{"id":1129,"date":"2022-10-29T07:52:45","date_gmt":"2022-10-29T07:52:45","guid":{"rendered":"https:\/\/mpelembe.net\/?p=1129"},"modified":"2022-10-29T07:52:45","modified_gmt":"2022-10-29T07:52:45","slug":"elon-musk-takes-twitter-private-heres-what-that-means-for-the-company-and-its-chances-of-success","status":"publish","type":"post","link":"https:\/\/mpelembe.net\/index.php\/elon-musk-takes-twitter-private-heres-what-that-means-for-the-company-and-its-chances-of-success\/","title":{"rendered":"Elon Musk takes Twitter private \u2013 here\u2019s what that means for the company and its chances of\u00a0success"},"content":{"rendered":"

Elon Musk has said he intends to complete his purchase of Twitter after earlier trying to wriggle out of the deal.
\n Patrick Pleul\/Pool via AP<\/a><\/span>
\n <\/figcaption><\/figure>\n

Erik Gordon<\/a>, University of Michigan<\/a><\/em><\/span><\/p>\n

Elon Musk has finally completed<\/a> his US$44 billion deal to acquire Twitter and take it private. <\/p>\n

<\/p>\n

The world\u2019s richest man<\/a> has already begun putting his imprint on the social network by firing four of its top executives<\/a>.<\/p>\n

While most people are likely familiar with the idea of taking a private company public<\/a> \u2013 the process that allows individuals to buy and sell a company\u2019s shares in the stock market \u2013 the reverse process is not as well understood and happens far less often<\/a>. <\/p>\n

As a business and law professor<\/a>, I have been analyzing mergers, privatizations and other corporate deals for over two decades. The most common question I have been getting from students and faculty colleagues is why would Musk want to take Twitter private? Or more simply, what does it mean to go private? <\/p>\n

The answers to these question help address a more interesting one: Will he succeed? <\/p>\n

Public vs. private<\/h2>\n

Let\u2019s start with the basic differences between a public and private company.<\/p>\n

For starters, a public company is widely held<\/a>, meaning it has a lot of shareholders. Anyone can buy shares of most public companies, their shares trade on stock exchanges, and their market price is widely available on websites and apps. <\/p>\n

Federal securities law requires<\/a> public companies to disclose a lot of information about their operations and financial condition in reports that are posted on the Security and Exchange Commission website<\/a>. Basically, anything that happens to a public company that\u2019s of consequence to investors must be disclosed publicly. <\/p>\n

A private company, on the other hand, is closely held<\/a>. It has few shareholders \u2013 sometimes just one. It usually is impossible to buy shares of a private company. When it is possible, it is difficult because shares don\u2019t trade on exchanges. You have to find someone who is willing and able under restrictive securities laws to sell you their shares.<\/p>\n

In addition, a private company is not required to file disclosures or anything else with the SEC.<\/p>\n

Another key difference is the power the chief executive has. While public company CEOs have a lot of power, that power is constrained by things like a board of directors and rules on compensation. <\/p>\n

Private companies have no meddlesome boards or rules governing compensation or other issues. And with few or no pesky outside shareholders, leaders of private companies don\u2019t have to worry about the effect their decisions might have on the share price. <\/p>\n

Going private<\/h2>\n

Many, if not most, companies begin their lives as a private company \u2013 perhaps in a family garage, as seems to be the case in so many startup origin stories<\/a>. <\/p>\n

As a young company grows, it needs more funding<\/a>, a problem often solved by doing an initial public offering that pulls in a lot of cash and opens up ownership to anyone. <\/p>\n

Taking a company private<\/a>, as Musk did, reverses the IPO. The Tesla billionaire paid Twitter shareholders $54.20 a share, which is a 64% premium over the price Twitter stock was trading at a few weeks before Musk\u2019s offer was disclosed on April 14, 2022.<\/p>\n

\n \"A
\n Michael Dell, pictured wearing a suit in 1999 in the dorm where he started his eponymous computer company, took it private in 2013, later taking it public again for a huge profit.<\/span>
\n AP Photo\/Harry Cabluck<\/a><\/span>
\n <\/figcaption><\/figure>\n

A success story<\/h2>\n

So why would Musk or anyone want to take a company private? One key reason is control, which allows a buyer to impose his or her vision and singular strategy. <\/p>\n

Now the shares have changed hands, Twitter is Musk\u2019s to do with as he pleases \u2013 from reopening the accounts of former President Donald Trump<\/a> and Ye, the artist formally known as Kanye West<\/a>, to slashing the workforce<\/a> and firing executives.<\/p>\n

That\u2019s why Michael Dell decided to take the computer company that bears his name private in 2013<\/a>. <\/p>\n

At the time, the company was struggling<\/a> as personal computer sales slumped amid the rise of the smartphone. As he explained in a securities filing<\/a>, Dell believed it was essential to quickly transform the company from primarily a PC maker to one focused on providing large organizations with entire information technology systems and managing them. <\/p>\n

He said he couldn\u2019t make the transformation as a public company because it would hurt short-term profits, which would likely cause the share price to fall. That in turn could harm consumers\u2019 perception of Dell and lead to employee turnover.<\/p>\n

In other words, Dell\u2019s plan was perhaps too bold for a public company. But the strategy paid off \u2013 for him, his fellow investors and his company. <\/p>\n

Dell himself chipped in $750 million in cash<\/a> and over $3 billion in the form of his 16% stake in the company, with about $3.4 billion coming from other investors and $16 billion in debt.<\/p>\n

By 2018, when the company went public for the second time, Dell\u2019s stake was worth $32 billion<\/a>, with similar large payouts for his co-investors. The company thrived as well<\/a>, with sales and profits soaring after a period of low growth, as Dell predicted. Workforces often fall when a company goes private, but Dell\u2019s was up about 50%<\/a> in 2020 compared with 2013.<\/p>\n

\n \"a
\n Toys R Us went bankrupt in 2017.<\/span>
\n AP Photo\/Julio Cortez<\/a><\/span>
\n <\/figcaption><\/figure>\n

A classic fail<\/h2>\n

But it doesn\u2019t always end well. <\/p>\n

In the early 2000s, Toys R Us was in serious trouble<\/a>. Although e-commerce was still in its infancy, it was beginning to disrupt brick-and-mortar retailers, increasing competition<\/a> \u2013 especially in the market for children\u2019s toys. A plan to sell its wares online via Amazon fizzled<\/a>, leaving Toys R Us way behind in e-commerce. Meanwhile, its stores were growing old and shabby<\/a>, customer service was lousy and Target and Walmart were gaining market share.<\/p>\n

In 2005, two buyout firms and a real estate trust won the bidding to take Toys R Us private<\/a> for $6.6 billion, using $5 billion in debt. Unlike Dell, who knew his business cold, Bain Capital, KKR & Co. and Vornado Realty Trust didn\u2019t have much experience in the toy industry. And they followed a classic private equity strategy<\/a> of consolidation, closing marginal stores and cutting costs.<\/p>\n

Also unlike Dell, Toys R Us never recovered. The significant debt incurred<\/a> in the buyout saddled the company with large interest payments that left little money to invest<\/a> in remodeling stores or building a competitive online business. Toys R Us filed for bankruptcy in 2017<\/a>, 12 years after going private.<\/p>\n

As I see it, Dell had a plan that fit his company\u2019s environment \u2013 a key concept<\/a> in the study of business strategy. Toys R Us\u2019 buyers did not. <\/p>\n

**<\/p>\n

\n \"the
\n Shares of Twitter had been trading far below Musk\u2019s offering price until recently, with many believing it wouldn\u2019t happen.<\/span>
\n AP Photo\/Seth Wenig<\/a><\/span>
\n <\/figcaption><\/figure>\n

**<\/p>\n

Does Musk have a vision?<\/h2>\n

So what does this all mean for Musk\u2019s potential success at Twitter? <\/p>\n

We still don\u2019t know a lot about what he plans to do. <\/p>\n

In his April letter to Twitter shareholders<\/a>, he said, \u201cI invested in Twitter as I believe in its potential to be the platform for free speech around the globe, and I believe free speech is a societal imperative for a functioning democracy.\u201d One could ask whether that is a business model or a statement of sociopolitical philosophy.<\/p>\n

In any case, he said Twitter can\u2019t \u201cthrive nor serve this societal imperative\u201d as a public company. He\u2019s also tweeted that he would fight bots on the social network, let Trump and others rejoin and potentially let users pay bills via tweet<\/a> \u2013 part of his \u201cProject X\u201d super app idea<\/a>. <\/p>\n

More recently, The Washington Post reported that Musk plans<\/a> to cut Twitter\u2019s 7,500 employees by about 75% \u2013 though on Oct. 26 he told Twitter employees in San Francisco<\/a> that he wouldn\u2019t get rid of that many. He also promised Twitter wouldn\u2019t turn into<\/a> a \u201cfree-for-all hellscape.\u201d<\/p>\n

Musk understands the physics of launching rockets and the engineering behind building an electric car, but he doesn\u2019t have deep experience running a social media platform or in building super apps. I believe he doesn\u2019t have a thoroughly thought-out strategy that fits Twitter\u2019s difficult environment.<\/p>\n

What he does have a huge amount of debt. Last year, Twitter owed about $51 million in interest on its debt. After going private, the estimates are that Twitter will owe at least a billion dollars<\/a> annually on about $13 billion in new debt<\/a>. <\/p>\n

In 2021, the company generated just $630 million<\/a> in cash from operations. That means Musk won\u2019t have much cash to fund a super app or any other big ideas, unless he is able to attract additional investment in the company.<\/p>\n

With the company in his hands, Musk can, of course, do what he likes. He can implement any free speech policy that suits his fancy. He can let Trump and Ye tweet. He can ban Tesla short sellers and anyone who questions his foreign policy initiatives<\/a>. He can fire 75% of his staff in a heartbeat \u2013 something a public CEO would have a very hard time doing.<\/p>\n

It\u2019s too soon to tell if taking Twitter private will be a Dell-like success or a Toys R Us disaster. But given Musk has said<\/a> he \u201cdoesn\u2019t care about the economics,\u201d it may not matter.<\/p>\n

This article was updated to reflect deal was completed.<\/em><\/p>\n

Erik Gordon<\/a>, Professor of Business, University of Michigan<\/a><\/em><\/span><\/p>\n

This article is republished from The Conversation<\/a> under a Creative Commons license. Read the original article<\/a>.<\/p>\n","protected":false},"excerpt":{"rendered":"

Elon Musk has said he intends to complete his purchase of Twitter after earlier trying to wriggle out of the deal. 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Tesla CEO Elon Musk attends the opening of the Tesla factory Berlin Brandenburg in Gruenheide, Germany, Tuesday, March 22, 2022. 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