“Are You Saying No to Elon Musk?”: Scenes from the Slash-and-Burn Buyout of Twitter
- by Vanity Fair
- Sep 09, 2024
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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 Twitterâs San Francisco headquarters. After months of tension and worry, there was a grim clarity in the airâMusk was finally completing the acquisition.
Twitterâs top-ranking employees crammed into the room. Agrawalâs 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 Agrawalâs last meeting. He sat at the conference room table, CFO Ned Segal by his side. The mood was somberâeveryone in the room understood that many among them might soon be swept away by Elon Muskâs tsunami.
No one was more likely to be fired than Agrawal. For months, Musk had made clear his disdain for Twitterâs chief executive in barbed tweets, curt text messages, and explosive video calls. Agrawal had taken most of Muskâs outbursts quietly, advised by Twitterâs battalion of lawyers not to argue with the billionaire or speak about the deal to employeesâor even executivesâbecause anything he said might leak to the media.
After months of near-silence to the wider group, Agrawal spoke, remaining calm and analytical. âWe might close today,â 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 theyâd accomplished.
There was no agenda, he told everyone, and opened the discussion. âWhatâs going to happen now?â 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 Twitterâs 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: âWhatâs going to happen to you guys?â
Segal repeated the same line heâd told employees before. âI havenât talked to him,â he said. âIâll remain open until I do.â Agrawal nodded along.
âEach of you needs to make your own decision,â 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 didnât know what was coming next. âPeople remember how you handle yourself when itâs hard, not when itâs easy,â he said, his voice choking with emotion. He tried to express the weight of the responsibility all of them hadâto the company and to each otherâto 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 Muskâs close friend and de facto finance shepherd in the deal, had told Twitterâs 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 Twitterâs leadership had no idea where some of Muskâs money was coming fromânew, undisclosed investors had joined Muskâs take-private effortâthey were more than willing to take his $44 billion.
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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 NeighborNestâs 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 Twitterâs 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, Muskâs 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.
Muskâs allies came without costumes and were given a nickname by skeptical Twitter employees: âgoons.â 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 Muskâs 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.
âMake sure the site doesnât go down,â Musk said. âMake sure no one does anything.â
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 heâd 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 Twitterâs 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 Muskâs concerns. They demanded that Twitter implement a âcode freeze,â preventing any changes to Twitterâs site or apps, effectively grinding half the companyâs 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. Twitterâs employees had been instructed not to follow any commands from Muskâs team unless they received approval from Segal or Sean Edgett, the companyâs general counsel.
âElonâs your boss,â Kissner told the outsiders. âBut heâs not ours.â
Besides, Kissner and Kieran had other work to do. They were responsible for submitting quarterly audits to the Federal Trade Commission that documented Twitterâs compliance with the agencyâs ongoing oversight of the companyâs privacy program. The audits were grueling and deeply detailed, documenting each task Twitter had to do to preserve usersâ 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 accuracyâif anything went wrong, the executives could face criminal charges.
Kissner called Yoel Roth, Twitterâs head of trust and safety, and asked him to manage Muskâs paranoia, summoning him to 1 Tenth, a smaller building connected to Twitterâs headquarters by a skybridge, where Musk and his aides were gathered. Roth opened his laptop and showed Musk the @ElonMusk account in Twitterâs moderation dashboard. Roth was one of the only employees who had back-end access to high-profile accounts like Muskâs, he explained to the billionaire, a security measure that ensured that few employees could tamper with it. Musk seemed reassured.
Vijaya Gadde, Twitterâs 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 worldâs leading banks and law firms, the process was extremely haphazard, Gadde told her associates. The sale of Twitterâone of the biggest moments in Silicon Valley historyâhad been reduced to a stochastic series of wire transfers.
Twitterâs 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 Muskâs payments in escrow until the total amountâ$44 billion plus $2.5 billion in closing costsâwas gathered in full. Gadde constantly called her bankers that afternoon, like a child on a family road trip. Are we there yet?
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