Last Updated on 09/09/2024 by Arun jain
At around 9:00 a.m. on October 27, 2022, Parag Agrawal, the CEO of Twitter, summoned his leadership team into one of the large glass-doored conference rooms that lined the suite of offices on the seventh floor of Twitter’s San Francisco headquarters. After months of tension and worry, there was a grim clarity in the air—Musk was finally completing the acquisition.
Twitter’s top-ranking employees crammed into the room. Agrawal’s deputies were there, as well as vice presidents from finance, product, human resources, and sales. Even more executives dialed in on video conference from New York and around the globe, their faces tiling the screen at the end of the room.
It was clear to everyone there that it was Agrawal’s last meeting. He sat at the conference room table, CFO Ned Segal by his side. The mood was somber—everyone in the room understood that many among them might soon be swept away by Elon Musk’s tsunami.
No one was more likely to be fired than Agrawal. For months, Musk had made clear his disdain for Twitter’s chief executive in barbed tweets, curt text messages, and explosive video calls. Agrawal had taken most of Musk’s outbursts quietly, advised by Twitter’s battalion of lawyers not to argue with the billionaire or speak about the deal to employees—or even executives—because anything he said might leak to the media.
After months of near-silence to the wider group, Agrawal spoke, remaining calm and analytical. “We might close today,” he announced. The court-imposed deadline for Musk to complete the transaction was the next day, Friday, but it seemed he could get it done a day early. Agrawal told the executives he was proud of what they’d accomplished.
There was no agenda, he told everyone, and opened the discussion. “What’s going to happen now?” one executive in attendance asked. Segal tried to explain how the closing would work but said candidly that no one could be sure. After all, the man on the other side of the transaction was unpredictable.
There was plenty of work left to do to finalize the deal, but Agrawal allowed Twitter’s leaders to riff, share, and ask anything they wanted. They had never had a meeting quite like it before. Sales executives wanted to know what they should tell advertisers. Human resources leaders wanted to know what they could tell employees, and when they were allowed to share any information.
Then one of the employees in the room broached the question that everyone was thinking but no one dared say: “What’s going to happen to you guys?”
Segal repeated the same line he’d told employees before. “I haven’t talked to him,” he said. “I’ll remain open until I do.” Agrawal nodded along.
“Each of you needs to make your own decision,” Agrawal said.
The executives had endless questions, but their leaders had few answers.
Segal could sense their frustration and, after months of facing unanswerable questions, he cracked. Fighting to keep his composure, he told them he didn’t know what was coming next. “People remember how you handle yourself when it’s hard, not when it’s easy,” he said, his voice choking with emotion. He tried to express the weight of the responsibility all of them had—to the company and to each other—to see the sale through.
Several of the executives in the room were startled to see Segal, normally polished, perky, and on message, get emotional. As the meeting ended, some of them embraced each other, while others hung back to say their goodbyes to their bosses.
Antonio Gracias, a private equity investor who was Musk’s close friend and de facto finance shepherd in the deal, had told Twitter’s team on Wednesday that he had all the money in place to close the transaction. It was a pleasant surprise to Segal, who, upon learning that Gracias had the funds, nudged the board. They should move up the close, the chief financial officer suggested. Finishing the transaction early would leave Musk one less day to back out. While Twitter’s leadership had no idea where some of Musk’s money was coming from—new, undisclosed investors had joined Musk’s take-private effort—they were more than willing to take his $44 billion.
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Members of Twitter’s finance teams had adopted a gallows humor approach to the deal and made a joke of trying to track Musk’s money. When he sold new tranches of Tesla stock and filed the required public disclosures of the transactions, they tallied up his funds, trying to figure 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 from which they solicited money. That screwup was immediately followed by a legal threat to the Twitter recipients to delete the email and its contents.
Of course, there was no way of knowing where the billionaire kept all his money or how he planned to use it. Twitter employees debated whether Musk was sitting on a secret stash of cryptocurrency or had obtained fresh margin loans using his private SpaceX shares as collateral. The Wall Street Journal later reported that Musk borrowed $1 billion from SpaceX that October, paying the money back with interest the following month.
To Twitter, it didn’t really matter where Musk’s money came from—so long as he paid. But given how many agreements Musk had already tried to break, nothing was certain. There was a world where the richest man on earth, they believed, could test the court-appointed deadline by saying he simply did not have the available funds to do the deal.
In a normal transaction, the buyer would be transparent with the seller about where his funds were flowing from. But Musk, in what Twitter executives believed was an effort to protect his investors from scrutiny, had dumped all the funds into a single account so that Twitter couldn’t trace their origins.
On a call with Segal and Twitter’s finance executives and lawyers on Thursday, Gracias changed his tune. His boss was actually short, Gracias explained. Musk was missing more than $400 million, and Gracias demanded that Twitter wire money from its own coffers to Musk so that the deal could close. Segal was dumbfounded. Robert Kaiden, Twitter’s strait-laced chief accounting officer, and the half dozen other people who listened in to the conversation couldn’t believe what they were hearing.
Gracias knew that Twitter had more than $2.5 billion in cash on its balance sheet. And with Musk still short on financing—some of the expected funds had not arrived at that moment—the private equity buff tried to pull a mafioso move.
“You need to wire us the money,” he growled. It wasn’t clear to the listening Twitter executives what had changed from the previous day, when Gracias said Musk had his funds ready. But Twitter had the cash, and it would be Musk’s soon enough anyway once he owned the company, Gracias reasoned. Why not simply use Twitter’s own money to shore up the remainder of the financing and make this easier for everyone?
But the Twitter executives didn’t trust Gracias, given Musk’s attempts to back out of the deal earlier that year. What if they did wire the sum and Musk once again tried to call the whole thing off? “No one on this call has the authority to do that,” Segal replied.
Segal knew better than to refuse Gracias’s request, potentially handing Musk a reason to blow up the deal during its final hours. He wouldn’t say no, but he couldn’t agree either. So he kept his answer open-ended but truthful, focusing on the fact that only the board had the authority to consider and authorize a last-minute transfer of funds.
“You’re not going to wire me the fucking money?” Gracias said, becoming more impatient. “Are you saying no to Elon Musk?”
“I’m just saying that no one on this call can make the decision to send the money,” Segal responded. He was the highest-ranking Twitter executive in attendance, and no board members were dialed in. If there was any possibility of Segal staying to work for Musk, it evaporated at that moment. At one point, Marty Korman, a prominent tech M&A attorney for Twitter who was also on the call, asked Musk’s lawyers to keep Gracias in check.
As the call ended, Twitter’s finance executives gossiped amongst themselves about the demand, which they found inappropriate. Musk had agreed to find the funds, independent of Twitter, at the price he set himself. They couldn’t move Twitter’s cash around in some corporate shell game just to appease him. “This feels a bit fucked up,” one member of Twitter’s C-suite told Julianna Hayes, the senior vice president of finance. Others thought it was potentially fraudulent and criminal.
An hour or so later, Gracias called back. He’d found the money from somewhere else, he said. Some Twitter executives speculated that they had gone back to Qatar’s sovereign wealth fund, but could never confirm it. The deal could proceed.
The final scramble to close and the strange backroom calls never trickled out to Twitter’s rank and file. But throughout the building, the atmosphere was tense. Some employees trickled into the office early on Thursday, rubbernecking to catch a glimpse of the billionaire and witness history. Others had already planned to be in the office that day for a Halloween party, which had long been scheduled for that afternoon.
Twitter and its employees took the holiday seriously, dubbing the party, which took place in offices around the world, “Trick or Tweet.” In London, staffers on the corporate events team had blanketed the office in piles of decorative pumpkins and black paper cutouts of bats, while the New York office featured bales of hay and fake cobwebs that draped over giant hashtags and @-sign statues. In Mexico City, workers prepped for a spooky art session, in which employees would get individual canvases to paint jack-o’-lanterns. At noon in San Francisco, workers were adding the finishing touches, stringing up lights in the ninth-floor common area, organizing group costumes, and setting up tables that employees’ children would visit to trick-or-treat. Everyone was encouraged to invite loved ones to the festivities.
But no number of pumpkin-flavored cocktails or pieces of candy could cut the tension. Workers hovered in communal areas, ignoring work, which seemed pointless considering the looming ownership change. People gossiped and compared notes as the San Francisco office became one large, rumor-swirling game of telephone. What did you see yesterday? Who did you meet? What have you heard?
Others tried to maintain normality. Across Market Street from Twitter’s headquarters, some employees opened the doors to NeighborNest, a community center the company had funded. NeighborNest had been in the works since before the pandemic, when Twitter struck a deal with the local government to keep its offices in San Francisco in exchange for a tax break on payroll. Instead of decamping to the peninsula and building offices alongside Google and Facebook, Twitter agreed to stay on the ramshackle Market Street and contribute to its revitalization. As part of the plan to give back, the community center would offer technology courses to the neighbors, helping them catch up to the wave of techie newcomers sweeping into the city and driving up rents. But the entire endeavor had stalled during the COVID years.
On Thursday, NeighborNest finally reopened to the public. Twitter had bought up hundreds of laptops and partnered with local groups to bring in a crowd of recent immigrants from Central and South America for technology training and a laptop giveaway. A young mother of three cried with excitement when she received her computer, and the Twitter employees shelled the laptops out as quickly as possible, nervous that Musk would barge in and shut the whole thing down. They were painfully aware that NeighborNest’s first event was also likely to be its last.
After the training was over, the employees drifted reluctantly back across the street to join the Halloween party. Their excitement at doing something good for the community quickly gave way to fear.
In the executive suite, some of Twitter’s leadership wondered if they should include Musk and his henchmen to give them a taste of what the company was about. They mused about getting X, Musk’s young son, a last-minute costume so he could be like one of the other kids and join in the festivities. Unsure how their future boss would react, they eventually decided against it. In late September, when Musk agreed to close the deal, Twitter had already ordered him a welcome box of swag that included a custom letterman jacket and other Twitter-branded goodies, running up a tab of $6,397. Getting presents for X, too, might overdo the welcome.
Musk’s allies came without costumes and were given a nickname by skeptical Twitter employees: “goons.” They meandered through the halls as they awaited instructions, the glares of Twitter workers burning into the back of their necks. Some of them, engineers who came from Musk’s other companies including Tesla and SpaceX, felt awkward invading Twitter, but they knew they served the whims of one man. In a brief meeting with the billionaire that morning, some of the engineers received a clear directive from their boss.
“Make sure the site doesn’t go down,” Musk said. “Make sure no one does anything.”
As the closing of the deal crept closer, the billionaire became increasingly paranoid, just as he had done in times of crisis at SpaceX and Tesla. All the Twitter employees hated him, he believed, and he’d seen some of them tweeting openly about their opposition to his ownership. Musk told people he was worried about a scenario in which a vigilante deleted some of Twitter’s code, tampered with his account, or unleashed a cyberattack that took down the site and humiliated him.
Several Musk company engineers rounded up the Twitter executives they thought would be able to prevent a disgruntled employee from going rogue, including Lea Kissner, the chief information security officer; Carrie Fernandez, vice president of engineering; and Damien Kieran, chief privacy officer, to relay Musk’s concerns. They demanded that Twitter implement a “code freeze,” preventing any changes to Twitter’s site or apps, effectively grinding half the company’s work to a halt.
The Twitter executives pushed back. Even though his people were on the ground and in the Twitter office, Musk had not yet closed the deal. He was not the owner and had no right to order them around. Twitter’s employees had been instructed not to follow any commands from Musk’s team unless they received approval from Segal or Sean Edgett, the company’s general counsel.
“Elon’s your boss,” Kissner told the outsiders. “But he’s not ours.”
Besides, Kissner and Kieran had other work to do. They were responsible for submitting quarterly audits to the Federal Trade Commission that documented Twitter’s compliance with the agency’s ongoing oversight of the company’s privacy program. The audits were grueling and deeply detailed, documenting each task Twitter had to do to preserve users’ privacy and the specific employee who was responsible for making sure that task got done. The next report was due in two weeks, and Kissner and Kieran were both legally liable for its accuracy—if anything went wrong, the executives could face criminal charges.
Kissner called Yoel Roth, Twitter’s head of trust and safety, and asked him to manage Musk’s paranoia, summoning him to 1 Tenth, a smaller building connected to Twitter’s headquarters by a skybridge, where Musk and his aides were gathered. Roth opened his laptop and showed Musk the @ElonMusk account in Twitter’s moderation dashboard. Roth was one of the only employees who had back-end access to high-profile accounts like Musk’s, he explained to the billionaire, a security measure that ensured that few employees could tamper with it. Musk seemed reassured.
Vijaya Gadde, Twitter’s top legal and policy executive, decided to work from home and avoid any possible mess that might await her at the office. She expected the deal might close that day, and Segal had confirmed her suspicions.
Most of the paperwork had been signed and cleared by lawyers, but Twitter still waited for all the money to arrive. For a massive deal brokered by the world’s leading banks and law firms, the process was extremely haphazard, Gadde told her associates. The sale of Twitter—one of the biggest moments in Silicon Valley history—had been reduced to a stochastic series of wire transfers.
Twitter’s bankers at Goldman Sachs sat refreshing the screens of their web browsers. They were logged in to view a third-party administered account, which held Musk’s payments in escrow until the total amount—$44 billion plus $2.5 billion in closing costs—was gathered in full. Gadde constantly called her bankers that afternoon, like a child on a family road trip. Are we there yet?
While she waited for Musk’s payment, Gadde also scrambled to get cash out the door for Bill Savitt and his team of attorneys at Wachtell, Lipton, Rosen & Katz, who had represented Twitter when the company sued Musk to prevent him from backing out of his agreement to buy the company. After the board signed off on Wachtell’s $90 million invoice that morning, it was her duty to make sure the lawyers actually got paid before Twitter changed hands. Just after noon, Twitter’s accounting department approved the eye-popping wire transfer from the company’s Citibank account. At 3:50 p.m., just ten minutes before the deal closed, the transfer was posted.
Once Musk’s money arrived, the final step in the sale was Gadde’s. She had already signed her name to the merger certificate and nodded her approval for it to be sent off, officially relinquishing control of Twitter to Musk. Then her lawyers shipped the freshly signed document to Delaware’s Division of Corporations, the government agency that oversees the more than a million companies that claim the tiny state as their home.
Gadde sat back in her chair and let relief and grief wash over her in alternating waves. Her home office, lined with white bookshelves and artfully arranged plants, was strangely quiet after the frenetic sounds of her constantly buzzing phone died down.
She had sold Twitter.
As Gadde prepared to send off the merger certificate bearing her signature, the final step in closing the deal, Segal walked into Agrawal’s office. It was time.
Agrawal had never gotten a chance to finish decorating the space, and a few pieces of unhung art leaned against the walls. The chief executive’s standing desk overlooked several tall, narrow windows with a view of Market Street.
Segal held his cell phone in one hand, a video conference with Gadde and Twitter’s external lawyers still playing in the background. The people on the call watched as he gestured for Agrawal to come with him. The deal was imminent. It was best that they leave the premises on their own terms before Musk made them do so. Agrawal nodded solemnly and hit send on an email explaining that, now that the company was private, a new contract outlining the terms of his employment would need to be drawn up if Musk wanted him to stay, and that he stood ready to discuss the future of the company with its new owner.
Realistically, though, he knew there was little chance Musk, with whom he had battled for the last few months, would want him around. He gathered his things and walked out of his office for the last time.
Segal, still on the video call, framed his face with his iPhone as he walked through the office. He didn’t stop to warn the employees who were still working about what was coming, although he had told a few trusted senior executives that he planned to go. He shoved open the security door and walked into the stairwell, Agrawal in tow. They descended from the ninth floor down into the parking garage, avoiding the television crews that were waiting on the street with cameras. Segal’s Wi-Fi connection faltered and his video flickered in and out, giving the others on the call the impression that the CFO was about to disappear. He said an abrupt goodbye to Agrawal before jumping in his car, and, with the video still rolling, pulled out of the garage. Agrawal got into his car, too, and drove out into the bright October sunlight of San Francisco, just another software engineer heading for home.
Segal had exited the building with little fanfare. Among those on Segal’s team who were unaware of his departure was Jon Chen, a vice president of corporate development.
A nine-year Twitter veteran, he lived in Los Angeles and had come north to headquarters only a few times in recent years. Typically the place had been empty, but with the Halloween party and the rumblings of the takeover, the office was busier than ever. People had come to witness history or drink their worries away.
Chen had arrived at San Francisco International Airport that abnormally clear morning on a one-way ticket, at Segal’s request. He had no hotel reservation and didn’t know how long he’d stay in the city, but the previous day he had logged in to a video call from his home to find Gracias staring back at him. He was joined by several of Musk’s closest advisers, including Jared Birchall, the head of Musk’s family office; Steve Davis, an executive at his tunneling startup The Boring Company; and David Sacks, a venture capitalist who was helping with the takeover.
Musk had tasked his friends, who became a de facto transition team, with scouting out Twitter employees best suited to bring about his vision. He believed that Twitter was a bloated company with too many managers. But he also thought there’d be a few motivated individuals outside of the untrustworthy C-suite who would leap at the opportunity to work for him. It was his transition team’s job to locate them.
Chen, a gregarious former investment banker at Morgan Stanley, was one of the people on their list. Unlike some of his colleagues, he wasn’t morally opposed to the idea of working for Musk. But he remained hesitant. To Chen and the other select Twitter employees who were invited to meet with Musk’s goons, these conversations felt like auditions, in which they tap-danced for the outsiders in a desperate attempt to keep their jobs.
Chen was immersed in the financial discussions during the topsy-turvy negotiations with Musk and had steeled himself for antagonism from Musk’s friends. But when he joined the call with them on Wednesday, they weren’t adversarial at all. The men peppered him with questions about Twitter’s strategy for mergers and acquisitions, and Chen found common ground with them. Gracias and Sacks were investors, and Chen played up his investment banking background. He ended the hour-long call with a sigh of relief. That felt…normal, he thought to himself.
The meeting had gone well, Segal told him on a call later that Wednesday night. Musk’s people had asked to meet Chen in person. He took the hour flight up to San Francisco on Thursday morning with little more than his laptop and a few changes of clothes. Without an assigned desk in the office, he found himself milling around as he waited to be summoned to Musk’s war room.
Shortly after Segal and Agrawal fled the building, Chen finally got the call and walked over to the conference rooms in 1 Tenth where Musk held court. Chen waited inside, as people filed in and out of Musk’s room, and spotted some of the men who had interviewed him over video the day before. They shook hands and launched into more of the same discussion.
Chen sensed he had won them over. Davis and Birchall spoke about what Musk wanted as if they were his disciples, reverently laying out his plans to transform Twitter. Sensing opportunity, Chen riffed off their proclamations with his own hopes for what the billionaire could build. As a finance pro, he was not involved in product or engineering at Twitter and he knew his suggestions weren’t exactly novel ideas. The way Musk’s transition team hung on his words made him wonder how much actual thought they had given to how they would run the company.
“We should obviously be taking advantage of payments on the platform,” he said. The goons’ eyes lit up as if he had said the magic words.
“Maybe we could build for less appreciated communities that are already on Twitter,” he later suggested.
“Like what?” Davis asked.
“Well, like gamers,” Chen said matter-of-factly. “These are highly monetizable communities. They spend all types of money on in-app purchases. Why aren’t we focused on that type of stuff?” Chen said. The men’s faces melted.
“You have to tell Elon what you’ve been telling us,” Davis said.
After the lengthy discussion, Musk strode to the room and sat down opposite Chen, much larger in real life than what the finance exec had expected. At first, Chen felt he was interviewing for his job, but he was now confident he’d be sticking around. Why else would the world’s richest man be asking for his ideas?
Musk listened as Chen shared his ideas, but the conversation was halting. Lawyers constantly bustled in and out with stacks of paperwork, which Chen strained to read. He had expected the closing to run up to the Friday deadline, but the flurry of lawyers, bankers, and documents led him to realize: Oh shit, the deal is closing right now.
Chen was the only Twitter employee in the room as Musk bought Twitter. Musk was nonchalant, barely glancing at the papers he autographed, as if he was signing a check for dinner at the end of the night. Watching the casualness with which Musk closed one of the most momentous deals of all time was jarring.
And then someone opened the door: “We are closed!” A shock wave of excitement rushed through the room and a smile crept across the face of Twitter’s new owner.
The bankers high-fived and Musk laughed, his months-long, on-again, off-again pursuit of the world’s town square finally completed with a few signatures and wire transfers. Chen sat across from his new boss, stunned.
“Do you guys need me to step out?” the Twitter vice president asked the room.
“No, no, no, you’re good,” Musk replied. Then he slammed his fist on the table and let out what could only be described as a battle cry.
“Fuck Zuck!” Musk shouted.
Chen couldn’t fathom why Musk, in a moment of celebration, fixated on the founder of Facebook. Perhaps the Twitter deal was Musk’s attempt to lay siege to Mark Zuckerberg’s social media empire, or maybe he had some long-standing score he wanted to settle. Whatever the case, Chen didn’t feel that he could ask.
The conversation between Chen and Musk lasted a few more minutes. As the celebrations trailed off, the Twitter executive could hardly focus on what was being said. He exited the conference room in a daze and started his trek back to the main office building. In the hall, he walked by a group of Musk’s bankers from Morgan Stanley, who celebrated the completion of the deal in a frenzy, whooping and laughing. Chen said nothing. He continued out a set of doors that separated Musk’s restricted area from where regular Twitter employees were working on an open floor.
The threshold marked a stark difference between worlds. Behind him was the sheer joy of corporate conquest. In front of him, people were crying. They were executive assistants who had served the likes of Agrawal, Segal, and Gadde. As Chen was in the conference room watching Musk close the deal, the billionaire had ordered the firing of Twitter’s chief executive, chief finance officer, and its two top lawyers.
From Character Limit: How Elon Musk Destroyed Twitter by Kate Conger and Ryan Mac, to be published on September 17, 2024 by Penguin Press, an imprint of Penguin Publishing Group, a division of Penguin Random House LLC. Copyright 2024 by Kate Conger and Ryan Mac.
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