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“Are you saying no to Elon Musk?”: Scenes from the slash-and-burn takeover of Twitter
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“Are you saying no to Elon Musk?”: Scenes from the slash-and-burn takeover of Twitter

On October 27, 2022 at around 9:00 a.m. Parag Agrawal, Twitter’s CEO, called his executive team into one of the large glass-doored conference rooms that lined the seventh-floor offices of Twitter’s San Francisco headquarters. After months of tension and worry, there was a grim clarity in the air – Musk was finally closing the deal.

Twitter’s top brass crowded the room. Agrawal’s deputies were there, as were the vice presidents of finance, product, HR, and sales. Even more executives dialed in via video conference from New York and around the world, their faces forming the screen at the end of the room.

It was clear to everyone present that this was Agrawal’s last meeting. He was sitting at the conference table, CFO Ned Segal by his side. The mood was gloomy – everyone in the room knew that many of them would soon be Elon Musk‘s tsunami.

No one was more at risk of firing than Agrawal. For months, Musk had made his disdain for the Twitter chief clear in barbed tweets, terse text messages and explosive video calls. Agrawal had quietly endured most of Musk’s outbursts. Twitter’s battalion of lawyers had advised him not to argue with the billionaire or talk to employees – or even executives – about the deal because anything he said could leak to the media.

After months of silence from the larger group, Agrawal spoke, but remained calm and analytical. “We may close today,” he announced. The court-imposed deadline for Musk to complete the transaction was the next day, Friday, but it seemed he might do it a day early. Agrawal told the executives he was proud of what they had accomplished.

There was no agenda, he told everyone and opened the discussion. “What will happen now?” asked one of the managers present. Segal tried to explain how the deal would go, but said frankly that no one could be sure. After all, the man on the other side of the transaction was unpredictable.

There was still a lot of work to be done to close the deal, but Agrawal gave Twitter executives the freedom to improvise, to talk, to ask whatever they wanted. A meeting like this had never happened before. Sales executives wanted to know what to say to advertisers. HR executives wanted to know what they could say to employees and when they could share information.

Then one of the staff members in the room raised the question that everyone was asking but no one dared to say: “What will happen to you?”

Segal repeated the same phrase he had told employees earlier. “I haven’t spoken to him,” he said. “I’ll stay open until I do.” Agrawal nodded in agreement.

“Each of you has to make your own decision,” Agrawal said.

The executives had countless questions, but their superiors had few answers.

Sensing their frustration, Segal broke down after months of unanswered questions. He fought to keep his composure and told them he didn’t know what was coming next. “People remember how to act when it’s hard, not when it’s easy,” he said, his voice choked with excitement. He was trying to convey the gravity of the responsibility they all had – to the company and to each other – to pull off the sale.

Several of the executives in the room were surprised when Segal, who is usually so smooth, chirpy and talkative, became emotional. When the meeting ended, some of them hugged each other, while others hung back to say goodbye to their bosses.

Mr Antonio Gracias, a private equity investor who was Musk’s close friend and de facto financial adviser on the deal had told the Twitter team on Wednesday that he had the money to complete the transaction. That was a pleasant surprise for Segal, who, upon learning that Gracias had the funds, encouraged the board to move up the deal, the CFO suggested. Completing the deal sooner would give Musk one less day to back out. Although Twitter’s leadership had no idea where some of Musk’s money was coming from — new, unnamed investors had joined Musk’s privatization effort — it was more than willing to accept his $44 billion.

Members of Twitter’s finance teams had taken a gallows humor approach to the deal, jokingly trying to track down Musk’s money. As he sold new tranches of Tesla stock and filed required public disclosures of the transactions, they tallied his funds to find out if Musk had enough cash on hand to buy their company. At one point, Musk’s lawyers also accidentally sent Twitter’s finance team a full spreadsheet of all the people and investment firms they had asked for money from. That mistake was immediately followed by a legal threat to Twitter recipients to delete the email and its contents.

Of course, there was no way of knowing where the billionaire was keeping all his money or what he planned to use it for. Twitter employees debated whether Musk was sitting on a secret stash of cryptocurrency or had obtained new loans using his private SpaceX shares as collateral. Wall Street Journal It was later reported that Musk borrowed $1 billion from SpaceX in October of that year and repaid the money with interest the following month.

Twitter didn’t really care where Musk’s money came from – as long as he paid. But given the number of contracts Musk had already tried to break, nothing was certain. There was a world in which the richest man in the world, they believed, could test the court’s deadline by saying he simply didn’t have the wherewithal to go through with the deal.

In a normal transaction, the buyer would be transparent with the seller about where his money was coming from. But Musk had put all the funds in a single account so Twitter couldn’t trace their origins. Twitter executives believed this was an attempt to protect his investors from scrutiny.

During a phone call with Segal and Twitter’s financial managers and lawyers on Thursday, Gracias changed his mind. His boss did indeed have too little money, Gracias explained. Musk was more than $400 million short, and Gracias demanded that Twitter transfer money from its own coffers to Musk so that the deal could be completed. Segal was speechless. Robert Kaiden, Twitter’s prudish chief accountant and the half-dozen other people who overheard the conversation couldn’t believe what they were hearing.

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