Elon vs. Twitter
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§01Segment 1
You got, like, moisturizer all over your face? Are you moisturizing?
I am. My skin is so dry. I just got over having food poisoning, and I'm like, I dehydrated. Okay. Hold on.
Let me get this off camera off.
Look at this guy. You got makeup on?
It's not makeup. It's moisturizer dipshit.
That's just as bad.
Reason you look like the fucking crypt keeper, and I look spy and young and Schpelt, because I do a little skincare routine. Okay? Give me a fucking break.
Look at him.
He turned
off his camera because he's in whatever he's doing. --
embarrassed. I just don't need you telling that
--
Zach isn't a fucking good mood. Just a lot of up 15¢. Why are you so fucking happy, dummy?
Well, the markets are closed today. It's good Friedberg. So I have my stock portfolio can't be down because the markets are closed.
And Jesus. Praise Jesus.
Yeah. It's a good Friday if the market's a closed my portfolio can't go down anymore.
It's truly a good Friday. Your portfolio will rise again.
and needs to be resurrected.
The weather winner is wide. Rainman, David Saxon.
We open source it to fans and they discover reason.
Love you. Nowadays, he works in DNA, but in the nineties all he cared about was the MDMA, the Duke of DNA, the Titan of Tempe, Shepherds of the soy boys. He turns water into wine and dollars into dimes. He's a foolio for Coolio. The Sultan of Science of South David Friedberg.
Welcome. I have never done drugs just for the record, but go on. No. Of course not. Of course.
None of your behavioral problems in high school had to do.
Yeah. Neither is Jason.
No. Absolutely. Not not this morning. He's the VC who loves Bree. He'll sell you the sleeves off your vestee.
He's enthralled with green wall. He eats uppers for supper, the rain man himself, David Saxx.
Alright. Thank you.
You're welcome, Dan. Alright. Coming around the bend. That time piece, what does it do? It reminds him of how much more money he has than you.
Sweater is worth 6 times. Laura Pianna is above his line. Your supervillain with that 1985, Sasakiya, he be chilling. There it is. He loves facts just like junkies love crack.
He's your dictator. Shamalff probably happens. That works. I'm, like, becoming the M and M of intros. I mean, I'm I'm rhyming shit.
It's really solid, bro. I gotta sit.
I'm I'm working shopping it. Shout out to Nick, and one person on Twitter of a 100 gave anything.
I'm moving into my spring sweater season. My spring sweater collection.
Oh, wait. Hold on a second. I just got a call. yeah. Confirm.
We know what he gives a fuck. Fucking Christ. He's the king of the unanean.
I don't think it's a name at all.
This matters to exactly one person. No. No. The person selling you the Twitters.
That's not that I I think if you took a poll on Twitter, there's a lot of people who silently hate it but love it.
I think
there's a lot more who hate it. Let's get to all the news. So much news going on.
All the news, where should we start, Jason?
On the final -- I'm trying to think about Was there any news topic this week? Because, obviously, the war in Ukraine has obviously got everybody in America. Oh, wait. No. I'm sorry.
That that's not important anymore. or on to the next thing.
There's only one issue.
Elon put it in a bid to buy Twitter outright on Thursday and take the company private into deal worth
43 $1,000,000,000.
The most breaking news when we're taping this on Fridays at 11 AM when we typically tape this is that the board of directors, you know, the professional board of directors has decided they
would like to get personally sued.
Yeah. I mean, this is the motion same thing. I woke up and read this, and I was like
--
Okay. They're creating a poison pen. I'm I'm sorry. A poison pill. That's gonna give Twitter's existing shareholders the ability to buy more shares if Elon hits 15 percent of the company at a discount.
Chamath explained the concept of a poison pill just generally speaking. And then give us your because everybody knows what's going on. But, like, here we are on this. Whatever I don't know if this is the 7th or eighth inning of this saga or it's second. But where do you think we are in this saga?
And then what happens on Monday and describe a poison pill?
A poison pill is basically a defensive maneuver that a board of directors uses to prevent a hostile takeover. And basically, the simple way it works is it allows the board to create enormous amounts of new shares and effectively dilute the potential hostile acquirer so that it becomes economically unfeasible for them to get enough shares to get controlled. The way that they do that is that they basically give everybody except a person that crosses a certain ownership threshold. So let's use Twitter as an example. So the Twitter's poison pill basically says that if you get to
15%,
you're essentially locked out from a right that then everybody else has that effectively allows them to buy another share of stock at, I think, it's a
50%
discount. And so what it does is it creates an incentive to essentially almost double the fully diluted shares outstanding of the business. And what that does is it makes it almost impossible for the person with 15%. to then go and acquire what's necessary to get to 50%. Yep.
There are different kinds of poison pills. There's things that you can do with debt. There's things that you can do with equity. But that's the thing that that Twitter did. I think the if anybody's interested in it, Nick, maybe you can just bring it up.
But you can Google on Wikipedia there's a phenomenal article called Revlon versus McCandruin Forbes. And McCandruin Forbes was the holding company of this very prolific dealmaker in the seventies eighties nineties named Ronald Perlman. And what happened was he was a CEO of a company called Pantry Pride. And Pantry Pride made an unsolicited hostile takeover bid for Revlon, which made makeup. And basically, you know, there was, like, 40 to 45 bucks a share.
The board instituted all these poison pills. The price kept escalating then a private equity firm stepped in, also tried to compete for the asset. All along the way, there was enough shenanigans that essentially what what what Ronald Perlman did was sue Revlon, which went to Delaware court And from it basically came the current framework of law that we use in this situation. And basically, what it means is that board directors have these fiduciary obligations to their shareholders. And in some cases, these are very broad fiduciary obligations, meaning do the right thing.
But in some really narrow circumstances, All of that collapses, and their sole focus is to get the best price. And what a director and a board of directors typically wants to do in a situation like this is not end up in that second bucket. They wanna keep all their options available. They don't necessarily want to sell to one person, you know, They're probably gonna assume they're gonna get fired from the board. They wanna stay on for different reasons, etcetera, etcetera.
And so right now, what Twitter and their advisers are trying to do is basically stay in that first bucket, have all of the options available to them and not be forced to run an auction. And I think what Elon will try to do is essentially use the public pressure that's going to build and the existing shareholders who own stock at 40 somewhat dollars, a chance to basically get, you know, a 20% payday by selling it to Elon for 54 bucks or 53 whatever the price was? And the Twitter board now will have to justify how whatever they come up with is better than this because then if they don't, and they're still exercising this broad fiduciary obligations. You know, one thing I'll tell you as a public company director. it is a horrendous process when you get sued, and these guys will be in court for years.
And the the incremental pressure that this Twitterboard has is that they can be held personally liable here. So I think it's getting very complicated,
very competitive. On that note of personal liability, you have directors insurance. So how come that piercer -- Doesn't
cover it. Doesn't cover it.
Have there been examples of this happening?
Yeah. DNO Insurance is is kind of like DNO Insurance is their directory and officer insurance is is a layer of protection that we all have as public company directors. We actually also have it as private companies. Yeah. Yeah.
But the the amount of coverage changes. But what I'll tell you is d and o coverage tends to be relatively nominal because the risk profile doesn't really, you know, include these kinds of tail events. And now what you're talking about is
$10,000,000,000
of equity value that's going to either get created for existing shareholders or get taken away. And typically what courts will do is that they will look at the amount of money and they will start to think about you know, compensatory and punitive damages is a function of how much money was was made or lost. And so you're talking about a realm of of of risk now for these directors that's well beyond what D and O insurance will cover.
So When if a lawsuit did happen, Shamalff, you have to find damages. So if the board found a better offer, great. But if this thing goes down on Monday, Elon sells his shares, and it goes down to 30, now you have the opposite effect. Go ahead, Freeburn.
So I'll say 2 things. One is, in all these cases, by the way, the board is indemnified by the company, so the individual board members I don't know if there's ever been a point in history when an individual board member's had to pay out of pocket for liability associated with their actions as a board member and as a fiduciary. except when they've done something to benefit themselves outside
of the
company. Now, in this case, the the job of the board is to use their best judgment to do what they believe to be in the best interest of creating the most value possible for the shareholders. It's very simple when the stock price is at 30 and someone says, I'll give you 50 bucks to say, oh, well, obviously getting 50 bucks is in the best interest of the shareholders. Let's assume though that you're on that board and you know about some super secret plan that you believe in the next 30 days is gonna get the stock price to 60. and your belief in that plan and your understanding of that plan gives you a good rationale for having a debate as a board that this deal doesn't make sense at 50, we should hold out until we finish our plan over the next 30 days, get the stock up to 60, And then we'll see if someone comes in and says, hey.
§02Segment 2
I'll give you even more than than
60.
Could be something on the product road map. Right?
This is the complicated point. It's not just about the current price. And there was a history in the eighties nineties, early nineties when stocks would drop tremendously for market volatility reasons or or various some bad news event someone quits the board, macro, and all of a sudden the stock price drops, and you have a hostile buyer that says, oh my god. This company looks super cheap, I'm gonna come in and buy it while it's cheap, and I'll offer them a premium to the current share price. And the share price recently may have been much higher than the price that's being offered, And the board says, you know what?
We're gonna get back to that share price because the market will pick up again. The the things we're working on are gonna grow us out of this hole. And so it's very hard for us to sit here as and I know that I want everyone here on this the Zoom to suspend your reliance to Elon and belief that Elon will do a better job just for one second and just think about the board members, they've all been working on quarterly plans, strategic plans, etcetera, with the current CEO. And as a board for Twitter, that gives them a point of view that says may give them a point of view that says, hey. You know what?
We can get back to 70 bucks a share. So remember, it was only a few months ago Twitter's stock was trading at 70, the stock price dropped with market compression we've all experienced, and then Elon's come along and said I'll offer you guys 54 bucks. And the board's like, wait. A few months ago, we were at 70. We have all these great things we're working on.
And so I'm I'm just trying to paint the other side for everyone that this is not just like a clear cut obvious deal, it's their judgment at this point that they should get more for the stock given where they think the company said and where the stock price will will eventually get to.
Alright. Going to you, Saks,
You know?
Heard from Friedberg to suspend this belief that the greatest entrepreneur on the planet running 2 of the most important companies is not more qualified to run Twitter than the courtesy now.
I'm not gonna suspend my display. Let me make the case for the clear cut for the Clearcut case here.
Sorry. Let me just say something. He could be better at running this company,
but share
okay. He will be better, Jason, but the shareholders don't benefit from that. because he buys the whole company for 50 they do.
Well, hold hold on. Yeah.
They're getting $54 of cash. They do not have any ownership in Twitter after Elon takes over. That's the deal that's on the table. So if I, as a shareholder, get
$54
a cash, I don't care if Elon does a better job running Twitter down the road because I have no interest.
Sun relief. One fact check on that. One fact check on that. He said he wants to bring along
as many of the shareholders as possible. That's a thing he said. That's not actually in the proposal. Right? So As a board member, I have to look at the proposal on the table, which is I gotta take $54 a cash -- Okay.
--
for my shirts and give up all the upside.
Saks looks like he's gonna explode.
Fair enough. Look. here's the reason why fiduciary duties exist. Let's just explain where this concept comes from. There is fundamentally a principal agent problem.
This is what known as between stockholders and the people running the company. So in other words, the owners of the company are the stockholders. Okay? They appoint agents, managers to run the company for them, but those managers can be conflicted. They have an incentive not just to get the highest share price for the stockholders, but to pocket personally as many benefits as they can.
And the whole reason why judiciary duty was invented is to per event, that agency problem. So if the board members or the c o of the company are just looking out for themselves and trying to pocket personal benefits excessive compensation, or turning down an offer to sell the company for a much higher price, that would be a breach to their fiduciary duty because they're looking out for themselves. Prag knows that if Elon buys this company, he is out of a job. His head is on the chopping block. He is fired right away.
Elon has made that clear, he said, In this letter, on this SEC filing on Thursday, I have no confidence in the comp in the management of the company. If I'm unable to buy the whole thing, and take it private, I will dump all my shirts. It's all or nothing for him. So Parag is interested in preserving his job. If Elon wins this battle, Parag is gonna have the shortest executive career since that pope who got poisoned, okay, to borrow a line from Wall Street.
So he is incentivized to fight this thing whether it's in the interest of shareholders or not. Now --
What do you think the incentives of the board are?
I think they're the same. These guys who love the power they derive from being on this board. We know Twitter has enormous cultural power. These guys They enjoy all the benefits they get. They probably do get some compensation being on the board, but they enjoy being in this very exclusive club that wields enormous power over our culture, and they have no incentive to give that up.
And by the way, how much of the company do they really own? not that much.
If you look at the wealth of the people on Twitter's board and we know all the people on Twitter's board, their wealth is significantly greater than whether Twitter stock sells for 60 or 70. So and and I think that we all know that these are all sophisticated actors. They are all high integrity people, we all personally know many of the people on Twitter's board. I don't think that it you know, look, maybe there's a -- They're conflicted.
They're conflicted. It's got nothing to do with integrity.
the matter is.
But you could say the same about any board, Saks, that it's
-- No. Be because it's different. Listen. When we're on a board okay. because I'm on plenty of boards.
we own a huge percentage of the company. So when somebody makes a takeover offer to buy one of our companies, we are thinking like stockholders. We're fundamentally aligned.
You have massive skin in the game. Yeah. We have
massive skin in the game. These people on the board, what skin of the game do they have? Most of them are these directors who are disappointed, and it is it's like a club. These guys it's all big back scratching club. These guys are all
on you think they're motivated by the influence of being a Twitter
board member. Of
course. Why
do they
do it? The nexus of power. Why do they sit
on the way
forward? shaping up
to be as a nexus of and who controls the power
of the winner.
None of them own much of Twitter. None of them own much of Twitter.
I do a 100% agree with Saxx. I've always believed what I think Carl Icahn said or or whoever it was that The board should be represented by the biggest shareholders. The the the the folks who actually have skin in the game, the folks who actually care about the share price having some nominal number of shares issued to you as a board member of a public company showing up, you know, patting each other in the back. It's certainly, generally speaking, leads to non founder led companies ultimately dying because there is no motivation and incentive and drive from anyone.
Let me take the other side partially. I think you're mostly right. I would never join a public company board that I did not own a significant piece of Right. And I and I have never. Right.
Now the reason to be on a public company board is that unlike a private company, the single biggest advantage, there are many of being public. But the single biggest advantage of being public is that you have a lower cost of capital. So if you have an ambitious company, An ambitious leader and an ambitious plan to build and compound value, you cannot do it privately forever. You must do it in the public markets because there's an infinite amount of capital that's available and an infinite amount of ways in which you can raise capital relative to you being private. So with that being said, when you are public, I think the best boards are the ones that are sort of 5050 split between the biggest shareholders and people who are very much experts in a handful of things, and I just wanna be specific.
In a Peppa company board, you have to have a lot of focus these days on things like governance audit because you have to attest to these financial statements. Right? cybersecurity becomes a huge one because you have to disclose these risks. And so I think that it really behooves boards to have a few experts who can chair those committees? Compensation tends to be another one, as David mentioned, that can be a real hot button.
But there are experts you can find. They're not gonna own a large piece of the company, but they're gonna do a really good job of managing those things that minimizes risk for the business. So that then the rest of all of of the board, which are the large shareholders, can really use their influence and strategic understanding of the business to build huge equity value. When those things come together, you have great outcomes. But I I do I really agree with you.
If you stack the board and, you know, we've we've had this issue. Public boards in America got perverted over the last sort of last few decades to being these little badges of status that people would collect. And now, you know, we're starting to see a real pushback on what's called overboarding. right where these distinguished folks will pick up 567 boards. All of a sudden, that's the fastest way to make 3, 4, 5, 6,000,000 a year.
How can you sit on
5
or 6 company public company boards? It's impossible in add any value.
Exactly. And do you think did did you think those people get appointed to boards by standing up to the CEO Right?
No. The opposite. Right.
--
to see
a safe vote for the CEO.
So let me ask you guys a question. What do you think is the right thing to do as companies that go public mature and their ownership base disperses. So, you know, in Europe and Asia, many companies go public. Families own them for a very long period of time, as you guys know. They're they they remain significant owners.
They don't sell off the shares. In the US, traditionally, as companies have gone public, the shares, the founders, the original investor, because we have a lot of venture capital in this in this country historically compared to other countries. So those owners end up selling off their shares and they get dispersed and a long tail of owners end up owning the bulk of the shares, how do you think those companies can be best represented on the board Given that there isn't concentrated ownership in public companies generally mature public companies in the US like Twitter, the largest, you know, owner is Vanguard with 5,000,000 other investments and then Jack Dorsey, he only owns 2%. What do you guys think is the right thing to how do you create good alignment with board members that that could be better, you know, placed and better suited here?
§03Segment 3
Well, I think one of the ways that you do it is that when somebody wants to step up and acquire a concentrated position because they have a plan for the company, you don't stand in the way and completely thwart that.
Your job isn't to assess their plan because your job is to assess the dollars you're getting paid today for your shareholders. then whatever they're gonna do with it, it's their thing. But are you getting a fair price? Is it?
Elon is willing to put massive skin in the game in order to basically fix this company and get the best value.
We all agree, but that's not about the shareholder's sex. Like, I agree with you. I think Elon should own and run Twitter.
Well, let let's evaluate. Right.
Right. Yeah.
Let's let's let's let's evaluate this poison pill for a second. Okay? So Elon comes in. He starts buying up the stock. The premium he's proposing is something like a 50 selling percent premium from when he started accumulating.
54%. 54% was, like, a 38%. About a 40% discount. From the time
from the
time from the time he basically made the offer. And by the way, the stock is going right back to that previous level if they turned down this proposal. Okay? So he's made them a good offer. Okay.
Now I think it'd be acceptable for the board to say, okay, this offer is attractive but we need to shop this. We're gonna run a process and we're gonna see who else is out there And if there's nobody better, then we're you know, why wouldn't we take this?
There's one thing that's left over that you didn't mention. The thing that's left over, you're right. They absolutely have responsibility to shop it and find the best price. But what's left over is their judgment that the company's stock price will get above that level. They have the they have the ability and the right to do that and the board.
The board can look at the deal, and they can say, you know what? We believe that the this business in the future is gonna be worth a lot more than what we're being offered for cash today.
The problem with that argument is that this
is what
activist firms use all the time in reverse. The inverse of the argument is more powerful. You've been a director with purview into all these confidential plans that has effectively caused this company to tread water for 5 years Why should we believe you now? Mhmm. And that argument is way more credible than, actually, you can really trust us this time.
Because if you look at the tenure of all these folks, you know, the last sea change that happened on the Twitter board was when Elliott pushed to add, I think, 2 or 3 directors. Yeah. Yeah. But in the absence of that, I think David is largely right. These are status games.
And when status games ultimately play out over years, They either play out in the stock price one one way or the other. And in this case, what's true is that this is a languishing stock that has largely been going sideways. independent of anything that's been happening -- And what
about the Faxamot that that less than 90 days ago, it was trading at
$70
a shot.
--
during the COVID bump -- Yeah.
--
everybody was betting stocks. I mean, let's look at the history of Friedberg. It was $69. Guys, just remember, I'm
hold on. You I'm sorry. You have
to give some context. January 3rd, 2014, the stock was trading at $69. The fact that it got a a ridiculous bump like the entire mark did during the Robinhood Stonks, you know, heyday during COVID means nothing,
I think. That was market beta, not their
performance. Exactly.
That's exactly that's exactly what I was gonna say. This if you could actually point to some alpha, meaning there was a strategic misstep or something that happened that was fixable, a a better example would be let's just say that there was a let's just say that in that that Twitter instead was not a technology company, but a pharma company, because this this example would be easier to understand. The stock is at $69, and you get some interim results from your phase 3 trial. People misread it and the stock tanks. Meanwhile, the stock market broadly speaking is at the same level.
You could say, well, that negative alpha can actually be fixed because of our strategic plan. But what Saks just said is more true in this case. In this case, what's irrefutable is that there's been a broad based drawdown in the markets. There is nothing that you can point to. that says this is something inside of Twitter's control to get the stock back to
$69.
Meaning, 69 3 months ago is actually
38
or $40 today. We're we're we're at an apples to apples even comparison. So from there, the real question is, This 20 or 30 percent premium to this, can you actually show a plan? I think the right thing for Twitter's board to do just to be very precise is the following. They have to take Elon's offer and they have to create a go shop.
I will go and try to get a better price. They won't be able to. And the reason they won't be able to is not a single person who is capable of stepping up with
$43,000,000,000.
would ever get it through regulatory muster. Not gonna happen in my opinion. And anybody with the 43,000,000,000 who could buy it will never take it on. Meaning, Could Comcast show up? Sure.
Could Disney show up? They'll never even look at it.
No. They're not The people
for whom this asset is strategic, Apple. Facebook. Google. Can ByteDance. Amazon can never get it done.
So Nina Khan, no Breno.
I think that's probably right, Jamath, but there is chance.
So I just wanna finish.
I just wanna finish. So from who?
So hold on. Just let me -- Okay. I gotta
finish, Matthew, and then Saks who?
So I think, basically, it's like, Elon, thank you. We're gonna create a go shop. We'll try to find the best offer. I don't think any offer comes in. But then I think what they can do, Friedberg, is if there is this magical plan to shoot rainbows up their ass, they should actually put that to a shareholder vote and let people decide.
And I think that a really fair thing to do that also allows them the credibility in the air cover to say, look. We actually have been working on a plan. We think that that will create an amazing amount of shareholder value, and we just want shareholders to be able
to see that, compare it to Elon's offer and decide for themselves. Who's the white knight, if any, but I heard Comcast? We know that big tech can't do it because Selena Kahn, and then we'll go on to the next topic the next nuance here. Sachs, do you have anybody, a financial player, anybody who who it's a dark horse in your mind, somebody you know?
I think it could be Disney. Jack is on the board of Disney. There was a lot of relationships. Sorry. Go ahead.
They tried to buy it. Bob Eiger said he bailed on it.
Listen. I think there's a lot of companies that could be interested in Twitter. I think you you create the period to shop it to see. And by the way, listen.
I think
I think this administration does not wanna see Twitter become a free speech company again. And so the political winds will blow towards letting I think Twitter be acquired by a Big Tech company even if it means Big Tech, it's bigger.
So I
think that I think they will put Lena Con on pause to allow Google to buy this company if that's what it comes down to.
You're kidding me. Your conspiracy theory is that -- I will bet
it's gonna cut one against this. Will you take a 100 to one odds against I
understand you even comes down to it. Lots over themselves.
You were saying Biden's gonna whisper and Lina Konzier. Put your thumb on the scale and let Google buy this thing.
I'm just saying. The dems can
own it. The libs can
-- I'm saying I'm saying if it was a choice, if it was choice between
What David's saying is my enemy's enemy is my friend. And so instead of having Elon's stated goal, guess what David is saying is instead of having Elon's stated goal of having a free speech platform, at scale exist on the Internet, which they may believe is even the bigger threat to political power, they'd rather it go into the hands of companies that will acquiesce to them at least on the margins.
But -- No question about it.
Biden with Talena Kahn to put her thumb on the scale. Come on.
It's the blesser of 2 evils.
You believe that conspiracy From
their point of view.
I do not personally, but I but I'm
trying to explain. I'm just trying not. This feel like I'm on damn radio, but go on. Yeah.
It's like -- Listen.
Yeah. Where's my tin
--
What is this all about?
Where's my tin for me?
Like and and by the way, I just wanna I just to go back
--
What is this all about?
--
sent you guys hold on one second. I just sent you guys the revenue chart for for Twitter. It may not be that impressive relative to enterprise software companies and others. But I and I'm I wanna be really clear. I am not arguing against this deal.
I'm trying to give you guys the perspectives that we all have a a really kind of honest dialogue about this. why this board may actually stand on their own two feet and win with shareholders by saying, you know what? Look. Our revenue's been going up. We're continuing to grow revenue.
We're continuing to grow usage on the platform. We've got all these products that we're working on. There's a real reason that we're gonna make more than $54 a share over the next 12 to 18 months as we start to deliver this year's numbers and we start to deliver these product features that we've all been sharing and talking about in the progress we've been seeing. And that's the that's honestly, I think the most likely kind of middle ground here is that this board has enough to stand on by looking at the fact that it doesn't matter if the stock's gone up and down. What matters is that they've been in their minds steadily improving the business and continuing to improve the business, and it is an iconic asset that the market should own not a single person and yada yada.
And I think that's gonna be part of the case.
Let me make two points. First, the problem with Friedberg argument is that there's no limiting principle to this. Any board at any time could always claim that they've seen the magical plan, and therefore, they can reject the bid.
You're right, by the way.
That's a problem with it.
And -- Agreed.
-- and particularly in this case, we have to look at the track record of this management team, which it barely exists. but also this culture at Twitter. Okay? This is a company that's language for years. The culture look.
This culture a decade. This culture has been so inept that in response to Elon's takeover offer, they gave all the employees a day of rep.
because Oh, no. That's a reoccurring monthly thing. They haven't -- Yeah.
§04Segment 4
No. They don't. Did it relate?
--
boys were so stressed
out. The boys
were so stressed out
they told him to stay at home and it easy. Okay?
This is this is a
week -- You don't
know the emotional labor it takes to deal with this.
This team is weak Okay? Soft. And it's soft.
Workplace and weak.
And Elon would give the whole company an enema and fix this thing, and is why they don't want him taking over.
But listen
-- You are you
are a 100% right, but it but that's not the point.
It's not the question at hand. But this is why this is why you should not let this board and this CEO invoked some magical plan that they don't have, that they never came up with, and they would never come up with because this is a big excuse So they're not out of a job. Okay? But now let me let me go wait. Wait.
Wait. I never got a chance to make the second point. Let me respond to the Tinfoil hat thing. So listen, what is this story really about? It's about free speech.
It's what it's about for Elon. He said in this takeover and then at the speech that he gave at Ted, that listen, this is not about economics for me. Twitter needs to be the Open Town Square, It is the marketplace for ideas. We're gonna make it a free speech platform. We're gonna open source the algorithm so people know when they're being canceled.
They know why they were taken down. Is that algorithmic? Was that a human intervention? This is what it's about for you all. It's also what it's about hold on.
It's also what it's about for all the elites, for everyone observing this, for everyone who's criticizing it. Listen. Look at the look at the React, We we haven't talked at all about the hysterical reactions to all of this news that happened. I mean, there was a fan fantastic tweet here. Well, business insider said that Elon Musk attempt to buy Twitter represents a chilling new threat.
Billionaire trolls taking over social media. This is one problem. Back in 2013, Business Insider's headline was Billionaire Jeff Bezos, Washington Post by Marks a fascinating cultural transition in America. So these guys are completely hypocritical. When it's a billionaire that they like, they praise it.
When it's when it's a billionaire sporting free speech, they oppose it. That's what's going on. You had Jeff Jarvis with this insane --
Professor Jeff Jarvis?
Yes. Saying today on Twitter feels like the last evening in a Berlin night up at the twilight of Weimar Germany. I mean, somehow, these people think that the reinstitution, the restoration of free speech, is somehow like the the end of Weimar, Germany. And then I think probably the best example was this tweet by Max Boot, where he says that for democracy to survive, we need more content moderation, IE censorship, not less. So in the war mind of all of these elites in the media, the corporate media, they think that for democracy to survive, they need more censorship.
This is -- The
first thing the Democrats ever did is give the Republican Party free speech. That was our issue. How we gave it to you guys is just insane.
By the way, this is your bias in evaluating this deal. I wanna point that out. You you talk about the board's bias, but you do have a bias on on and that's not really the question at hand. the question at hand is $54 the fair price to pay for this company. No.
I know. But that is also about free speech. There is another issue at its core.
That's not that's not it. Sorry.
I well, I agree. It's not about the deal, but that is why Elon's buying the company.
I agree. I agree. I agree. He's not doing this. We're pointing out that we we all criticize the board.
And we all criticize them for not taking the deal. We're motivated generally because we wanna see the deal happen. We wanna see Elon do it.
I wanna be I wanna be very clear. Couple things. First of all, the stock is basically the same price it was in December of
2013.
Right. Right.
Okay. So what happened in the market during bedtime?
It went absolutely up and to the right in a violent manner.
Right. So if you had a strategy to not grow and you deployed it, could you actually achieve this performance? So I'm
I'm just saying that's just an objective fact that we have to keep in mind. Yes. Whatever Whatever whatever has happened has collectively not worked. And it is it is systematic. Meaning, the underperformance is not a quarter.
not in a month, but whatever has happened here collectively inside this business has not been working for nearly a decade. Okay. So just getting all the emotion out, that's a fact. Right. Okay?
And so at some point, people will say, well, the devil I don't know is better than the devil I do know. because devil I do know is destroying money for me at a at a horrific rate, which if you look at how the S and P is compounded since 2013, versus now I mean, my gosh. If you had done a spread trade of long the S and P in short Twitter, you would have made a fortune.
How about long Tesla's short Twitter?
Well, I'm just trying to give the just the general market. No. I'm just trying to give you the general market math. Right? Forget even any individual spouse.
So
-- And and and look. Friedberg, it's not just ideological here. think we all agree on the correct economic thing to have happened here, which is that the Twitter board should run a process. They should see if there's a better bid out there. If there is, You play for the bigger bid, make Elon come up on the price.
Okay? But if there's not a better bid, Elon's offer is the best deal on the table, I think you take it. That's what economically should happen, but it's not gonna happen. And the reason it's not gonna happen is not because of superior economics or a magical plan. It's gonna be because the The board members on this country club, they call a board.
Their interest is to stay on that board. Parag's interest to stay as CEO. and all the elite observers and the media, all the people denouncing Twitter -- I'm
gonna give you guys the number.
-- want this to want censorship to remain in place. That is what's going on.
me one second. I wanna ask one question, Seth. Okay, Rupert. You have a lot of Bitcoin? You have a big amount of Bitcoin?
Some?
Bitcoin's pretty much for Bitcoin's reading like 40,000. If I said I'm gonna buy out all your Bitcoin for 45,000, would you take it?
Well, that's a it's a different situation because you can't You can't make an offer for that. And -- But what does Mike say?
Let's just see my answer is here. Here's the difference.
Here's the difference. There's no principal agent problem in that context.
I know.
It's a fully decentralized person.
But you
have a point of view on on on Bitcoin. I no. Forget about the structure. I'm I'm coming to you, and I'm saying, hey, Saxx. I wanna buy all your bitcoin for 45,000.
What's your answer? It's trading
40.
That's not that's not that's not
a that's not a share that's not a share
of stock.
Put it put it to a vote.
Yeah. I'm trading then put it
to a vote. Right. Let every single shareholder decide then put it to a vote, and we'll see.
Yeah. And by the way, Freeport, there's no limits on your ability to go on the open market and buy Bitcoin. So if you do wanna try and acquire a 100 percent of Bitcoin, go on the open market and acquire it.
I mean, there are people trying to build big positions exactly.
So go do that. But there are huge limits.
I just I
just want There
are hold on.
There are big limits on the ability of Elon to go on the open market and just keep buying up all of Twitter. And the push And now it just wasn't pill. Now this poison pill, they've stopped it.
Do you agree with the poison pill Friedberg?
See, Jake, Al, hang on. I wanna explain why that is because this is really important from a corporate governance perspective. So people understand what you're saying is right. But the job of the board is to look out for the interests of all shareholders, particularly minority shareholders, people that own a small stake in the company. if someone came along, let's say a private equity firm owned 60% of a public company, the board can't just act in the interest of the private equity firm.
they have to protect the smaller shareholders. And so their job is to say is their upside for the smaller shareholders that their vote should matter more. And that's why we have a board to have that judgment debate and to decide. And I'm not arguing against you as much as I'm explaining what goes on in the lawyers. Okay.
meetings with the board. This is what they're telling
--
I think they're saying
your job is to look out for all shareholders. So Elon can go out and buy a bunch of shares. But if he doesn't have 30 percent of the shares, the board has to represent the interest for those
30%.
Right. That's how it works.
I I think I think what the what what also works and what normally good boards will do. And I don't know whether Twitter will or will not do this, but I'm assuming these are you know, they'll they'll do the right thing here because we do know most of them. they should probably get a fairness opinion. I'm sure Goldman is doing evaluation as we speak. But, again, when you factor in what's happened to this stock over the last decade.
And when you factor in the market beta today, it's I think you're going to have a very hard case to make that there is a path to an outcome that's a lot bigger in an obvious way here. And I don't think that that's gonna pass a lot of muster. And so the the the the problem that this board will have is justifying the alternative of not taking this. I think it's going to be harder than you think. Yeah.
And I think it's gonna create an enormous amount of backlash where, you know, there is a probably a lot of shareholders that would probably wanna get out. You have to understand, like, why our Vanguard and all these guys owning Twitter, they have to own it through these ETFs that they've created in
That's right. That's right.
they don't necessarily have -- They don't they
don't have a point of view on the company. Right. I agree.
And so, you know, they're out to just basically so when you really boil it down, How many concerned interested shareholders are there? Well, he's Elon is clearly the largest there. You know? And then after that, it's probably only 30 or 40 percent of the total outstanding equity.
I bet Jack has a really I bet Jack has the linchpin in what's gonna happen here. You know, his point of view on this transaction and whether or not Elan should be the steward of this business going forward and whether this is a fair price for him is gonna sway a big part of how this process is gonna go.
Jack owns 2%. Elon owns over 9%.
Yeah. But he my point my my point is I think Jack's gonna be a a big opinion setter in that board discussion. because he's
on the ball. Okay.
I think they're simpatico and they're friendly. So Just to give you guys a number to react to here, 2021 revenue is
5,000,000,000.
They have 8000 employees, back of the envelope, $625,000 per employee in revenue. Just looking at Google, which is the greatest business ever created perhaps in terms of efficiency as we've talked about. They have a 135,000 employees and revenue is 257,000,000,000. which puts them at 2 close to 2,000,000,000 or 2,000,000 per employee. How many people sacks on an operational basis does this business actually need to run efficiently.
8000 -- Yeah. You could fire half those people or more that'd be absolutely no impact to the business. In fact, they probably run better because right now, they probably got too many me's happening with too many people. We all know this. That company -- So -- -- culturally has been broken for a
§05Segment 5
long time. -- comes to you and says, you're my guy. You did Yammer. You're in charge.
Would you run it, Zach? Would you take the senior?
Go or she would. He forced you
to take the gun. -- out, guys. Come on.
Not wrong. But you take the job for
10%? I wouldn't.
You're a liar. Would you take the job for
10%? No. I'm done operating companies. I'm sick of it.
What if what if your funds got I don't
like doing the real work.
Wait. Hold on. Hold on.
I think
I think I think this is time I think this is time where we where we can share
-- Not too old. I think it was 6 years ago, 5 years ago, I
did approach Twitter with another large investor, but it was more of a friendly activist thing. And David was our nominated CEO. That place apart.
Good news. Must turn it all in.
But now after that meeting, which which was a little heated, Their VP of Engineering And CTO quit the next day, I remember. Yeah. I was responding.
Oh, what? Just that big concept of reporting it to Saks they quit. It raked criminal possibility.
You know, it starts with like the NBA. I mean, you get to a certain age. You you're just, you know, it's you're too old. I mean
You're the coach. You you'd be
filled Jackson. Just I it's flattering. It's flattering, but I'm done. I'm done operating. I'm so sick of all
that.
Jack, who do you think I
go on Zoom calls couple of times a day. It's a great life
for me.
Elon can't run it. You've got a lot going on. Who do you think should be the actual CEO, the day to day CEO there?
Well, I think Elon would figure I think he would go in and figure it out. I mean, he is obviously an extremely --
But who would be Scott? Who would be on
the ground?
Well, he's got a lot people who can probably plug in. You know, that my understanding of the way that things work at -- Matija. --
and -- Check out from his job.
You know, SpaceX is He's got some terrific young talent who he appoints to these sort of project manager or product manager positions.
Yeah. And they
and he's got, like, 20 of them reporting to him, and they run the company doing a whole sequence of of projects in parallel. Right. So he has, like, a bench, a deep like, Elon is the new GE. Back remember when GE went all tally
used
to go there. Yeah. The Elon's got so much incredible talent on his bench. He could parachute in some amazing operators there and clean up that place.
Let me tell
you something. It'd be incredible.
the AI team on that self driving team, which I've met, and I've seen their work, like, you know, in private. And it's so impressive that if he took one of the AI people working on self driving and dropped them into Twitter.
1.
They would solve the bot problem the spam problem in 30 days with 1. And if god forbid he sent 3, they would solve it in the weekend. The fact that they can't solve spam and bots and other meshugna going on at that company is crazy. Right.
You would fix that. By the way, there would be less sort of there would be less problematic content on that site with Elon running it. Why? Yes.
There'd be less harassment.
There'd be less harassment because he given all the He'd he'd impose an authenticity response.
Who is doing the brigading? It's all these bot armies. The problem is they don't want the bots to go because the only sign of life in that business is spammers and you know, all these fake accounts being created. So they're just scared to take that 20 -- Yeah. -- percent hit.
But the site would be cleaner without it. But but look, Jason, I I really think that part of the problem with our conversation today is that we're viewing this whole Elon versus Twitter thing purely in economic and to some degree operational terms. When, really, I think this is also in ideological and cultural battle or struggle.
Alright. We'll go to that. Let's do it.
And this is why it's really captured the imagination of the public. there look. What is the if you were to sort of zoom out 30,000 foot view, the big struggle of our time politically and culturally is populists versus Adidas. Okay? That's the big battle that's happening.
Elon is one of the rare billionaires who's sort of anti elitist. He pokes fun at their pities all the time. This is why they call him a troll. Okay. He wants to restore free speech.
Somehow, the elites are now on the side of censorship, like Max Boot said, they believe that in order to protect democracy, they need more censorship. What they really mean is to protect their control over democracy. They need censorship. Why? Because they're greatly outnumbered.
There's more populous than Elitis. So if the more democratic this country becomes, the more they are gonna lose power and be kicked out. That is why they are so fiercely resisting the restoration of Twitter as a free speech platform. It means the end of their cultural power.
The the Axios headline encapsulates that to a t. I gave you guys the link, Nick, you can show it. The world's richest man, Someone who used to be compared to Marvel's Iron Man is increasingly behaving like a movie supervillain, commanding seemingly unlimited resources with which to finance his mischief making. I mean, what a like, are you really are you serious this is the same guy that's
--
That journalism?
I mean, this is the same guy that's that's doing more on climate change. It has been doing it
2
you know, 20 years ago when it wasn't popular and satellites. But I I said this to her. and space travel. I and and I said this before, but I just wanna say it again. I think if he does get a control of Twitter and there is A strong reliable moral force for free speech, I think that's actually gonna be his biggest contribution to society.
Because independent of all these other things, you know, we want sort of this political philosophy of democracy and capitalism to roughly work together. And I think it sits on top of this fundamental idea that you can say what you think without retribution. And it's only there you can actually seek out different opinions and try different ideas and say things, and most importantly, make mistakes. And right now, we we have such a high cost for making mistakes that it just shuts so many people down and out. And if he does that, that's at actually a really big deal, I think, globally.
You know what that Axios headline could have said, Elon Musk spent significant portion of his fortune to restore trust in public square by open sourcing -- But you can't.
--
open source hold on. Open sourcing the API and allowing transparent a moderation. No.
Jason, that's
what he said in his TED took.
Jason, they can't because they lose power if Elon wins and gets control of Twitter.
Right. Exactly. look. The the the corporate chart corporate journalists like Axios, they don't make a lot of money. What they have is some degree of status, but more importantly, they have influence That's why they do those jobs.
And the fact of the matter and and there are influences enhance when other people don't have the right to speak. And the reason why Elon is a supervillain in their eyes is because he's gonna give the people their right to free speech back That is what this is really about, and they are adamantly opposed to that. Now, 10 years ago, 20 years ago, every member of the press would have defended the First Amendment. They saw freedom of speech, freedom of the press as synonymous and fundamental to our republic. Today, they don't believe that anymore.
History has been inverted. Glen Greenwood actually had a great paragraph about this. If I could just I know Jason made fun of
the fact
that -- -- meanwhile. Yeah.
We -- Look. I mean, I'm gonna let
you all
stand on a minute. But what he said is, that somehow these elites, they somehow inverted history. So now they believe that it is not censorship that is the favorite tool of fascist pirates and authoritarians. Even though every fascist and despot in history, youth censorship is a key means for maintaining power, but they instead believe that it is free speech, free discourse and free thought that are the instruments to repression. So that is what it is about.
But but the the irony is that these elites now believe in the use of authoritarian tactics to preserve their cultural power. That's that's about
assessment on a platform or hearing opinions they don't like with with, you know, like, actual censorship. There's gonna be harassment, sadly in the world. and you can build tools to mitigate that. I mean, I one of the things I don't understand, you know, I don't know if you know this feature they added last year or so. where you can say only your followers can reply.
You know, all these people are complaining about harassment. I never see any of them say my followers can reply. If they did, they would never have anybody reply who they didn't want to reply. The problem would be solved. Okay.
Lots more to come on this topic. wanna just get -- That was a long
topic for us. Wow.
Well, I mean, it it it it's it is like the perfect topic for us because you have Friedberg of speech. You have markets. You have governance. I mean, it's just everything, entrepreneurship. I just wanna end with yeah.
We're here 30 days from now. What is your majority case? What is your majority probability here of what happens? Give it a second. What is the stock trading at?
And who's running the company in 30 days sacks your first?
Here's what's gonna happen. This goes back to my tin foil theory. I think one of 2 things is gonna happen. Okay? First of all, Elon is gonna be thwarted by these folks.
He's not gonna get control of this company. They're the vested interest in stopping him by the board, by the new CEO, and by the corporate media and and and the political elites is too great. They will find a way to stop him. Okay? And one of 2 things is gonna happen.
Either, the poison pill will win, and Twitter's stock will be down in the dumps 30 days from now. It'll be the same price it was when he $30. 35 around that price, it's gonna be back in the dumps. And to Chamas point, all these board members are gonna be sued, justifiably so because they did not pursue the best deal of the company. or there's one other possibility that they will find a buyer for Twitter and that the the way they will defeat Elon will be to find another buyer at, you know, the same or greater price.
And they will place Twitter in the hands of another company who they regard as culturally safer because that company buys into the regime of censorship. and it might be Disney. It might even be Google. I I'm telling you, I think that if Google were the company to step up, the administration would ultimately support that deal rather than Elon getting the company. And I think they would tell Leonon to stand down in that instance and let it go through.
§06Segment 6
Okay, Lena Khan. You have that.
We will find out. And I tell you in 30 days, we will find out how rigged this game is and how deep the corruption goes because they will do anything to stop Elon from acquiring this company, even if it means violating their judiciary duty or violating antitrust law.
Okay. There you got it, Alex Jones. Position? Let's go Friedberg.
I mean, I am not
at all -- What is the majority case in 30 days?
I'm not at all conspiratorial as Saks. I don't think that this is bad.
--
1st part, Saks. Yeah.
Protect. I think that I think that we have a board of rational actors. I really do. I think that they're gonna do what they think is in the best interest of shareholders in terms of price per share. I think that's how they're gonna operate.
They're all super smart, super ethical, high integrity people on that board. Alright. Now, Would I like to see Elon own and operate Twitter personally? Yes, I would.
Why? Well, I
think he's gonna be a better operator. He's gonna make that product better. I think he's gonna make the business better. I think it's gonna be
--
Better possible.
He's gonna he's gonna have a much more rational view on moderation that I I think has been lost over the last couple of years. I think he'll innovate in ways that we haven't seen in that business in many years. So I I'd be excited for him to own that business as a user of Twitter. That's awesome. But I don't think that I think the board's gonna act rationally.
They're gonna try and find the best price. They're gonna reject his offer. I don't think he's gonna up the offer significantly to the point to get it to get it done. They're gonna go ahead and run a long strategic process. 3 months from now, we're still gonna be running that process.
That process is not gonna be done. No one's gonna have a real answer. Elon's gonna trail off and do something else, and this whole thing will kind of fade into something -- -- will
be trading where in 3 months.
35 --
Okay. -- bucks a share.
37
bucks a share? Yeah.
What is the majority case here? 30 days, 90 days from now.
I think the the 30 days is we're kinda kind of still be here. I don't think much is gonna get figured out in the next 30 days. Yeah. In the next 90 days, I don't think you're gonna see a better offer. I don't think anybody wants to buy this dumpster fire.
Because you have to understand this dumpster fire is twofold. Right? On the one hand, you have a whole user usage bot spam harassment problem. And then you have an internal, you know, issue around culture and monetization and all of this other stuff. And so, you know, you have to be really prepared step in and deal with both of these two issues in a really definitive way.
I think that that I'm not sure that corporate boards and companies and CEOs have a stomach for all of that. So I don't think there's a better bidder. But I think within 90 days, they're gonna probably first try to reject it. I'm not sure that that's in the best fiduciary interest of shareholders. In fact, I don't think it is.
And I think to reject it would be more a sign of ego than a sign of logic. And then I think they are gonna get sued and they're gonna be embroiled in lawsuits for years.
So no sale happens. The stock language is again stalemate. disaster.
Well, I I think by saying it look. I mean, if you look at the stock, like, a simple stock market analyst would say whenever there's a merger announced, right, at, like, x price, Right? Like, look at Microsoft and Activision. That's a better example. You know, Microsoft announced that the stock was at, like, you know, 57, $58 a share.
Microsoft says we're gonna buy Activision I think it was for $95 a share. Right? And if you notice, the stock hasn't gone to 95. Now, typically, merger arb merger arbitrage. What happens is that the stock goes to $1 or $2 of the acquisition price.
Right away, almost immediately. Or it goes to within 5 or $10 or 5 or 10 percent, and then it bleeds towards the m and a price as the deal gets closer to certainty. So when there's a big gap, what the market is voting is that the deal's not gonna happen. And so when you look at the gap, Microsoft Activision, it kinda says it's gonna take a long time and there's a risk that it doesn't happen. Similarly, if you look at this Twitter thing, Why didn't it go to 53 bucks a share?
It's because a lot of people think that the board's not gonna do the right thing.
Agreed. The fix is in.
That's so conspiratorial. Saxx, honestly, do you listen to Alex Jones?
The fix is happening in plain sight, Friedberg. Jamonta said it.
Why is
the price below $54? Listen. I -- When when when a deal is gonna go through, the price goes right up to, like, below that price. The price is well below the score. --
the reason the price isn't going up there is no buyer who wants this asset. It's gonna be years to clean up.
No, Jason. Jason. I don't think there's a buyer who wants it. Even you thought that there was another buyer that was gonna come at a higher price? The the the money good thing to do is for people to basically buy that equity to basically bleed into the acquisition process.
No. No.
I get all that. Yeah. Yeah.
And so the fact that that it didn't move at all, in my opinion, is a concerted belief that the board is gonna reject the offer.
Got it. Even if there was another offer.
And and what they didn't wanna do is buy the stock at 50 have the thing all of a sudden get announced as, you know, we're not gonna take it. Elon dumps his shares. All the people that bought the socket 50 hoping it'll go to 54 would all of a sudden lose a lot of money because the stock would instead be at 34. So the fact that the stock basically didn't move is essentially the market's way of voting This is a head fake. We you should take the offer.
The board's not going to, and the stock's gonna tank back to its other its its original price.
My prediction is the board tries to fight it. Stock collapses. Nobody thinks it's gonna get done. Elon lowers his offer. and he wins it by the end of the year and gives him a lower offer.
You didn't like Jake Keller always with the optimists. We're going
39. That's very Michael Corleone.
Yeah. Now the offer's
49,
and it goes down $2 every quarter until you guys yes. The end, it's trading at 30. I lower my offer.
Jason, if you wanna if you wanna just finish with this little code of the the the Revlon story, it was actually kinda cool. Forceman Little comes in to try to basically give, like, a white knight bid. And what Ronald Perlman did was basically say, I'm just gonna you know, top tick every bid. He he was pretty baller. He's like, I'm gonna top tick every bid.
So enforcement would be at 51, and then, you know, promo would be at 5150. No.
They would go to
54. 55.
You know?
And so and so he was almost and he exhausted force been like, eventually, they're just through their heads up. They said we can't we can't do this anymore.
Yeah. I wanna so I wanna make a couple of movie recommendations real quick because I I tweeted a couple of things
that you
guys know.
--
the gate?
there's barbarians that get in Wall Street, and, you know, I tweet these things and they get no likes. So I think people just don't watch old movies. Just one. They came out they came out in the 19 eighties. Wall
Street movie is one
of the all time great movies.
All time great.
Probably the best movie a business has ever been made. Oliver Stewart -- --
Wall Street is. Yes.
Wall Street is
Margin call is pretty good. I really like Margin call, but, yeah, I agree.
Barbarance of the gate was --
Better book. -- modern book.
Yeah. It was a it was a TV movie with James Garner. It was good. I I can give you
guys worth watching
too. The book is excellent.
The book
is excellent.
The book is next level.
I gotta go eat that, everybody. Love you, Basis.
Love you, guys. Gotcha.
Hey, everybody. We decided to split this epic episode into two parts. One two parts. So we get you all the Elon Twitter discussion out as soon as possible for your Friday night viewing pleasure. Stay tuned for episode
76.5.
This part 2. Coming out in just a few hours. We're gonna talk about the global food crisis. China's plan for food storage, geopolitics including the French election. And we got a bunch of all in summit talk.
Everything is heating up, so stick with us.
What winter's ride. Rainman, David Sachs. I don't think we know.
And it said, we open sources to the fans and they've just gone crazy with it.
besties are gone. That is my dog to I miss your driveway.
We should all just get a room and just have a think you, George, because they're all just useless. It's like this, like, sexual tension, and they just need to release her vowels.
What? You're the VP. What?
Pure feet.
Be your feet. What?
We need to get mercies are back.