.”
So is there any chance of S.E.C. doing anything here? Is there any government regulatory body?”
No, I don’t see it. The failure to file the right form is just a technicality. He doesn’t really respond to technicalities, as we know, from the S.E.C. They don’t, obviously, get along. There’s no reason he can’t own it. The only thing that would delay things here is if he recuts the deal, then he has to negotiate again with the board.
He has to get new fairness opinions, which will be tougher to give. Because at $54.20, easy to give. At $44.20 — just picking a number because it’s got four 20 in it — going to be harder to give. But they’ll give it. And then the whole proxy has to be refiled and rewritten. And they’ll do that. And that’ll delay things.
Two other things — lawsuits, and then, secondly, if there’s foreign ownership, like Qatar or anybody else in here, will it take longer?
I mean lawsuits will be a nuisance. There are always lawsuits in M&A deals, especially when you cut the price. I mean, the arbs are going to get killed here if he cuts the price. They’re already kind of scratching their heads like, what the hell is going on? Foreign investors — look, Prince Alwaleed has been an investor in Twitter. I think — I don’t really see any of these foreign investors as an issue.
Yeah. Interesting. All right, Kevin, do you see anything in the way at all? Who has more power in this deal, Elon or Twitter? I’d love you both to answer.
I think right now Elon certainly has the upper hand. I mean, Twitter is basically begging him to stay. And they’re saying we’re not going to let you out of this. He clearly wants out or wants a lower price. And the Twitter board has revealed itself to be totally capitulatory. They’ve just been kind of rolling over. They fought him and then they decided they weren’t going to fight him and let him onto the board. And then actually you can buy the company. And I just don’t see any evidence from them that they — I think they want to get this thing off their plate and onto Elon’s as quickly as possible.
So, no, I don’t see a lot of resistance there. I don’t think the S.E.C. is going to do anything if history is any guide here. So I think this — I would put it at 85 percent that the deal closes and maybe 10 percent to 15 percent chance that he finds a way out.
What about you, Bill?
I would — I love me some Kevin Roose and have for a long time. I have to say that —
Oh-oh, here it comes.
— respectfully disagree. I think until April 25, Elon had the power. On April 25, the power switched to the Twitter board and to that merger agreement, that binding merger agreement. Since then, Elon has fumbled. He’s had his passes intercepted. He’s played this terribly. He’s obviously stopped listening to his advisors, in my opinion, who gave him good advice until April 25.
Now the power to me rests with A, yes, ineffectual Twitter board, but who is well-advised, and is taking advice and is basically just saying specific performance, specific performance, specific performance. You signed a merger agreement. You have to close at $54.20, unless we, in our infinite wisdom, allow you to recut the deal. Or you can walk away, pay your billion dollars, find a reason, and then there’s going to be lawsuits up the wazoo against you. And even though you’re the world’s richest guy, you’re going to have to deal with it.
So I think the board has suddenly become much more powerful in this dynamic. It’ll be the board that will let him recut this deal or not. And it’ll be the board that has the power to make sure that this merger agreement gets executed — that not only gets executed, gets performed.
So let me ask, what is its power? What is it? Lawsuits, right, correct? A lawsuit? And they can just make him?
A lot of lawsuits. And lawsuits that are in its favor, Kara. I’m not a lawyer, but I mean you have a signed merger agreement. Nobody put a gun to his head and made him sign that merger agreement at $54.20. And the outs are very few. I think we started this conversation saying that he agreed to buy this company without doing any due diligence on it. Now he’s doing some due diligence. But hey —
The furnace doesn’t work.
— you said you were going to buy it, buy it.
The basement is flooded. There’s mold. Oh, good God.
Right. Exactly. Remediation.
What is Parag Agrawal doing right now, Kevin, meeting with the board? What should he be doing? I think he’s a lot feistier than people think. I happen to know he’s a lot feistier than people think.
Yeah, I have no idea. I’d love to ask him myself.
So would I.
Parag, if you’re out there, give a guy a call. I think Parag is basically just the interim person until whatever happens with this Elon deal happens. But I think he basically has the task of just keeping things afloat until this deal is done or not.
He’s a new C.E.O. He’s well-liked at the company. But I think people have a lot of questions there about how he’s — what role he’s been playing through this entire process. He’s basically been silent except he’s done a few Twitter threads about things like bots and spam. But he’s just — my sense is he’s just trying to hold this thing together long enough for there to be a resolution.
So in other words, a “Trivial Pursuit” question some day. Tech edition.
I do think — yeah, it’ll be like — yeah, it’ll be a good trivia question. But I think it’s also just — I mean, it’s disappointing because he came in, he had a lot of ideas —
Yeah, he does.
— about what he wanted to do.
He still does. He still does.
He still does. He talked a big talk about decentralization and blue sky. And he had a lot of buy-in at the company. And now my sense, from talking to folks there, is that they just think he’s trying to pass the hot potato, get his payout, and step down to someone appointed by Elon or whoever ends up owning Twitter after this.
All right, last question. Prediction — one month from now, where will we be? Bill?
I think there’ll be a new merger agreement at a lower price.
OK, and what will he have to give up to get that?
Well, I think he whatever — it’ll probably be that the next round of trying to get out of the deal, if he were to do that, which would be really, really, really poor form — but of course, we know that he’s capable of any kind of poor form — is that the breakup fee would be much higher and the outs would be even fewer than there are now.
Kevin, last word. Prediction — one month from now.
I think, yeah, we’ll be either at a lower price to consummate this deal or Elon will have abandoned it and will be instead spending all his time playing “Elden Ring” and yelling about woke liberals.
All right, my prediction — I’m going to make a very quick one — Jeff Bezos is coming in. I’m just making that up off the top of my head.
Oh, that would be fun.
He’s going to buy everything. It would be so good. It would be so good. It would be so good. Anyway, thanks, guys.
Thank you, Kara.
Always a pleasure. [MUSIC]
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