tv Bloomberg Technology Bloomberg April 18, 2022 11:00pm-12:00am EDT
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>> from the heart of where innovation, money and power collide, in silicon valley and beyond, this is "bloomberg technology" with emily chang. emily: i'm emily chang in san francisco and this is "bloomberg technology." coming up in the next hour, the twitter board mounts a poison pill defense against elon musk while musk continues to taunt them, pointing out that without jack dorsey board members own almost no shares.
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and if the bid succeeds, they would not get a salary. all the details on if this is a hostile takeover. an inside look at a rivian factory in illinois. and see how the ev maker is trying to combat the chip crisis. it is expected to be the busiest wedding season in decades. we'll chat with the ceo of the runway about how all of those i do's could be big business. now to our top story over the weekend. he sent just a tweet with three words. "love me tender." he could've been listening to the iconic elvis presley song or could it be a reference to a potential tender offer to twitter shareholders for control of the company? on friday twitter's board chose the poison pill defense adopting a provision that would make it harder for musk to acquire more shares and dilute his stake. ed ludlow here to break it all down. a lot going on here. what is the latest? ed: twists and turns.
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the 7.5% gain in shares on monday is the biggest jump since april 4 since elon musk's stake in twitter was first disclosed. the broad psychology is that we are moving towards an outcome that would be more favorable for shareholders. you talk about the poison pill defense. twitter can issue new shares investors can buy at a discount apart from musk. anyone trying to acquire a stake greater than 15% in the company. here is the thing. come with me into my bloomberg terminal. this is the other side. we are trading around $45 a share. that is the white line. the blue line is the average analysts twelve-month price target. and that green dot on the right side is the $54.20 offer that musk has on the table. the thinking is this could be lowball. musk has been tweeting for three days about how the board has a duty to the shareholders to consider his bid.
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the other side is they have a fiduciary duty to get the best offer which is so far away from $73 a share. so some consideration. final point. two names top of the list for fidelity platform right now. retail investors are buying into tesla and twitter. it is interesting because how many tweets has musk sent? some of the school of thought is he's trying to get momentum behind a movement, just like he did with tesla getting retail investors on board. is he trying to get retail investors on board with twitter as well? emily: ed, thank you. could musk team up with someone else to make the twitter dream a reality? bloomberg intelligence adjust musk will partner with oracle in a private equity consortium to combat the poison pill bar raising the bid to about $50 billion. the wall street journal is
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reporting apollo global is also considering joining in. max joins us now. if elon looks wants to do this, what does he have to pull off, what does he have to pull together in this moment? max: you have a couple of issues. one of which is elon musk has a huge twitter following. obviously he is able to move markets. on the other hand, in order to pull together some sort of consortium you have to convince a bunch of other rich guys, larry ellison or whoever, that they want to sign up for this wild ride. one of the ways that elon musk has distinguished himself is by being the most risk happy of anyone. so it is a little bit hard to imagine who comes together in that consortium and if they're willing to go for it. emily: as someone who is interviewed elon musk many times over the last couple decades, max, what is your sense of how serious he is about this, and marshaling the amount of capital he would need to pull this off or do you think he is just
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messing with investors? max: well, i think with musk it is always a little bit of both. if anyone watched the interview that he did last week at the ted conference, you saw he had not thought through a bunch of the kind of crucial aspects of what this transaction was be. on the other hand, elon musk is an incredible marketer, somebody who likes to go where the trends are pushing him. so, you could sort of see a situation where he almost, i don't want to say accidentally winds up owning twitter but he gets carried away by events. i think if you are a tesla shareholder, the best thing that could happen here would be for musk to not be able to buy twitter but being able to have a huge cultural moment and not get blamed when the deal falls apart emily: elon musk potentially ending up owning twitter by accident. that is an interesting thought. as always, good to have you. many questions remain about how exactly musk wants to change twitter.
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but he has made it clear he one satilla look and sound more like a free-speech town square. here is what he had to say during a ted talk last week. >> i think it is important it would be an inclusive arena for free speech. so yeah. twitter has become kind of the de facto town square. so, it's really important that people have the reality and the perception that they are able to speak freely within the bounds of the law. emily: we are joined by teddy goff, co-founder of precision a , leading strategy and marketing agency. and the former digital campaign manager for president obama.
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do you think this is a fight over free-speech or something else? >> well, i think it is largely a fight over power. what i mean by that is, you know, everybody understands this is not exactly a matter of free speech in the sense that nobody is being thrown into prison for anything that they tweet. the important thing to keep in mind is twitter and all of the social platforms are driven by algorithms that determine the likelihood of you seeing that post when you log in. the question of who writes those algorithms is really consequential. it is not a matter so much of free-speech. most people have the right to tweet whatever it is they want. it is a question of which tweets and posts get algorithmic promotion and which ones do not. i think the view of musk and this is validated by the fact that donald trump got kicked off twitter, that supports his point, is that these algorithms are written in a way that sort of effectively censor conservatives, even those who are not kicked off the platform feel like they are shadow
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band or there is a thumb on the scale. so, i think the question of how these things are written, do we have transparency into how these things are written in which tweets go viral in which one do not as consequential and i think that is what this is about. emily: there is also the question about whether a free-speech town square can really exist on the internet or anywhere. the sanford internet observatory wrote in the atlantic, the public square metaphor places unrealistic expectations on what social media is or should be. it may be when networks grow past a certain size, they become unmanageable. do you think twitter has ever been a public town square? ted: well, no, because of this reason of algorithms. in a public town square, you can shout whatever it is you want to shout and the people around you are going to hear it. on twitter, the whole idea of the platform is your tweet can go out to millions of people who
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did not make the choice of following you just because it gets, it starts taking off and then the algorithm boosts it into feeds all around the world. it is fundamentally unlike a town square where you are sort of -- your reach is limited by the volume of your voice. that is not the case on twitter. i do agree these platforms have become ungovernable. if you look at the imperial reality, democrats and publicans are livid at twitter. the democrats think that twitter is the reason that trump and his allies moved to the palooka -- moved to the political mainstream and first place. i think that these platforms play a huge rage -- play a huge role in the discourse of this country. twitter to a weird degree because even though it is smaller than facebook by numbers
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it has a , disproportionate share of journalist spending all day there. things make their way from twitter into the nightly news and local news and the daily papers all around the country. and it is obviously the case these questions are fundamentally political. the way these platforms have navigated these questions has obviously alienated both sides. emily: yet twitter is a private company. matt winkler has been talking about when it comes to driving pure revenue growth, elon musk has no equal. he points out revenue has grown 260 times in the last decade. sales in the last europe 71%. the workforce has tripled five times since 2016. what politician would not dream of that much job creation? does that matter? teddy: well, look, there are whole bunch of questions here that are kind of all intersecting in the sort of strange question of is elon musk going to buy twitter? there is economic question.
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it may or may not be good for twitter and shareholders if he takes over. there is the sort of the moral and cultural question of speech and the political question of which party this helps, which party this hurts and how this winds up playing out. not just in the u.s. but all around the world. the core dynamics that we see here, these companies happened to be based in america and that is why a lot of the conversation is happening in america but the same dynamics are happening over the world. you have resurgent right-wing parties that have become popular on twitter. i think there are a lot of questions here. there's also a thunderstorm breaking out behind me. but obviously, the ultimate yes, know of does this happen and will be played out by wall street and on the sec,, the political consequences will be downstream of that. emily: so, the question is, you know, should, if as you say twitter is ungovernable or may be ungovernable, what should happen?
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it is a private company. is elon musk the answer? if not elon musk, is it a public utility? is it something else? teddy: i personally think it is probably not elon musk. there has been a lot of people, mainly elon musk allies and supporters over the past couple of days saying for instance, bloomberg. look at the washington post. the washington post was bought by jeff bezos. there is a big difference between the bloomberg washington post model and what elon musk is proposing. bloomberg and bezos do not march into the editorial board rooms at bloomberg media and at the washington post and demand a change in coverage. they pledged not to. musk is doing the opposite. he has essentially pledged to alter the way information is shared and disseminated on twitter. there is a question of media consolidation. he is not the first billionaire to get into the media ownership
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game but he is the first in this cohort to do so with an agenda behind that and that agenda is not sustainment of media or public information. it has got a political bent to it. whether twitter and these other platforms ought to be regulated as public utilities or not, i think to me, it is concerning that one individual could be a -- you know i am a democrat. could be a democrat. one individual could take over one of these companies with the purpose of changing the way the terms of service and algorithm works which again is ultimately about who controls the discourse and are these fringe positions able to be disseminated to millions of people and what that does to our politics. he obviously has an agenda in that sense. i think his agenda might be aligned with the economic consent of the board and
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shareholders but it is probably not aligned for the public good. emily: it remains to be seen exactly what his agenda is. teddy goff, always good to have you back here on the show. coming up, elon musk hinting at a hostile takeover but what will really happen? we will have a conversation with stanford professor curtis milhaupt about why this particular takeover attempt might matter more than the many others that have come before it. this is bloomberg. ?
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hinting at a hostile takeover that would involve a tender offer backed by other investors. i want to bring in curtis milhaupt, stanford law school professor, and talk about what is particularly notable about this potentially hostile takeover. thank you so much for joining us. you have studied hostile takeovers all over the world. what makes how this is evolving here different from what you have seen before? >> well, i think in terms of the actual offer itself, this is so far playing out according to the standard playbook in the united states of an unsolicited bid for a public company followed by the target company's management adopting defensive measures. so far, nothing so special but when you think about the company that is the target here, i think this is quite unique and it picks up on the conversations you were having with your previous guest about who gets to control public discourse in the
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form of these platforms. i think that is very distinctive. many social media companies and other tech companies have adopted will class capitalization structures meaning the founders retain control of the enterprise by ownership of stock with super voting rights. twitter did not do that. and no we are seeing one of the potential consequences of an unsolicited bid for the company. it raises a lot of fascinating new questions we have not seen before. emily: it is interesting given how criticized the dual class share structure has been at facebook, at google potentially giving the founders too much power. how likely is it that twitter's poison pill defense will actually work? dr. milhaupt: well, so, the board has instituted the poison pill without shareholder approval which is the beauty of the poison pill for u.s.
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managers unlike defensive measures in other parts of the world. in the u.k., europe or in japan where shareholders would have to approve the defensive measure. in the united states, it is not required but they will have to answer ultimately to the shareholders. they cannot simply sit behind the poison pill. they will have to justify why not letting elon musk's tender offer go forward is in the best interest of the corporation and shareholders. i think this mail and to momentum to a movement toward adoption of dual class capitalization structures. there is considerable momentum around this. many of the ipo's in recent years have been founder controlled, dual class structures i think other founders who are coming through the pipeline are going to be looking at this and asking themselves whether they want to someday be faced with the situation that the twitter board
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is and probably concluding we do not. i think this is going to lend momentum to the controversy over dual class and the question over whether is this actually in the best interest of society because these founders can be insulated from short-term market pressures or does this just reinforce having a small number of extra ordinarily wealthy people controlling these incredibly important and powerful platforms? emily: we are looking at a graph of the amount of followers musk has on twitter, about a third of the daily active users on twitter overall. a third of twitter's daily active users. how does that change the equation here? does that make this more unfair or -- i don't know what the word is, but there is something different. dr. milhaupt: well, i think going back to the conversation
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had with the previous guest. we live in a capitalist society. this is a for-profit firm. the board of directors of twitter is charged with doing what is in the best financial interest of the shareholders and yet we have a court ration that is enormously powerful and influential in public discourse and politically discourse specifically that is a unique situation. i think the way this plays out is going to have ramifications in washington and elsewhere because this is not just a garden-variety hostile takeover. emily: curtis milhaupt, thank you for sharing your perspective with us today. coming up, an inside look at a factory in illinois and how the company is fighting the chip crisis. that is next. this is bloomberg. ?
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emily: shares of rivian lower today. the electrical vehicle maker has been hampered by the global chip crisis but is trying to ramp up output. ed ludlow toured the factory in a limo you with the ceo. ed: productions ramping up at rivian's 3.3 million square-foot ev factory. the company is building three different electric vehicles and it is not easy-going. >> our biggest challenge today resides around the supply chain. it is a small subset of the vehicles which we do have on a constrained basis. it's limiting the overall output for production. ed: a big part of the problem, a lack of semi conductors. the plant is split up with two body lines and two separate assembly lines. one is dedicated to consumer products. review on has focused on its battery electric pickup but is also working on the small volume suv. the other body general assembly lines are building an electronic
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delivery van for amazon. >> with the ability to share the backbone between the battery packs, drive units, network architecture, perception stack is what fuels the ability to go quickly. ed: we got a behind-the-scenes look at the plant where 52 hundred workers work alongside hundreds of highly automated robotic arms. sheet-metal and aluminum are brought in as coils. stamps shape the panels. the body shop fuses all of the structural parts together using advanced welding techniques. then it is to a high paint shop or multiple codes are applied. next we are off to general assembly were the top half or not he is married with the skateboard, which includes the motors, battery packs and tele-matics. everything from doors and windshields to the steering wheel and entertainment systems are added. after final quality checks, it is off to the lot to await
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delivery. rivian forecasts that will build 25,000 ev's this year across the two consumer models and 10,000 vans for amazon. it built little more than 2500 in q1. despite the challenges, the production rate is improving. >> it is incredibly exciting to see records being set in terms of daily output or the production rate being set almost on a daily basis. ed: to meet the demand long-term, rivian plans a second plant in georgia and hopes lessons learned in illinois will help it hit the ground running. ed ludlow, bloomberg news in normal, illinois. emily: ed ludlow there. gallaudet university is getting the commencement speech of a -- speech of its dreams. apple's tim cook has agreed to deliver the speech after a student invited him in -- but him on twitter. in american sign language he describes how blown away he was
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emily: welcome back. let's get back to elon musk trying to buy twitter. the world's richest men tweeting that if he is -- if he successfully acquires twitter, the board's salary would be zero dollars. for more on the recent twists and turns, ed ludlow is back with us. ed: he has been digging at this idea of fiduciary duty. the twitter board has to present his offer to existing shareholders.
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we are looking again at the 7.5% gain on monday, the biggest jump since april 4 when the original steak was first disclosed. he is trying to make this about being the right thing in the interest of shareholders. his additional point is the board in not passing on the offer are not fulfilling their fiduciary duty but also do not have the same vested interest as shareholders. he keeps poking at the number of shares or the volume of shares twitter's board has. if you strip out jack dorsey who steps down from the board later this year, he is saying they cannot have economic interest aligned because they owned a negative -- they own a negative amount of stock. i had a few hours of free time today to crunch the numbers. these are negligible volumes of shares each board member has. most on the board are paid a salary for what is a part-time job. it ranges from 200,000 to $3000. they have negligible amount of
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shares. he keeps hammering home this idea, do what is in the best interest of shareholders. his may -- his main argument appears to be because they don't hold that much stock, they're not aligned with the interest. emily: they still have jack dorsey on the board who has almost a 3% stake until may. i want to continue this conversation. i am joined by andy friedman. cohead of the shareholder activism. how much does it matter twitter's board members without jack dorsey don't collectively own a large number of shares? is that unusual? andy: thanks for having me on. it is not too unusual and that
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line of argument is not going to get musk very far. the board is protected by broad leeway in the judgment will going forward with a fiduciary duty-based argument when you have a company and a board like twitter's, which i view as highly defended. it is a staunch defense and -- staunch defense of profile. looking at twitter, they have a classified board structure in place. they're looking to potentially declassify but that is a 3, 2 year out plan. for now, they're protected in the way that daily have one third of their board up for election and that number this year is two directors out of what will be a 10 member board. you need majority control to force through a hostile bid like musk's. when you think about twitter's profile, shareholders cannot call special meetings.
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they cannot remove directors without cause. he needs to somehow find a way to give shareholders a voice. we have been hearing that through his twitter feed over the past couple of days. he has a strategy here and we will see if he employs it. emily: if he wants to get this done, what does he need to do? andy: in my view, it is a one-two punch strategy. he launches a hostile offer, and known -- and doing musk, why not wednesday? combine that simultaneously with launching a proxy strategy. it is a little bit of an out-of-the-box strategy but musk is an out-of-the-box guy. it is called a withhold proxy fight. he missed the boat on nominating for this year. those two candidates he cannot nominate for the seats himself to what he can do is run a
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full-blown proxy fight seeking to ensure those two directors do not get a majority of the votes cast at the annual meeting. importantly, what it does is gives him a platform for a shareholder referendum on his offer. he uses those two directors in the firing line in terms of a can durbin and patrick shed and puts the full weight of the pressure on their election in order to try to prevent them from receiving the votes they need to be elected. that would be the way shareholders can have a voice. emily: how likely is that he can pull off a one-two punch or would this require more punches than elon musk has hands? andy: the way the word is situated on the way it is heavily guarded, to give it a star wars analogy, the board is sitting there at the death star with the force field protection up. if the ward wants to sit back and do a resist and rebuff strategy for 12 to 14 months,
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they can you -- they can do just that. that is not to say musk cannot pressure. that is just a small bite of the apple. the really big bite comes next year at the 2023 annual meeting. even though de facto majority control will not be up, what you have our four directors out of the 10 up in 2023 with two of them being biggies. the ceo and the chairman. you can get effective control in 2023. nobody wants to wait that long but what you do is you start to chip away at them. keep the pressure on. you run the proxy fight this year. you try to mobilize the withhold strategy to reject the two directors this year and you see where that gets you. maybe it is enough to move the needle and the board sees the writing on the wall. emily: what are the odds? that the one-two punch will
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work. andy: he does not shy away from anything. i give him pretty good odds. i think he is going to bring it. he is going to bring the full weight to bear on his proxy strategy. he is going to launch the tender. we will see what the wherewithal is of this board. i have a feeling -- we sell a direct or two days after musk surfaced with the letter agreement -- robert zoellick announced he was not going to be standing for election this year. that shows you there could be some discord and disagreement in the boardroom about how to approach musk. if he keep the pressure on, takes the gloves off, i give him a fighting chance. emily: love all the metaphors from the gloves said the death star. thank you so much.
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as we were talking, the trial date was set for those tesla investors suing over the 2018 go private tweet that elon musk sent all those years ago. still making waves. that trial now set for january 17. early next year. coming up, will we see a crypto based social network or is it too early? we'll talk about that much more. we will discuss all things crypto. that is next. this is bloomberg. ♪
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emily: crypto market swings continue as they claim drops to its lowest level in month. how long is this going to keep up? >> we did see cryptocurrencies drop. bitcoin dropped 35,000 -- 30,000 -- we are seeing it above $40,000. the question is twofold. what is the next catalyst to help push bitcoin higher? it is staying within this tight range. the second question is, can get much lower? some strategists believe it can get significantly lower down to the 30,000 level. the question is who is right and to what extent those this depend on other factors as risk aversion tends to be more
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volatile in broader markets? emily: thanks so much. stay with us. our next topic is crypto communication, the subject of much discussion with elon musk trying to buy twitter. to talk about that and more, i want to bring in mercedes. partner at lightspeed venture partners. as we know, there is a huge crypto community on twitter. i am curious what you think musk butting in here, attempting a hostile takeover, what this could mean for the crypto community. >> the crypto community is extremely fond of elon musk and i think if he were to become more involved in the community, i think there has been a lot of speculation about whether that would be a more decentralized platform, a centralized entity is necessarily the best.
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there would be a lot of talk about what type of speech would be allowed. >> so much of the conversation has been around cryptocurrency and payments and investing. twitter does allow for some of this through the lightning network. how does social media and commerce start to merge? >> i think this is one of the big areas that has been not fully realized in the crypto space, the social network that is entirely crypto native. there are a couple of different ways it can come about. as we think about a crypto native messaging solution whether that is happening through an existing messaging network or separate, there are a lot of interesting players saying how do you message somebody who has a wallet that you can see? you might share some affinities but you do not have a way to contact them.
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there needs to be a core messaging to solve this. emily: talk to us about what is happening on the consumer front when it comes to cryptocurrency. we hear so much about nft's and for some people, it is should i buy bitcoin are not. what are the main trends that are going to define the consumer side of the market this year? >> one of the big areas -- there was a lot of talk about last year but continues to be the decentralized autonomous organizations. in your type of entity where people form around an interest or a purpose pick there is -- or a purpose. there is ukraine. we think that these organizations are going to be a popular way for people to collectively organize and vote
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and act together on an interest area they care about. i think they need a discovery layer and aggregation layer to say here all these interest letters you might have. you can find them and participate in these communities and put your money where your mouth is. i think next we might see them replacing even facebook groups in the future. >> what other applications do you see taking off in the next year? we have seen fundraising for ukraine. we have seen investing. but what is the next phase? >> that is a great question. i wish i had the crystal ball but i think we are going to continue to see people say we are interested in doing the collective action. might be investment clubs. this is the big one we are seeing. companies like syndicate are
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putting together groups and saying you can invest together. i may venture capitalist but it might be an alternative to funding. think about angel list. that was a big one i think is going to be authorized later this year. emily: partner at light sweet venture partners. thank you for joining us along with sonali basak. coming up, the year of the wedding. we will chat about whether the post wedding boom can turn the share price around. that is next. this is bloomberg. ♪
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in 40 years. fashion rental platform rental runway posted earnings. the company recorded a net loss. it was narrower than expected. joining me now is the ceo. great to have you back with us. you have been telling this story since a rent there one way rent -- rent the one-way -- rent the runway went public. why do you think that still is? >> we are so proud of our q4 results. i think 2021 for us showed the resilience of our business model. a year that was anything but normal. now we are entering into one of the best macro environments ever and we are excited to have the investor community watch us grow. emily: let's talk about the boom for weddings.
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what kind of impact you think that will have on the business? >> it really drives cost decision, customer acquisition for us. have seen people come to rent the runway because they have events and we are able to convert them into an everyday subscriber. the growth of this -- the growth this year builds our business not just for 2022 and we gave guidance of 45 to 50% revenue growth but it builds our customer funnel for years to come. this is incredible for a business all around. emily: you still have investors out there who think costs are still too high. that it will be difficult to turn a profit. you say rent the runway will be profitable. what is the strategy? >> we in our last investor call addressed profitability. we can get to profitability with
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the cash we currently have. gave the number of average subscribers -- three under thousand subscribers, positive free cash flow. we are giving a target and as you can see, our growth margins and are free cash flow margins have been growing quarter over quarter and as revenue has been growing and returning to the business, we have incredible operating leverage because this is a business with a lot of fixed costs. we built that up for a subscriber base that can be much larger and you will see it be much larger this year. emily: is a dress for five weddings this year enough to convert those users into long-term paying subscribers? >> 50% of our subscribers are former customers so we have done a great job is directly at birding there's one time renters
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into subscribers. we are doing and even more sophisticated job this year at positioning subscription from the get-go as a cost-efficient way to get dressed for multiple events. we know it is not just the 2.6 million weddings. that means rehearsal dinners and much of the and honeymoons. we are trying to leverage this momentum in the microenvironment to show people there is a better way. remember that the cost of clothing has gone up year-over-year which means the value proposition of renting becomes even higher. emily: but could this boom be temporary? what happens next year if it is not a wedding bonanza? >> our business is built on way more than just parties. 75% of how people rent is for their everyday life, for going to work, for casual occasions.
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all rental runway needs to grow is an environment where we are not sheltered at home. we are so encouraged by the microenvironment where people are returning to normal and that means they are returning to rent the runway. what weddings are this year are in accelerant that will bring billion's of new customer awareness into the brands and we are able to convert them for many years to come. emily: how are your conversations with investors going now that you have to answer to these public markets instead of venture capitalists. what do you think it is they do not appreciate about the story? >> i think we have had a lot less time to educate the investor market than we did in the private markets. we only went public in q4. i think this year is going to be a year where we can show progression in all of our margins. we can stroke very strong revenue growth this year. we have given strong guidance against q1 and the full year.
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i think it is all about building a track record. we do not expect things to change overnight. we want people to watch us. to be engaged with the brand and we are excited to show people what we can do. emily: do you think that shareprice is going to turn around? >> i think it will. emily: pain the picture for the next year. with inflation and the next -- and the microenvironment we are facing to >> the picture for next year is we are going to have a revenue base that enables us to drive the business toward adjusted ebit profitability. will make the right choices for the long-term which means increasing our subscriber engagement, bring customers into the brand. we are making it easier to find clothing that fits you that you love. this is the beginning of the next chapter of our business. we are excited to outline for investors this very clear path
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to profitability we have. emily: how concerned are you about inflation? >> inflation is a competitive advantage for us. the more expensive stuff gets, the more financial value proposition of renting makes sense. the more people will consider another way. emily: ceo of rent the runway. thank you as always for stopping by. that does it for this edition of bloomberg technology. stay with us all week. we will be breaking down big tech earnings taking off with netflix tomorrow. andre swanson will be joining us to discuss. don't forget to check out our new podcast. you can find it on the terminal apple, spotify, wherever you get , your podcasts. i'm emily chang in san francisco. this is bloomberg. ♪
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