Chapter 28 — Brothers Reunited
The flight to San Francisco was four hours and fifty minutes, which was enough time for Rachel to organize the deal documents, field two calls from Priya about the M&A case she was now covering, and develop a comprehensive opinion about airplane coffee that she kept mostly to herself.
Martin spent the first hour at the window looking at cloud formations with an expression Rachel had learned to recognize as thinking rather than worrying, then opened his laptop and worked for the remaining three hours in the focused silence of someone who'd decided what needed to be done and was doing it.
She flagged him twice for signatures on documents Priya had forwarded. He signed without looking up. She appreciated this.
The flight attendant who came by the third time to offer Martin a refill had been finding reasons to return to their row since approximately the second hour, and Rachel had been developing a small private study of this phenomenon — the specific effect that her boss had on people who met him for the first time in a contained space. It was instructive in the way that observing any natural force was instructive. You couldn't really argue with it. You just noted it and planned accordingly.
They landed at SFO at two-fifteen Pacific time.
The car Rachel had booked — a Town Car, black, professional — took them down 101 toward Palo Alto with the Bay glittering to their left under a sky that was doing something New York never quite managed: genuinely, uncomplicatedly blue.
"Tell me what you actually know about the situation," Rachel said, not looking up from her tablet. "Not the Mark version. The real version."
Martin looked at the passing bay. "Microsoft's Corporate Development team made first contact six weeks ago. They came in with a valuation framework that established ten billion as the ceiling, which in negotiation terms means ten billion is their opening position, not their limit. The two hundred million for two percent they're proposing isn't an acquisition — it's a minority stake, a strategic investment, a way to establish a commercial relationship and valuation precedent simultaneously."
"So they're not actually trying to buy the company."
"Not yet. They're trying to establish what it's worth before deciding whether to buy the company. The two percent stake creates a reference point they control." He turned from the window. "The problem with Mark's previous legal team wasn't that they were bad lawyers. The problem was that they were advising him to optimize for certainty. Accept the ten billion valuation, take the two hundred million, get the European expansion funded, move on."
"Which is rational advice," Rachel said.
"It's rational advice if you believe ten billion is accurate." Martin opened a folder on his laptop. "I don't believe ten billion is accurate. I think ten billion is what Microsoft's bankers modeled based on current revenue and user growth, without adequately weighting the advertising revenue trajectory or the network effect compounding over the next five years."
Rachel pulled up the Facebook public data she'd been compiling since the call. Monthly active users, growth rate, engagement metrics, ad revenue per user. She'd built a simple projection model on the flight, which she hadn't mentioned because she wasn't sure it was relevant.
She turned the tablet toward him.
Martin looked at it. Read the numbers. Read them again.
"When did you build this?" he said.
"First hour of the flight. It's rough."
"It's not rough." He took the tablet, studied it for another moment. "This is essentially what I've been building in my head for the last four hours, except you have it in a spreadsheet." He looked at her. "Can Priya get me the Microsoft annual report and their digital advertising revenue breakdown for the last three years?"
"Already sent," Rachel said. "She forwarded it while you were in the car."
Martin looked at her.
"I briefed her before we boarded," Rachel said. "She anticipated the research need."
"I have the two best support people in the building," Martin said.
"You have the two best support people in the city," Rachel said, which was not modesty but accuracy, and they both knew it.
The villa in Palo Alto was a rental — nice, but not the kind of nice that came from ownership, the kind that came from a company that was spending aggressively on everything except its founder's personal comfort because all available capital was being fed into growth. The furniture was good, the kitchen was equipped, the living room had a whiteboard that had clearly been used for something strategic and incompletely erased.
Mark Zuckerberg answered the door in a gray t-shirt and jeans, which was his uniform in the way that Martin's three-piece suits were his uniform — not laziness, but a decision made once and not revisited. He looked better than he'd sounded on the phone, which meant he had actually slept, which was a good sign.
He saw Martin and his expression did the thing it did — the particular combination of relief and recognition and something warmer than either, the face of someone who'd been managing something very heavy alone and had just seen someone arrive who could help carry it.
"You came," Mark said.
"I told you I would," Martin said.
They did the hug that people who've known each other since before either of them was anyone specific did — real, brief, the back-clap that communicated more than the words around it.
Mark looked at Rachel. "You must be Rachel. Priscilla talks about you."
"She talks about you too," Rachel said, shaking his hand. "Mostly she says you work too hard and don't eat enough vegetables."
"That's accurate," Mark said. He stepped back to let them in. "I ordered food. It's Thai. I hope that's okay."
"It's great," Martin said.
They set up at the dining table, which was large enough to spread documents across, and talked for the better part of seven hours.
Martin let Mark go through the whole thing first — the initial contact, the meetings, the Microsoft team's presentation, the previous legal team's recommendations, the decision to fire them. He listened without interrupting, which was something lawyers who were good at their jobs did and lawyers who were performing their jobs didn't.
Rachel took notes in the shorthand she'd developed, which Martin could read and which anyone else would need a key for.
When Mark finished, Martin was quiet for about sixty seconds. Rachel had learned this quiet — it was the one before he'd organized something into the shape he needed to present it.
"Microsoft's two hundred million for two percent," Martin said, "establishes a ten billion dollar valuation as a market fact. Once you accept that investment on those terms, ten billion becomes the reference point for every subsequent conversation, including any future acquisition discussion."
Mark nodded. He'd understood this piece.
"The leverage you have right now," Martin continued, "is that the deal isn't done. Once it's done, the leverage disappears." He opened Rachel's tablet and showed Mark the projection model she'd built. "This is what Facebook's advertising revenue looks like if you apply conservative growth assumptions from the current baseline over five years. Not optimistic — conservative."
Mark looked at the numbers.
"Microsoft's model doesn't include this," Martin said. "Their bankers modeled current state and applied a standard tech growth multiplier. They didn't model the network effect compounding, and they didn't model what happens to per-user ad revenue as targeting capability improves." He paused. "The number they're using to anchor the negotiation is wrong. Not wrong as in unfair — wrong as in mathematically insufficient."
"So what's the right number?" Mark said.
"Fifteen billion is defensible based on a five-year discounted cash flow with conservative assumptions," Martin said. "I can build that model. It's not going to be a number I invented — it's going to be a number I can justify to a room full of Microsoft's finance people with data they can verify."
Mark leaned back. "And if they don't accept fifteen?"
"Then we find out what they'll accept above ten, and we establish whether the gap is negotiable or whether this deal isn't the right deal." Martin folded his hands. "But before we go back to the table, I need three things. The complete financial model from the previous legal team — whatever they built, even if it's wrong. The term sheet Microsoft presented. And whatever competitive intelligence you have about other parties who've expressed interest in a similar transaction."
Mark looked at him for a moment. "There are other parties."
"I assumed there were."
"Google made a contact six weeks ago. Before Microsoft. It didn't go anywhere but—"
"It doesn't have to go anywhere. It needs to exist." Martin picked up his pen. "A competing interest, even an informal one, changes the negotiation dynamic. Microsoft's team needs to know they're not the only party at the table."
Rachel had been writing throughout this. She looked up now. "Do you want me to call Priya for the contract templates? If we're going to restructure the term sheet, we should have the framework ready before the first meeting."
"Yes," Martin said. "And ask her to pull the Google public statements on social media investment strategy from the last eighteen months. I want to know what they've said publicly before I decide how to use what they've done privately."
Rachel stepped away from the table to make the call.
Mark watched her go, then looked at Martin with the expression of someone who'd just watched a well-coordinated operation execute its first phase.
"She's extraordinary," Mark said.
"I know," Martin said.
"Priscilla wants to know if she's available for a standing Thursday coffee." Mark said this with the transparency of someone who'd been asked to deliver a message and was delivering it. "Apparently they've already been doing it but Priscilla wants to make it official."
Martin looked at the doorway through which Rachel had disappeared. "They've been doing it for six weeks."
"I know. Priscilla considers it the most useful standing meeting in her calendar." Mark picked up his water glass. "You have a network, Martin. You always had a network. But the people you actually trust are a much smaller group."
"That's true of most people."
"It's more true of you." Mark wasn't saying it as a criticism. He was saying it the way he said things he'd thought about carefully. "The Association, Priya, Rachel — those are people you've actually decided to trust. That's different from people you know."
Martin considered this.
"You fired an entire legal team in the middle of a hundred-million-dollar negotiation," Martin said, "because you decided you didn't actually trust them."
"Yes."
"And you called me."
"Yes."
"Even though I'm twenty-three years old and this is the largest deal I've ever touched."
"You're the only person," Mark said, "who's ever been right about something before I was ready to hear it and told me anyway." He set down his glass. "That's worth more than a name-partner at a hundred-year-old firm."
Rachel came back with her phone. "Priya's sending the templates in an hour. She also found a Wall Street Journal piece from eight months ago where a Google senior VP described social network investment as a 'strategic priority for the next decade.'" She sat down. "That's public record. If Microsoft's team asks how you knew about competitive interest, that's the answer."
Martin looked at her. Looked at Mark.
"Fifteen billion," he said. "Let's build it."
They finished at nine forty-five. The Thai food had been eaten in stages, cold by the end, nobody noticing.
The Town Car took Martin and Rachel to the hotel Rachel had booked — one of the Stanford-adjacent properties that catered to the kind of travel that involved both comfort and working space. The lobby was quiet. The check-in was efficient.
In the elevator, Martin and Rachel stood with the particular silence of two people who'd been in intense sustained collaboration for twelve hours and had run out of the need to fill space.
"Good work today," Martin said.
"The projection model was rough," Rachel said.
"You built a deal-relevant financial model on a plane in an hour using public data and your own synthesis. Stop apologizing for it."
Rachel looked at the elevator doors. "Priscilla really does talk about me."
"Apparently in glowing terms."
"She barely knows me."
"She knows what she needs to know." The elevator opened at the fourth floor. "She's a good judge of people. It's one of the things that makes her remarkable."
They walked down the corridor toward their respective rooms.
"Martin," Rachel said, at her door.
He turned.
She held his gaze for a moment with the expression that had been occasionally present at the edges of the last two months — the one that existed underneath the professional competence and the careful deflection and the specific warmth that was Rachel's particular quality.
"Thank you for bringing me," she said.
It was simple and it meant what it said.
"Thank you for the spreadsheet," Martin said, which also meant what it said.
She opened her door and went in.
Martin stood in the corridor for a moment. Then he went to his room, opened his laptop, and started building the fifteen billion dollar case.
Outside, Palo Alto was quiet in a way that Manhattan never was — the particular silence of a place that was building the future in office parks and faculty housing and rented villas, producing something enormous out of what looked, from the outside, like ordinary suburban California life.
Martin worked until two in the morning.
Then he closed the laptop, turned off the light, and slept.
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