The Prof G Pod with Scott Galloway - Prof G Markets: AMC APE, Private equity and Twitter’s whistleblower

Episode Date: August 29, 2022

This week on Prof G Markets, Scott shares thoughts on nuclear power, AMC’s APE preferred shares, and how private equity works. In this week’s deep dive, we dig into the details on Twitter’s recent whistleblower. Learn more about your ad choices. Visit podcastchoices.com/adchoices

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cards, savings accounts, mortgage rates, and more. NerdWallet, finance smarter. NerdWallet Compare Incorporated. NMLS 1617539. This week's number, $6 million. That's how much money the University of Texas adds to its endowment every day from the proceeds of, wait for it, oil. The University of Texas owns over 2 million acres of oil-rich land. With oil prices rising, the university is on track to surpass Harvard's $53 billion endowment. Put another way, UT may become the wealthiest university in the world because Putin invaded Ukraine.

I can't think of Texas without thinking of Brokeback Mountain. I wish I knew how to quit you. Supposedly, Emma Watson and Margot Robbie are doing a remake of the wonderful film. Now, on the one hand, I hate it when we have to have females redo iconic movies. On the other hand, lotion. That's good. That's good. That's why people show up to Prof G Market. Welcome to Prof G Markets. Today, after a quick look at the headlines, we'll be discussing AMC's latest cash grab,

the democratization of private equity, and Twitter's whistleblower news. Claire, our millennial for the week, what is going on today? Bring us up to date. Let's start with our weekly review of market vitals. After surging for a month and a half, equities have cooled, with major indexes trading in a narrow range. The dollar remains historically strong, gaining slightly against foreign currencies. Bitcoin appears to have staunched the bloodletting it's taken since late 2021, and the yield on 10-year U.S. treasuries rose 10 basis points to

3.1%. Shifting to the headlines, manufacturing and service sectors are slowing down around the world, with outputs contracting in the U.S., Japan, and the Eurozone that could indicate we're on the verge of a global recession. Peloton moved beyond its direct-to-consumer model and started selling its stationary bikes on Amazon last week. Its shares popped 20% on the news. Still, Peloton's stock is off about 70% year-to-date, and the company reported a more than $1 billion loss in quarter two. Nuclear power stocks have outpaced the S&P 500 this year, and the Inflation Reduction Act gave them a big boost in August. Constellation Energy is up about 90 500 this year, and the Inflation Reduction Act gave them a big boost in August.

Constellation Energy is up about 90% this year, soaring 50% in the last month alone. Any thoughts? Yeah, there's a few things here. So the reason that Peloton's stock surged when they announced they were distributing through Amazon is that people think that Amazon might, in fact, buy Peloton. A lot of people would argue that this diminishes Peloton's core promise of being vertical and controlling the entire brand process from discovery to intent to distribution. So going on Amazon is great for volume. It's typically not good for your brand. But the reason the market moved up is not because they think they're going to sell more bikes, but they think that this is,

again, a precursor to an Amazon acquisition. The nuclear power thing, we predicted this nine months ago. I wish I'd voted with my money here. I've thought for a long time that nuclear power just needs a rebranding, that if you're going to have a serious conversation around climate change, it has to involve nuclear. You could take all of the emissions produced from every nuclear reactor since they were first put into operation and store it in a container that's about six feet high and covers the length of one football. When I mean football, I mean soccer, Claire, because I'm European now. So the question is, why has nuclear not been embraced the same way we all fawn and slobber over wind and solar and virtue signal when we put panels on our

rooftops? It's because fucking Jane Fonda and Meryl Streep and Cher and HBO have convinced us that nuclear power plants are going to burn a hole in the ground or that they are going to be weaponized by terrorists. And granted, there's some risks here. There's no free lunch anywhere. But this is about the freest lunch you can find. So I wish I'd invested here because I think this is very exciting. I think it's good for the world, good for the country, good for investors. I was going to ask, should young people get in on this now? Should we be investing in this? That's a great question. And I think it's fun to take, say, 10, 20, 30% of your portfolio and have some fun with it. Pick things that you're interested in, where you think you have an edge or you have insight, or you want to learn more. Because

to invest, you start tracking, you start learning it. But commit to stocks you want to own at least five or 10 years. And generally speaking, stock picking doesn't work. The smartest people in the world around finance do one thing. They buy a basket of stocks vis-a-vis an ETF or an index fund that's low fees, and they don't look at it again. Because time is your ally, trading is your enemy. Having said that, if you wanted to go into, say, nuclear, I would suggest you find some sort of ETF or a basket of nuclear stocks. But I'm very bullish. And even with this run up, I think it's a great long term investment. one of the original beneficiaries of 2021's meme stock bonanza, is capitalizing on an insatiable retail investor appetite and issuing a new class of preferred shares under the ticker APE. Scott, before we get into AMC's strategy, can you explain the difference between common and preferred shares? So what's the difference between common and preferred shares? What you and I would

typically purchase is common stock. A share of stock represents ownership in a corporation, meaning there's 100 million shares, you're entitled to 100 millionth of the profits, 100 millionth ownership stake in the IP. And it also is modeled after national governance. And that is instead of one person, one vote, one share, one vote. That's not always the case with dual-class shareholder companies, but it's modeled after our traditional voting system. Preferred shares typically have economic priority over common shares.

In other words, they're elevated or they come first in what's called the cap structure. Debt is number one, typically a lower return. But if shit gets real and the company goes out of business, it's the debt that has the first claim on the value of the assets. Preferred is somewhat in between. It's a gray area between debt first claim on the value of the assets. Preferred is somewhat in between. It's a gray area between debt and equity with some features of both. APE is unusual.

They call it preferred, but that's sort of a misnomer. The preferred and the common in AMC are almost identical. So why not just issue more common stock? They issue preferred shares because one of the downsides or logistical constraints of going public and registering your securities is that there is a limit on the number of shares you can issue. Now, the CEO of AMC realizes that it's better to be lucky than good. The stock has skyrocketed for no real reason other than some folks on Reddit have decided it's a meme stock. And he has taken advantage of that and continues to issue more shares, except he's bumped up against the ceiling.

So he has decided to issue a new class of shares, but it really isn't a new class. It's called Preferred and Name Only. But this really isn't a case study in preferred shares, if you will. It's a case study in a company whose value has unnaturally surged. So they keep issuing shares to pay down debt and diversify. They bought a mining company, which makes absolutely no sense. And speaking of making no sense, AMC reported a loss of more than $120 million in the second quarter and more than $5 billion in long-term debt. That doesn't include lease obligations for theaters that no one is really going to.

What does all this have to do with profits of a movie business? Well, that's a great question, and the answer is it doesn't. AMC has become an empty vessel for sentiment or trading or speculation, and that is people just aren't buying the underlying business. The underlying business is a difficult business and structural decline, regardless of whether Quentin Tarantino thinks we're a part of a collective. It just cracks me up when all these big Hollywood bigwigs talk about how great it is to go back to the movie theater. We come to this place for magic. We come to AMC theaters to love, to cry, to care, because we need that. All of us. I doubt any of them go to the movies.

I don't know what your behavior is. I still go to the movie theater. I just go about once a quarter because my kids force me. When I was your age, I went every week. That was what you did on first dates. You took someone to dinner and a movie. Or in my case, dinner, and then they decide they just wanted nothing to do with me. We wouldn't get to the movie.

But this is a business and structural decline. And I don't fault the CEO because he's saying, all right, if you want to pay me a lot of money for this, fine. And I'll try and figure out a way to pay down debt and try and do some sort of two-step here and figure out a way to get into another business. But this is a very dangerous thing to play. If you're going to play in a meme stock, just be ready to lose it all. It's gambling. If you walk away with more money, consider it a victory and serve yourself free drinks because you are in a casino. Some people might say it's irresponsible of AMC to keep selling shares.

So a CEO's responsibility is to serve as a fiduciary for stakeholders. I think fiduciary is an important term for young people, and that is putting yourself in a position of power and strength that you can represent interests other than your own. Now, the CEO and the board are supposed to represent other people's interests, and the CEO is saying, okay, if somebody wants to overpay for my stock and drive up the value of my existing shareholders who I am a fiduciary for, he has a responsibility to take their money. He's doing what he's supposed to be doing. There have been irrational prices for Amazon stock, and Jeff Bezos issued shares

when he realized the stock was expensive or the stock was trading at a rich price. I don't think he's doing anything unethical here. There's never been a better example, though, I would argue, of buyer beware. This is a shitty business. It's going to go away. And if you're buying these shares, you want to keep a close eye on them because be clear, you are just trading. You're not investing. All right. Well, let's take a look at our next story. Here on ProfitG Markets, we mainly focus on public markets, securities that anyone can buy and sell. But most U.S. companies are privately held, and there's an active market for investing in them. Early-stage investments in growth companies are the domain of venture capital. But there's also a significant asset class made up of mature private businesses.

Firms that invest in these businesses are known generally as private equity. Historically, private equity has been reserved for very wealthy investors and institutions. But there are increasing efforts to make private equity investments available to regular investors. Scott, before we get into how access to private equity is changing, could you explain generally how the private equity business works? Sure. So private equity, if you think about different asset classes, there's angel at the very beginning, then there's venture, then there's growth investing, pre-IPO, then there's public markets investing, then there's distressed when a company begins to die. Private equity, usually

they take 100% ownership of the company they invest in. They take a control stake, whereas VCs usually take somewhere between 10 and maybe 30%. Often, private equity uses debt to finance their acquisitions. The reason why private equity has been such an amazing business the last 20 years is debt has been so cheap that you can effectively buy a company almost with free money and then let time take over. And as long as the company and the economy continue to grow, you're probably going to be just fine. The other thing about private equity, I've worked with angels, venture capitalists, private equity professionals, distressed investors. I would argue the worst place to be in the cap structure or in the investment cycle is angel. Very few

survive. So I think it's terrible from a strict ROI standpoint. Venture, you have to have a lot of chips on a lot of numbers. Two-thirds of your business go to zero, or maybe you get your money back. Of the remaining third, 50%, 70%, you make 2% to 3x. But what you're hoping for is the one company that goes 10% to 100x that pays for the entire portfolio. I invested in a fund that had some Google in it. Almost everything else went to zero, but they had some Google, which paid for everything. So venture is really swinging for the fence. And occasionally you're going to strain your back, but you hope you connect and it pays for everything else. Private equity is a great asset class because generally speaking, they're going into good businesses. They're using low cost capital to buy those businesses. They're trying

to add value. I also find they're more pleasant to deal with. And that is typically private equity is on the side of management. Now you'd say, well, so is venture capital. Yeah, but when shit gets real at a small company, venture capitalists like to wash out the founders, like to try and grab as much equity as possible. Once a private equity deal is done, everyone's deal is sort of set. They buy a company, they give management 20% and all the negotiation, all the jockeying, all the politics are done. And everyone is then pointed towards the North Star of adding value. Private equity raises money long. What do I mean by that? If you invest in a private equity fund, you usually sign documents saying that your money

is illiquid. You can't get it back for seven to 10 years. So they have the flexibility to draw down capital, make long-term investments, and they can survive volatile cycles. They can wait till the market recovers. Private equity is increasingly opening up to smaller players. For example, investment firm Apollo has recently built out a team to serve individual investors. This offers less wealthy individuals a stake in Apollo's $90 billion private equity business. KKR, another big private equity firm, is doing something similar. On its earnings call earlier this month, the company said it's looking to expand into, quote, democratized products, end quote. There are also tech platforms emerging, including Moonfair and iCapital,

that let investors pull smaller checks together into one larger investment. Scott, is this a win for retail investors? I do think this is a win for retail investors. PE does really well. Average annualized private equity returns over the past 20 years have been almost 15% versus venture capital at around 12% and the S&P at 9%. So again, it's hard to get into because it has high buy-in, long lockup periods. In general, when you have illiquid investments that are long-term, you get a higher return because you don't have that liquidity and those short-term options.

And that perfectly describes private equity. All right. We will be right back after the break to talk about the latest in the Twitter lawsuit. Support for this show comes from Constant Contact. You know what's not easy? Marketing. And when you're starting your small business, while you're so focused on the day-to-day, the personnel, and the finances,

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Go to ConstantContact.ca for your free trial. ConstantContact.ca. What software do you use at work? The answer to that question is probably more complicated than you want it to be. The average U.S. company deploys more than 100 apps, and ideas about the work we do can be radically changed by the tools we use to do it. So what is enterprise software anyway? What is productivity software? How will AI affect both? And how are these tools changing the way we use our

computers to make stuff, communicate, and plan for the future? In this three-part special series, Decoder is surveying the IT landscape presented by AWS. Check it out wherever you get your podcasts. We are back. The big news in social media last week was the disclosure of a whistleblower complaint from Twitter's former head of security, Peter Zatko. The 84-page complaint makes a litany of allegations against Twitter, generally related to failures in security and governance. Here to help break this down is our editor-in-chief, Jason Stavros. Before joining us at Prof G, Jason practiced law for a decade.

Thanks, Claire. It's always fun when I can let my inner law nerd out to play. And there's a lot here. So I think the first question on a lot of our minds when we heard about this complaint was what impact it would have on the dispute between Twitter and Elon Musk. And the truth is, probably not much, at least based on Elon's position so far.

The gist of Elon's case is that when he entered into the contract to buy Twitter, he relied on Twitter statements in SEC filings about the percentage of bots on the platform. So to get out of the contract, he has to prove several things. But first and foremost, he has to prove several things but first and foremost he has to prove that those statements were false my understanding jason is what twitter has said all along is that it has a process for identifying bots and they estimate that less than five percent of their monetizable daily active users are bots but they also say that that number may be wrong so i still don't see where the beef is around his complaint in terms of providing

Musk with the material adverse event he would need. What am I missing? Yeah, nothing. In fact, it's actually worse than that for Elon, at least with respect to the bots calculation. Zatko's complaint pretty much confirms that everything they say in their SEC filings is exactly right. He says that Twitter is, quote, doing a decent job excluding spam bots and other worthless accounts from its calculation of monetizable daily active users. Zacco, in his complaint, goes through some detail in the process that Twitter actually uses and confirms all three things you just said, which is that it is difficult, they have a process, and their process estimates that less than 5% of monetizable users are bots. So if anything, this makes Elon's primary argument weaker.

So I read this, and distinctive legalities here, as someone who's run companies and likes to think they understand human nature, this is what I think is going on. I think the lawyers did a terrible job writing up this complaint because it's clear this is personal. He essentially, as far as I can tell, was brought in by Dorsey to help clean up or provide counseling around security issues. He reported into Dorsey. So the CTO, who is now the current CEO, Parag Agrawal, probably didn't like a guy being brought in or being layered. And then once Parag became CEO, he fired him, which is what a CEO gets to do. And then Zacco decided, fuck you, I'm going to wait to your most vulnerable, basically 30 days before the court case, I'm going to mention your name over and over. And the whole thing

feels like a legal articulation of what it is to be a disgruntled employee who was fired. Am I missing something? There is certainly a flavor of that. There's a couple of things about the complaint that don't make sense if your primary concern is simply raising concerns at Twitter. The opening section of the complaint addresses this Twitter exchange between Argyle and Elon Musk, which really doesn't have anything to do with the issues that Zatko is raising. It seems designed to catch attention

and create difficult publicity for Twitter. And then there is a section at the end where he tries to sort of lever up his disclosures about Twitter security failings into SEC violations, which from my perspective, looking at it seems pretty weak arguments. Those two sections aren't really consistent with the meat of the complaint. But I will say it really does look like there are some serious security problems at Twitter. For example, the hack that prompted Dorsey to bring Zatco in in the first place was, you'll remember a bunch of high school kids in Florida hacked into Twitter using employee

passwords. They simply called Twitter customer service and said, hey, what's your password? And some people were like, oh, this is my password. And then they logged in, they had super user access, and they got access to Barack Obama's account, to Jeff Bezos's account. And then they started sending people messages from those accounts saying, hey, send me some Bitcoin and I'll make it worth your while. And some people did. So that was pretty embarrassing for Twitter. So Dorsey brought Zatko in and said, fix this problem. So the root of that problem is too many people at Twitter have super user access or administrative access to the systems and can do things like take over users' accounts. According to Zatko's complaint, over half of Twitter's full-time employees have this kind

of access, which security experts will tell you is way too many. So there are some pretty significant underlying issues. He goes into detail on a number of these things, but covers a lot of it with this very personal stuff about the CEO. He has a long section that's heavily redacted, which appears to be about his attempts to bring this to the attention of the board, and doesn't really bear on the underlying security problems. The timing of this feels very suspicious. It's going to be very interesting to see when all these parties are under oath what

communication took place between Musk and his representatives and Zatko. And as far as I can tell, and I think you're confirming this, this probably doesn't change or weaken Twitter's case that Musk has basically illegally tried to get out of a hermetically sealed agreement to buy Twitter shareholders' shares at $54.20 a share. Do I have that about right, Jason? As far as how it impacts the litigation, it's important to keep in mind that Elon doesn't have to win on the bot issue, but he has to find something that Twitter was dishonest about that creates a material adverse effect on the business.

And one of the issues in the whistleblower complaint is Sacco says that Twitter has been out of compliance with an FTC consent decree for years. The consent decree concerns how Twitter handles the personally identifiable information of its customers, your and my phone number and our DMs and things like that. He's saying that Twitter claims that it has put in place a number of security measures to protect that stuff, and none of those measures are even in place. Now, some of this material is redacted,

and some of it is somewhat technical. But if, in fact, Twitter has been out of compliance with an FTC consent decree, and that that is a significant failure that could have serious effects on the future of the business, it's possible Elon could pivot to that argument. But he's put himself in a tough spot because that's obviously not something he was aware of when he tried to get out of the agreement in the first place. So I think it's a long shot, but that's the potential silver lining to what is really just a cloud for Elon, because like we've said, it confirms Twitter's position. If you look at what the market thinks, it is very interesting.

The stocks of social media companies have declined precipitously since Musk initially made his offer at $54.20, meaning that Twitter likely would be trading somewhere in the 20s if it weren't for this offer. The day before the whistleblower complaint was made public, Twitter stock was at about 44 bucks, meaning there's a real argument that this agreement with Musk is now worth more than the entire company. When the whistleblower complaint was made public, the stock dropped 7%. It's recovered some of that. It's still kind of 40 plus, meaning the market is betting that the chancery court will compel him to close or force him to come up with a pretty rich

settlement and that's another thing that's very curious about this complaint and the way it's structured is that zacko seems to be attempting to torpedo the buyout he opens and closes with an attempt to make elon's arguments for. But that's not in Twitter's shareholder's interest. Also, as the complaint suggests, Zacco puts a lot of this at the feet of the current CEO. And if Elon buys Twitter, we know the first thing he's going to do is fire the CEO. So there seems to be a real inconsistency in motivations here for Zacco.

If what he wants is for a new CEO to be brought in and these problems to be fixed and Twitter shareholders to be protected, then twisting his complaint in order to be something that helps Elon get out of the deal is counter to all of those objectives. you said earlier, which is that this is in many ways driven by a personal vendetta. And I think it's interesting to look at Dorsey's role in all this. Dorsey appears in this complaint, but in a very odd way. Dorsey calls Zacco and says, I need you to come in and save the security issues at this company. It's a mess. And then he's just absent. Zacco describes him as getting on calls with him and being silent. He says there was an executive at Twitter that boasted about how he would basically say really inflammatory things in calls with Dorsey just to try to get Dorsey to say anything, and that people were so concerned about Dorsey's silence that they were concerned about his mental health. But if you ask me, Dorsey creates this problem. He brings in this expert,

makes him a direct report to the CEO, which is clearly going to undermine his other members of his management team. But then he doesn't offer him any support. He doesn't come in and elevate this guy to a board presentation level. He doesn't affect the changes that Zach Go wants. I think there'll be a first ballot Hall of Fame place for Jack Dorsey in terms of just shitty tech CEOs, totally absent, a series of bad decisions that have haunted shareholders for a long time. And regardless of how interesting you are and the hushed tones you speak in, a shitty part-time CEO is shitty times two. I think Jack Dorsey's ghost continues to haunt this company. Anyways, Claire, bring us back. What is the team focused on for the week ahead? We've got earnings from Baidu, CrowdStrike, and Best Buy on Tuesday, then Broadcom and Lululemon on Thursday.

On Friday, we'll see the U.S. unemployment rate. As of last month, unemployment was very low, 3.5%, so we hope to see that endure. But before any of that, Signify Health's board is meeting today, August 28th, to discuss potential acquirers. CVS, UnitedHealthcare, and who could have predicted this? Amazon are reportedly top bidders. Final bids are due September 6th. Scott, any predictions? So we said several years ago, we've been saying over the last three years,

that Amazon's going to be the fastest-growing, billion-dollar-plus healthcare company in the world. This is another big move into healthcare, although at the same time, they're closing down their own telehealth operation. I don't know if that means they're going to replace it with one medical, their recent acquisition. But Amazon is now no longer in the closet around its ambitions in healthcare. It's blown the hinges off the door, if you will, and it's going to be very aggressive. So what are we going to see? The prediction's simple. Tech, health tech market, whatever you want to call it, is about to heat up, and we're going to see a lot of M&A, not only by Amazon, but by traditional players who are going to start panicking and say, well, maybe we should scoop them up before Amazon

comes in. Your prediction track record's looking pretty good right now. Yes, spoken like someone who I pay. Anyways, that's it for this week. We will see you next week. Hey, it's Scott Galloway, and on our podcast, Pivot, we are bringing you a special series about the basics of artificial intelligence. We're answering all your questions. What should you use it for? What tools are right for you? And what privacy issues should you ultimately watch out for?

And to help us out, we are joined by Kylie Robeson, the senior AI reporter for The Verge, to give you a primer on how to integrate AI into your life. So tune into AI Basics, How and When to Use AI, a special series from Pivot sponsored by AWS, wherever you get your podcasts. Support for the show comes from Alex Partners. Did you know that almost 90% of executives see potential for growth from digital disruption, with 37% seeing significant or extremely high positive impact on revenue growth. In Alex Partners' 2024 Digital Disruption Report, you can learn the best path to turning that disruption into growth for your business.

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