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<div><p>
The social media company went public in 2013. But Elon
Musk is taking it private as part of his acquisition of
the firm. Heres what that means.
</p><figure><picture><source media="(max-width: 599px) and (min-device-pixel-ratio: 3),(max-width: 599px) and (-webkit-min-device-pixel-ratio: 3),(max-width: 599px) and (min-resolution: 3dppx),(max-width: 599px) and (min-resolution: 288dpi)" srcset="
https://static01.nyt.com/images/2022/10/29/business/00jpTWITTER-PRIVATE2-print/merlin_214496130_63f02e73-7e2f-47ef-9597-f0b9fc9d20c3-mobileMasterAt3x.jpg?quality=75&amp;auto=webp&amp;disable=upscale&amp;width=600
" src="
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<img alt="Elon Musk plans to change Twitter from a public to a privately held company." src="https://static01.nyt.com/images/2022/10/29/business/00jpTWITTER-PRIVATE2-print/merlin_214496130_63f02e73-7e2f-47ef-9597-f0b9fc9d20c3-articleLarge.jpg?quality=75&amp;auto=webp&amp;disable=upscale" srcset="
https://static01.nyt.com/images/2022/10/29/business/00jpTWITTER-PRIVATE2-print/merlin_214496130_63f02e73-7e2f-47ef-9597-f0b9fc9d20c3-articleLarge.jpg?quality=75&amp;auto=webp 600w,
https://static01.nyt.com/images/2022/10/29/business/00jpTWITTER-PRIVATE2-print/merlin_214496130_63f02e73-7e2f-47ef-9597-f0b9fc9d20c3-jumbo.jpg?quality=75&amp;auto=webp 1024w,
https://static01.nyt.com/images/2022/10/29/business/00jpTWITTER-PRIVATE2-print/merlin_214496130_63f02e73-7e2f-47ef-9597-f0b9fc9d20c3-superJumbo.jpg?quality=75&amp;auto=webp 2048w
" sizes="((min-width: 600px) and (max-width: 1004px)) 84vw, (min-width: 1005px) 60vw, 100vw" decoding="async"/></picture><figcaption>Credit... Jason Henry for The New York Times</figcaption></figure><div>
<time datetime="2022-10-28T05:00:25-04:00"><span>Oct. 28, 2022</span></time>
</div><p>
<em>Elon Musk closes his purchase of Twitter and fires
several top executives. </em><a href="https://www.nytimes.com/live/2022/10/28/business/elon-musk-twitter" title=""><em>Follow for the latest news updates</em></a><em>.</em>
</p><p>
SAN FRANCISCO — In August 2018, Elon Musk called
<a href="https://www.nytimes.com/topic/person/michael-s-dell" title="">Michael Dell</a>
for advice.
</p><p>
Mr. Musk, who was
<a href="https://www.nytimes.com/2018/08/07/business/tesla-stock-elon-musk-private.html" title="">trying to take Tesla, his electric car company,
private</a>, quizzed Mr. Dell, who had done that very thing with
<a href="https://archive.nytimes.com/dealbook.nytimes.com/2013/02/05/dell-sets-23-8-billion-deal-to-go-private/" title="">his eponymous computer company in 2013</a>, about the process and the best lawyers to use for
the complicated transaction.
</p><p>
“I was really asking him about — did he find being
private was good?” Mr. Musk recalled in a
<a href="https://storage.courtlistener.com/recap/gov.uscourts.cand.330489/gov.uscourts.cand.330489.403.0.pdf" title="" rel="noopener noreferrer" target="_blank">deposition</a>
about the Tesla effort. “Did he regret going private?”
</p><p>
Mr. Dell warned Mr. Musk that it was “a very difficult
process” but that he was glad to have done it,
according to court filings.
</p><p>
Now, Mr. Musk, who did not end up taking Tesla
private, is doing so with Twitter. As part of his $44
billion acquisition of the social media service, which
closed on Thursday, he is delisting the companys
stock and taking it out of the hands of public
shareholders.
</p><p>
Making Twitter a private company gives Mr. Musk some
advantages. Unlike publicly traded companies,
privately held firms do not have to make quarterly
public disclosures about their performance. They are
also subject to less regulatory scrutiny and can be
more tightly controlled by an owner. That means Mr.
Musk can make over Twitter — including tweaking the
platforms content rules, its finances and its
priorities — without having to consider the worries of
the investing public.
</p><p>
“Its hard to run a public company if you think you
should be the one running it and youre not open to
other views from people, like stockholders,” said
Brian J.M. Quinn, a professor at Boston College Law
School. “By taking it private, you feel like you have
a lot more flexibility.”
</p><p>
Heres how Twitter is set to change as a private
company under Mr. Musk.
</p><h2>
How is Mr. Musk taking Twitter private?
</h2><p>
As part of buying Twitter, Mr. Musk is merging the
social media company with
<a href="https://www.nytimes.com/2022/10/06/technology/elon-musk-x.html" title="">X Holdings</a>, a corporate entity that he established in Delaware
to handle the deal. X is buying out all of Twitters
stock and will control the service, and Mr. Musk will
control the holding company.
</p><div>
<span>Image</span>
</div><figcaption>
<span><span>Credit...</span><span><span>Lucas Jackson/Reuters</span></span></span>
</figcaption><h2>
What happens to Twitters stock?
</h2><p>
Twitter will be delisted from the New York Stock
Exchange and its shares will no longer trade on public
markets as of Nov. 8, according to
<a href="https://www.sec.gov/Archives/edgar/data/876661/000087666122000890/xslF25X02/primary_doc.xml" title="" rel="noopener noreferrer" target="_blank">a securities filing</a>. In September, Twitters shareholders approved the
companys sale to Mr. Musk and agreed to sell their
stock to him for $54.20 a share. Investors will be
able to claim the cash value of their shares.
</p><h2>
What happens to Twitters board of directors?
</h2><p>
With the deals completion,
<a href="https://www.nytimes.com/2022/10/04/technology/twitter-board-elon-musk.html" title="">Twitters board of directors</a>
will dissolve and its nine members will no longer
preside over the companys operations. Mr. Musk will
most likely appoint a new board made up of friends and
investors who helped fund the acquisition. The new
board will be responsible for plotting Twitters
trajectory as a private company.
</p><p>
“It will still be required by law to have a board of
directors, and that would probably include Elon Musk
and some of the other big equity investors in the
company,” said Eric Talley, a professor at Columbia
Law School. “I expect Mr. Musk will run it as a
somewhat friendly dictatorship.”
</p><h2>
What happens to Twitters top executives?
</h2><p>
Mr. Musk has already started cleaning house, with
several of Twitters top executives
<a href="https://www.nytimes.com/2022/10/27/technology/elon-musk-twitter-deal-complete.html" title="">getting fired on Thursday</a>.
</p><p>
The executives who were fired include
<a href="https://www.nytimes.com/2021/11/29/technology/parag-agrawal-twitter.html" title="">Parag Agrawal</a>, Twitters chief executive, who has clashed publicly
and privately with Mr. Musk. When Mr. Musk complained
this year that Twitter had an unchecked spam problem,
Mr. Agrawal tweeted to rebut his claims. Mr. Musk
responded with a poop emoji.
</p><p>
At another point, Mr. Agrawal texted Mr. Musk, telling
the billionaire that his criticisms were harming
Twitter, according to a
<a href="https://www.documentcloud.org/documents/23112929-elon-musk-text-exhibits-twitter-v-musk" title="" rel="noopener noreferrer" target="_blank">court filing</a>.
</p><p>
“This is a waste of time,” Mr. Musk retorted.
</p><p>
Other executives who were fired include Ned Segal,
Twitters chief financial officer; Vijaya Gadde, the
top legal and policy executive; and Sean Edgett, the
general counsel.
</p><p>
Under the merger agreement, Mr. Agrawal was
potentially set to receive a golden parachute worth
about $60 million, with Mr. Segal to receive $46
million, while Ms. Gadde would receive about $20
million. It was not immediately clear whether Mr. Musk
intended to make the payments.
</p><div>
<span>Image</span>
</div><figcaption>
<span><span>Credit...</span><span><span>Kevin Dietsch/Getty Images</span></span></span>
</figcaption><h2>
What about Twitters employees?
</h2><p>
Twitter has about 7,500 employees. Some of them
<a href="https://www.nytimes.com/2022/10/21/technology/twitter-employees-elon-musk.html" title="">have been jittery</a>
for months about the companys sale to Mr. Musk. Many
could face layoffs or job changes as their new owner
takes over.
</p><p>
Their compensation is also set to change. Employees
typically receive stock options in the company. But,
with the delisting of Twitters stock, employees are
set to be cashed out for shares they already have and
to be paid with cash bonuses going forward, instead of
the stock options they were scheduled to receive,
according to the merger agreement. Some
<a href="https://www.nytimes.com/2022/10/21/technology/twitter-employees-elon-musk.html" title="">employees have worried</a>
that Mr. Musk may not honor the agreement.
</p><p>
“Most of these employees have been in a public company
and are used to public option grants, which are
liquid,” Mr. Quinn said. “They will have to come up
with some other Silicon Valley-friendly method of
keeping people around.”
</p><h2>
What financial pressures will Twitter face as a
private company?
</h2><p>
By going private, Twitter will avoid some public
scrutiny since it will no longer be required to make
quarterly disclosures about the health of its
business. This will give Mr. Musk some flexibility as
he changes Twitter.
</p><p>
But he will face pressure from the banks that lent him
$12.5 billion for the deal to begin repaying his debt.
The cost of repaying those loans could run as high as
$1 billion a year, financial analysts said.
</p><p>
“He has less public pressure, but he has a lot of
private pressure from the banks to make the payments,”
Mr. Quinn said of Mr. Musk. “Like almost every other
private-equity take-private, hes going to need a
manager who is very focused on operations, being lean
and being able to pay the bills on a day-to-day
basis.”
</p><p>
Mr. Musk also took about $7.1 billion from equity
investors to push the deal through. He may also face
pressure from those investors, who might expect him to
take Twitter public again at some point so that they
can recoup their investment.
</p><p>
In some take-private deals, owners have opted to sell
branches of their companies to pay their debts. Mr.
Musk could choose to do the same at Twitter.
</p><p>
“Its conceivable that some aspects of Twitter could
potentially be carved off, sold off or spun off to
raise money that could go toward paying the debt,” Mr.
Talley said. “Twitter kind of is pared down to its
core mission right now. They would have to get a
little creative.”
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