The exhibits, and why they circulate in fragments
This is an OCR conversion of Exhibits H and J from the Twitter v. Musk litigation. Some conversations have been de-interleaved, and the scan was turned into text for easier reading.
The purpose was simple reading, and the reading produced a conclusion: most retellings of these texts are misleading in one direction or another. Selective quoting lets a journalist build the story that fits an agenda, and unfamiliarity with what actually matters produces accidental distortion. The texts aren't long. Reading them whole is better than reading excerpts, with the caveat the texts themselves make obvious — parts of some conversations simply aren't included.
For comparison against other executive and leadership correspondence, the Microsoft emails and memos from the DoJ case and the Enron email dataset are the useful reference points. OCR means OCR errors; corrections are welcome.
Account access, board courtship
Locked out of Twitter (2022-01-21 to 2022-01-24)
Alex Shillings, IT specialist for SpaceX/Elon, notices password reset attempts and a deactivation email in spam and asks whether the account is still accessible.
Elon hasn't tried recently and is staying off Twitter. He confirms two-factor is enabled via the confirmation app and says it's someone trying to hack the account. Internal Twitter teams treat the account as high profile and have made team-level changes hard; Shillings FaceTimes to confirm identity and expects the reset to SMS soon. Elon offers to FaceTime directly. He's unsure how Twitter worked on his new phone without the backup code.
Shillings proposes disabling all 2FA so he can sign in and re-enable it, coordinating with Twitter's head of Trust & Safety, asking whether Elon is free in 90 minutes and whether EMDesk SpaceX is still his primary calendar. Elon says yes but can step off a call briefly. The follow-up rule from Shillings: once 2FA is off, sign in immediately and re-enable under Settings > Security and account access > Security > 2FA, app-only suggested, and save the backup code.
Egon Durban (2022-03-26 to 2022-03-27)
Elon asks Durban by text to call about the Twitter board; Durban replies that he has a follow-up and they should chat that day.
Three-way introductions (2022-03-27 to 2022-03-31, with adjacent one-to-ones)
Egon Durban connects Elon with Parag Agrawal (CEO), Bret Taylor (chairman) and Martha (head of nom/gov), stating everyone is excited about Elon's involvement and that the next step is a chat so things move fast. Parag, Martha ("chair of Twitter nomgov", writing from Europe, making anything work) and Elon trade availability; Elon suggests a call late Central time, saying he's usually up until ~3am. Martha proposes 10am CET and later asks who in Elon's office their GC can talk to.
Separately, Bret Taylor (2022-03-27) asks for a call, says Parag is eager to speak today, and they settle on 7pm; Elon mentions a minor case of Covid. Parag (2022-03-27) proposes flexibility, they settle on around 8; Elon notes he's just finishing a Tesla Autopilot engineering call.
The group chat (2022-03-31 to 2022-04-01) fixes the in-person logistics: Elon lands in San Jose around 2pm and departs around midnight with 10 flexible hours; Bret's "tomorrow" question is answered with "Today"; Bret moves his flight from NYC to land 6:30pm in San Jose and finds a private residence near San Jose for 7pm. Elon says Jehn had a baby and he's trying no assistant for a few months, and that he may arrive closer to 7:30. Bret reports tractors and donkeys, then abandoned trucks; Elon jokes about Airbnb's algorithm and a post-apocalyptic movie set. Elon raises crypto spam as a major blight that scams innocent people, and calls it a great dinner afterwards, with dye added by dystopian surveillance helicopters.
Registering interest before there's a deal
TJ (2022-03-24) asks whether Elon can buy Twitter and delete it, calling the Babylon Bee suspension crazy, then asks about buying it and making it radically free-speech. Elon's reply: maybe buy it and change it to support free speech properly. TJ's follow-up argues social media is the scourge of modern life, Twitter worst of all because it is both a news stream and a social platform, easy to exploit and used by radicals for social engineering at scale; asks Elon to do something about woke-ism and offers any help.
Joe Lonsdale (2022-03-24 to 2022-04-06) says he's speaking to over 100 members of Congress at the GOP policy retreat and pushing the open-source-the-algorithm idea, glad to be able to cite Elon. Elon agrees that hidden corruption is the problem. On 2022-04-04 Lonsdale is excited about the stake and guesses the board doesn't see full reporting on censorship decisions; on 2022-04-16 he relays that Governor DeSantis called with ideas to help and that the public is rooting for Elon, offering a chat.
Jack Dorsey (2022-03-26) says a new platform is needed and it can't be a company — that's why he left — then explains he believes it must be an open source protocol funded by a foundation that doesn't own it, like what Signal has done, with no advertising model, because otherwise governments and advertisers have surface area to influence it and a centralized entity gets attacked. He goes off the Twitter board mid May and then out of the company; Twitter started as a protocol and should never have been a company, which was the original sin. Elon wants to help. Dorsey says he meant to talk after being all clear, that he tried hardest to get Elon on the board when the activist came in and the board said no, which is about when he decided to work toward leaving. He explains the board is risk averse and saw adding Elon as more risk; he had one vote, ~3% of the company and no dual-class shares. Elon wants both to move Twitter in a better direction and to do something new that's decentralized.
Larry Ellison asks to chat, saying another Twitter is needed. On 2022-04-17 Elon asks whether he's interested in participating in the deal; Ellison says yes. Asked roughly what dollar size, Ellison says a billion "or whatever you recommend"; Elon recommends $2B or more, noting the deal is oversubscribed so he has to reduce or remove participants, and that he'd rather have Ellison than anyone else. On 2022-04-26 Ellison confirms $2B.
"Dr Jabour" (2022-03-27 to 2022-04-24) writes about a latter-day Gutenberg bringing back free speech and buying Twitter, then on 2022-04-24 about a Twitter board member "scurrying around unbalanced", signing off as Brad.
Will MacAskill (2022-03-29 to 2022-04-01) raises Sam Bankman-Fried's long-standing interest in buying Twitter and making it better for the world, offering an introduction on Signal. Asked whether Bankman-Fried has huge amounts of money, MacAskill says he's worth $24B, early employees with shared values bring it to $30B, and quotes Bankman-Fried's ranges: "~$1-3b would be easy-$3-8b I could do ~$8-15b is maybe possible but would require financing". MacAskill says he'd meet in Austin, vouches strongly, and makes the intro (Signal didn't work; iMessage instead), later sharing two Future Fund tweets including the launch tweet about moving $100M-$1B that year.
Mathias Döpfner (2022-03-29 to 2022-04-14) proposes that Elon buy Twitter and that Axel Springer run it, establishing "a true platform of free speech", and calls it doable. After the 2022-04-04 investment news he asks whether they should join the project. On 2022-04-06 he sends a plan: the status quo — de facto public town square that doesn't adhere to free speech principles, core product decent but not serving democracy, business model a dead end given a flat share price; the goal — make Twitter the global backbone of free speech and shift to a combination of ad-supported and paid; the game plan — (1) "Solve Free Speech", step 1 by radically reducing Terms of Service of hundreds of pages to a short list, step 2 by making Twitter censorship-resistant, keeping work going on a decentralized social network protocol such as BlueSky, running the backend on decentralized infrastructure and opening APIs back to the roots, with Twitter as one of many clients and a marketplace of algorithms so users can pick another if they don't want to be offended; (2) "Solve Share Price" — ad revenues growing steadily enough to fund operations, MAUs flat, no structural growth, share price flat, no confidence in the existing model. On 2022-04-14 he notes Die Welt's editor gave an interview about why he left Twitter, criticizing exactly what Elon likely wants to change.
The signatures that follow the money (Schedule 13D, filed 2022-05-05)
- HRH Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud (Kingdom): ~$1.9B
- Lawrence J. Ellison Revocable Trust: $1B
- Sequoia Capital Fund, L.P.: $0.8B
- VyCapital: $0.7B
- Binance: $0.5B
- AH Capital Management, L.L.C. (a16z): $0.4B
- Qatar Holding LLC: $0.375B
- Aliya Capital Partners LLC: $0.36B
- Fidelity Management & Research Company LLC: ~$0.316B
- Brookfield: $0.25B
- Strauss Capital LLC: $0.15B
- BAMCO, Inc. (Baron): $0.1B
- DFJ Growth IV Partners, LLC: $0.1B
- Witkoff Capital: $0.1B
- Key Wealth Advisors LLC: $0.03B
- A.M. Management & Consulting: $0.025B
- Litani Ventures: $0.025B
- Tresser Blvd 402 LLC (Cartenna): $0.0085B
- Honeycomb Asset Management LP: $0.005B
Papers, the 8-K, new money (2022-04-03 to 2022-04-29)
Elon connects Martha to Jared Birchall, who runs his family office, and tells Jared there's important paperwork so he can hopefully join the Twitter board. Martha will put Sean Edgett, GC at Twitter, in touch with Jared, who asks for a call or the docs by email. On 2022-04-04 Martha asks Elon to relay what the board just finished; the next morning she says he woke up to quite a storm, that Bret relayed agreement to move quickly, and that the standstill discussed — the same as Egon's and Silverlake's — is coming, and they want it done in a couple of hours. Elon, just up after Bret's call and an arrival from Berlin around 4am, says to send to both of them, by text or email. Martha sends the Twitter Cooperation Agreement draft (April 4, 2022, .docx), "same as Egon's but even more pared back", by text and email.
In parallel: Bret Taylor (2022-04-03) wants to talk before or after a hike with his wife and looks forward to working together; Parag Agrawal (2022-04-03) is excited about the opportunity and wants to use Elon's time as effectively as possible; Dorsey (2022-04-03) says he heard good things are happening; Ken Griffin (2022-04-04) says "Love it !!". On 2022-04-04 Bret asks to speak ASAP given the SEC filing to coordinate communications. A redacted party sends a Revolver News link outlining what might happen — blame the platform for its users, coordinated pressure campaign, exodus of the bluechecks, deplatforming — "It will not be easy. It will be a war. Let the battle begin," plus advice on navigating the return of right-wingers and putting someone with a savvy cultural/political view, "a Blake Masters type", in charge of enforcement.
On 2022-04-04 Elon tells the board group: thank you for considering him, but current time commitments prevent him from being an effective board member. Joe Rogan asks whether he'll liberate Twitter from the censorship happy mob; the answer is that he will provide advice, which they may or may not follow. "Kyle" jokes about busting people out of Twitter jail; Elon says he doesn't have that ability.
Parag Parag (2022-04-04 to 2022-04-05) sends an updated agreement — "Approved" — and then a draft board announcement: appointing @elonmusk to the board, citing conversations over recent weeks and the value of a passionate believer and intense critic of the service in the boardroom — then posts it. Elon says he just had a great conversation with Jack and wants to unwind permanent bans except for spam accounts and those that explicitly advocate violence. Parag agrees 7pm works. On 2022-04-05 Martha is thrilled, apologizes for the bump of the first agreement — "I'm not a good manager of lawyers" — and looks forward to meeting. Bret is grateful it worked out; Dorsey thanks Elon and posts a link, then tells him Parag is an incredible engineer, the board is terrible, and that he's always available, adding that he couldn't be happier and got very emotional when he learned it was finally possible. Elon asks Jack to be super vocal if he's doing something dumb; Jack trusts him but will.
On 2022-04-06 Ira Ehrenpreis offers tips if Elon joins the nom/gov or comp committees; Elon says he didn't even want to join the Twitter board and they pushed hard. Justin Roiland (2022-04-06 to 2022-04-08) asks about connecting an identity-verification program that would show people are real and not a troll farm; Elon notes he owns just 9% of Twitter and doesn't control the company, and will raise the identity issue with Parag. Gayle King (2022-04-06 to 2022-04-14) pushes for a sit-down and a 24-hour edit feature; Elon says the edit button is coming, that owning ~9% is not quite control, and that Twitter should move more to the center, which Parag already thought before he came along. On 2022-04-18 Elon floats that maybe Oprah would be interested in the board if his bid succeeds, "wisdom about humanity and knowing what is right are more important than so-called 'board hygiene' skills".
Dorsey (2022-04-25) thanks him with a heart; Elon says he's basically following Jack's advice, and Jack says it's the right and only path.
Aspirants. Omead Afshar (2022-04-14) thanks Elon for what he's doing, argues a truly free-speech global platform matters, notes companies adopt content moderation that shifts with ownership and advertisers, and remarks on a Saudi Arabian prince's leverage. Musk's later reaction (Exhibit J, 2022-04-15): he laughs at that line. Adeo Ressi (2022-04-14) wants Elon to buy and fix Twitter; on 2022-04-25 he sends the deal-announcement image — "Good thing" and a note that Elon has had fix-it ideas for a long time. James Musk (2022-04-25) congratulates and says the bot problem is super important to solve; Elon calls it severe. Reid Hoffman (2022-04-27) says he'll connect Elon with Satya (to be presumed as Satya Nadella, Microsoft CEO); a group text connects them and Nadella coordinates a time. Nadella can do the next evening or weekend, wants to follow up on Teams feedback, and Elon says he can talk now. Elon asks Hoffman about investing in the take-private; the answer is that it's way beyond Hoffman's resources, and the topic of ventures comes up briefly. Elon says there's plenty of financial support but he's a friend so he'd get priority; asked for the biggest size that would be all right after consulting with LPs, Elon says "$2B?" — probably doable, let me see — and arranges a Morgan Stanley connection. Hoffman knows Michael Grimes and says the Morgan Stanley deal team is excellent, having taken U public and done the MSFT-U deal with them.
Brian Acton (2022-04-27) is contacted about Twitter DMs: they should be end to end encrypted, obviously, and the question is redundancy with Signal versus integration. Asked for transition-plan elements and a call that night, with anyone from Twitter welcome, Elon names headcount and expense growth as his biggest concern — Twitter has roughly 3X the headcount per unit of revenue of other social media companies, which he considers very unhealthy. David Sacks (2022-04-25 to 2022-04-28) declines to connect Justin Amash while Elon doesn't yet own Twitter (the pitch: experience on speech and moderation, governance, and future threat to Section 230 — "I believe I am not a useful connection" isn't it, exactly, but reason enough to ask), and on 2022-04-28 both Sacks and his fund are offered participation: Sacks can do it personally or raise an SPV. At the end, Elon tells Grimes there's no response from Bret, not even interest in talking; it may be best to release the debt tomorrow and it might take a while.
Jason Calacanis (2022-04-14 to 2022-04-15) urges raising the offer to $54.21 as "the perfect counter", argues cleaning up bots and spam is less complicated than Tesla self-driving edge cases, and asks why blue checks should be limited to the elite, press and celebrities. Then, a revenue-per-employee comparison: Twitter, at $5B revenue over 8k employees, is $625K per employee in 2021, versus $1.9M at Google and $2.37M at Apple, with Twitter at 3k employees reaching $1.66M, closer to industry standard. Elon calls it insane potential for improvement. Calacanis notes a two-day-a-week office requirement as 20% voluntary departures and says he hated the Blue feature list (worth paying to turn off) — "what an insane piece of shit!", Elon agrees, then a pivot to whether he should stop discussing Twitter on the platform. Calacanis raises the "Ten day vacation in Hawaii" question around Agrawal; the exchange is adversarial. He then proposes: five teams with five northstar metrics — legacy ops (uptime, speed); membership (remove bots while pushing users to pay for "Real Name Memberships" at $5 a month or $50 a year, including 24-hour customer service); payments (% of users who connected a bank account or made a deposit); creators (give creators the best revenue split in the industry, and promotion); transparency (make the algorithm and moderation understandable and fair). Also: a "year one" sprint, return to offices within 60 days unless there's extraordinary contribution need, hard rework the organization, and a series of speculative revenue figures: five teams, no title-level; Twitter's revenue per employee at 3k rather than 8k; "Days of sharpening the blade"; the video-creator split ($1M ad revenue allocated, then split); move HQ to Austin; premium DM access at $0.01 per follower per year for up to one DM per follower per day, or $5,000 for 500,000 followers, promoted from the host with an example being Justin Bieber sending his fans a $10M merchandise or ticket offer. Plus broad assertions: the "potential for improvement" is insane, the product roadmap beyond obvious, "Premium features abound ... and twitter blue has exactly zero".
Elon asks if Calacanis wants to be a strategic advisor, and Calacanis says board member, advisor, whatever: "you have my sword". He's called a mind reader, "Put me in the game coach!", Twitter CEO is his dream job, and it will take a few months for the deal to complete before Elon is actually in control. Mike Pop asks when he starts, with the same answer about the months-long timeline and reminder on AI bot detection ("broker better AI to detect bots the second they pop up", "defiantly things can be better and more culturally engaged"). The day before (2022-04-14) Bland Austin of Punchbowl News and Omead Afshar reach out; Farewell's "I will be universally beloved ... it is so easy to please everyone on twitter" is accompanied by Mark Bell's crack that blue checks think it's the common touch. Reid Hoffman (2022-04-27) again: don't speak until you own it, and Hoffman relents on the possibility of a venture round. On 2022-04-27 Elon texts Brian Acton (interim CEO of Signal) about DMs, calls encryption "obv", and wonders whether to use redundancy with Signal or integrate it. On 2022-04-29 Steve Jurvetson offers a candidate to run the revamp as a CXO under Elon; Elon has no LinkedIn and thinks there will be no CXO titles, though there's a remote possibility, and says to send anyone who actually writes good software, not managers. Jurvetson's framing — my son at Reddit and other young people and who will manage the software people — is met with "I will oversee software development" and "Send me anyone who actually writes good software"; the takeaway is coders, not management: "Twitter is a software company (or should be)". As with Acton: the problem in question is "I interface way better with engineers who are able to do hardcore programming than program manager/MBA people") rises under Brand Name rather than under these general exchange comments; several of the excerpts in this trajectory can be read only in the light of the whole thread, as the source flatly says, even in this OCR rendering, before later installments cover the aftermath of the litigation.
Employee q&a and the pivot (2022-04-07 to 2022-04-10)
Parag writes about ideas and lower-friction ways to explore them; Elon has a thought that could take out two birds with one stone and asks for Parag's email. Parag asks for a remote employee q&a next week despite travel: 10-15% in person, so virtual anyway, with 45 minutes on Wednesday or Thursday at 11am Pacific, wanting global attendance. He wants to hear more; Elon wants a Twitter engineering update so his suggestions are less dumb. Parag will set up a product-and-eng conversation ahead of the q&a, expects questions about the future of Twitter, why it matters, what Elon wants to change, and some from people upset about his involvement, and says the goal is for people to hear him speak rather than assume from media stories. Elon picks 11am PT on Wednesday (and then separately confirms Thursday 11 PT) — so a small eng/product call Wednesday and the AMA Thursday. Parag relays that his internal email about the AMA leaked, along with internal Slack messages, linking to the Washington Post story, saying there's a large silent majority excited about Elon and none of it is a surprise; Elon says "Seedy" and then "awesome (damn autocorrect!)" — the classic mismatch. Parag is flexible after 5:30pm Pacific, says the content is saddening for the leadership but helpful for moving the company forward. Elon says he has a ton of ideas and will stop if he's pushing too hard; Parag wants to hear all of them and tell him which will progress and which won't and why. Elon wants the engineering update; Parag was CTO and has been in the codebase a long time and says he can answer many questions; Elon says he interfaces way better with engineers who do hardcore programming than with program manager/MBA types, and loved the CTO point. Parag offers: treat me like an engineer instead of a CEO in the next conversation, "you and I code" then. "I hate doing mgmt stuff" — etc. — combined with "I kinda don't think anyone should be the boss of anyone. But I love helping solve technical/ product design problems."
The next morning (2022-04-09) Parag pushes back: it is my responsibility to tell you that tweets like "is Twitter dying?" don't help me make Twitter better in the current context, and I'd like to give you perspective on internal distraction and how it hurts our ability to do work. Elon's response: "What did you get done this week?" and "I'm not joining the board. This is a waste of time." and "Will make an offer to take Twitter private." Parag asks: "Can we talk?" Bret called after it and offered the same. Elon responds with the argument: fixing Twitter by chatting with Parag won't work, drastic action is needed, and it's hard to purge fake users as a public company because the numbers would look terrible, so restructuring should be done as a private company — which he attributes to Jack as well. Bret asks for 10 minutes since it's been about 24 hours since Elon joined the board, wants understanding of the pivot. and acknowledges by text that presumably declines to join the board, to be reflected in the 8-K the next day. Elon: it is better to take Twitter private, restructure, and return to the public markets, repeating Jack's agreement.
Bids, offers, and alternatives (2022-04-11 to 2022-04-29)
Michael Kives (2022-04-12) offers a slot to see Philippe Laffont in Vancouver; Elon says he can come by tonight at Room 1001 at Shangri-La. Kives says he needs an assistant and will tell Laffont to email when he lands; he shares an SBF tweet. On 2022-04-28 Elon tells Kives Twitter is obviously not going to be turned into some right wing nuthouse and aims to be as broadly inclusive as possible — do the right thing for the vast majority of Americans.
Marcus Tober (2022-04-13) notes Bret will be sharing an NDA with Twitter's bankers and lawyers; Elon says he's excited to connect and the goal is maximal public good, not competing. On 2022-04-14 Elon reiterates wanting more information and rejects a travel requirement and weekend meeting. Later, on 2022-04-14, he tells Bret he's decided to take Twitter private, an offer letter going out tonight and public in the morning. Bret acknowledges, then confirms receipt. On 2022-04-14 the board replies it's evaluating the proposal in the best interest of Twitter and all stockholders. On 2022-04-17 Bret writes the board is seriously reviewing the proposal and working on a formal response as quickly as possible consistent with their fiduciary duties. Brent Beshore enters (2022-04-14 to 2022-04-16) with the $41.39B offer and "you are the hero Gotham needs".
Then Jason Calacanis is back with the $54.21 counter and the ten-day-Hawaii complaint. On 2022-04-06 Elon had said Parag was still on a ten-day vacation in Hawaii; by 2022-04-14/15 (arranged by then) the twist becomes about getting attention and publicity. On 2022-04-14 Musk proposes Steve Davis's "Plan B": a blockchain-based version of Twitter, where the "tweets" are embedded in transactions as comments, costing maybe 0.1 Doge per comment or repost. Steve says he's not sure which plan to root for and offers blockchain engineers if Plan B wins. (Musk later "likes" that.) That same day Mathias Döpfner sends a Twitter Interview .docx.
Kimbal Musk (2022-04-09 to 2022-04-24) has the other blockchain pitch: a Twitter-like system where you have to pay a tiny amount to register your message on chain — slashing spam and bots — with no throat to choke, so free speech is guaranteed; then a massive real-time database keeping a copy of all blockchain messages in memory alongside messages sent to or received by you, your followers and those you follow; then a twitter-like app accessing the database. We would be huge. Elon: a new social media company should be based on blockchain and include payments. Kimbal adds: pay with a token; you hold the token in your wallet to post; it doesn't have to be expensive and will grow in value; the blockchain prevents deleting tweets — "Pros and cons, but let the games begin!"; your own token means no advertising, a pay-for-use service at a very low price; with scale, a huge business purely for users' benefit — "I hate advertisements"; ads could still exist with advertiser token stakes, and users could vote on ads that add value; voting rights could crowdsource kicking scammers out. On 2022-04-24 Elon asks if he wants to participate in the transaction; they agree to discuss tomorrow. Then on 2022-04-11 Kimbal goes (despite all that) but with meetings, breaking away, by Signal instead, which explains the later 2022-04-14 tag — those plans after the main thread. Then Exhibit J's Kimbal note (2022-04-11) is about exploring Doge social media structure.
Sam Bankman-Fried (2022-04-14 to 2022-04-16) writes that he wants to talk about Twitter and posts a thread on how blockchain plus Twitter could work. On 2022-04-13 he told WIRED he would be interested in investing.
On 2022-04-25, Michael Grimes at Morgan Stanley wants to connect about a meeting; the disclosure is that the SBF coalition could do $1-5B and do the engineering for social media blockchain integration, being an FTX founder, believing in the mission, and being a major Democratic donor. The framing of the "war chest" comes up: "Wants 1-5b. Serious about partner w/you. Same security you own." He has a window tomorrow then Wed-Friday is booked. So it might be a potential meeting, and "he said he could shake hands on 5 if you like him and I think you will." Elon's response: blockchain twitter isn't possible since the bandwidth and latency requirements can't be supported by a peer-to-peer network unless those "peers" are absolutely gigantic, defeating decentralization; "So long as I don't have to have a laborious blockchain debate"; "Strange that Orlando declined" and an apparent reference to being informed why. Grimes says Elon will like him: ultra genius and doer builder after MIT physics, building FTX from scratch, second to Bloomberg in donations to the Biden campaign, and he offered to have Jensen push him so he could meet.
Tech pitches and chatter continue: Satya's day is scheduled via Reid (2022-04-27); there are Teams remarks; the old loop returns in Tweet 21433.1 as "actually part of product," no — that's not quite it. On 2022-04-27 (Exhibit J) two more incoming: "satya Elan Musk including @ Tim Dal" jokes about an assistant and "Bob says "Viv Huantusch" wants high-quality mobile video uploads (1080p minimum) and a basic in-app editor — good for citizen journalism and educational content and maybe regaining share from TikTok; Elon agrees but notes Twitter can't monetize video yet so video is a loss for Twitter and for those who post; "Twitter needs better guidance"; and Viv's point that they should have a subscription that's actually useful, unlike Twitter Blue. On 2022-04-27 Marc Benioff offers "Twitter conversational OS: an open marketplace for your digital life"; Elon notes he doesn't own it yet. Then Reid Hoffman and Satya at the end.
Conduct during the bid
On 2022-05-02 to 2022-05-12, Jason Calacanis and the SPV episode plays out. Calacanis shares a tweet about the drive and pitches an SPV of 250 folks capped at $10m, suitable for a few people and smaller LPs — get it onto the cap table — and says it's fairly easy once private, though current shareholders may have to re-up. Elon says to go ahead. On 2022-05-12 Elon asks "What's going on with your marketing an SPV to randos? This is not ok," and the exchange escalates: "Only ever want to support you ... large angel syndicate; $100m+ in commitments ... QPs and 200 accredited investors ... existing LPs" and "Morgan Stanley and Jared are very upset ... Please stop." Calacanis cancels it and clarifies it was 300 QPs, and a follow-up. The tension resolves with "cleaned it up with Jared."
Kimbal arrives on 2022-04-11 (Exhibit J), and Steve Jurvetson (2022-04-29) reflects that Twitter is a software company "or should be". Michael Gruber (2022-04-20) says the FT story about Brookfield's "decided against providing an equity cheque" didn't come from Brookfield, and Brian Kingston of Brookfield had already made the same point.
Revenue projection skepticism comes from Twitter's own filings-level concerns: Brett Cocker (2022-06-16 to 2022-06-17) writes it seems like Ned Segal (CFO) and Parag said cash expenditures and cash receipts will be $7.8B and that receipts don't look realistic, expects $1.2B in Q2 only, so receipts at 1.3 and 1.6. The response is that this is proxy, used earlier than the current date; the proformas the advisors will work up will have lower revenue and lower spends. They dispute nothing, agreeing on an updated forecast? Cocker says he spoke with someone about "you could just be illustrative on '23 expense base" (6 an: F& B are as expense 61 d* month F—), not planning an update in 22/23 but it's probably not useful. And paraphrasing: revenue projections seem disconnected from reality. "Phew, it's not just me."
What's true about the bots
The final substantive thread in Exhibit J (2022-04-29) has Elon asking whether Twitter is a software company and telling Jurvetson to send anyone who actually writes good software. That takes the story through 2022-05-12 and into the litigation. On the same day, Michael Grimes describes Pat and Kristina being told to write up the transition and review plan and how to approach the debt rating agencies on May 16, with one hired as CFO of X Holdings and engagement of hiring and Model work; the recommendation is to pick one. Elon is lukewarm ("Neither were great. They had no good questions"). And "the less companies are for sale the harder it gets at final price it's ... there is no reason to buy Twitter if we're headed into WW3." Coker tells him "if the pace stays rapid, each are good enough to get job done for the debt. Then you hire great for go forward" and they'll wait for the big-day speech. And Elon has another fundamental diligence item: "understanding exactly
