PSINet Adventures- "Why Don't We Just Take Him Out and Shoot Him?"
Some really fun and exciting things are happening at Sitemason these days. That all started right around the beginning of the year and I have been remiss in keeping up with my blog duties. My last post about the loss of my cat, Misty, most certainly deserves a follow-up since I have been adopted by a new cat, Mrs. Patmore. I’ll write about her soon but allow me to return to the Telalink story for now.
The summer of 1999 was a flurry of activity. The letter of Intent and term sheet that we received from PSINet required the scrutiny of Frank Woods, our broker, and Anne Arney, our attorney. Of course, that was just the beginning of the legal activity that we were about to encounter.
Despite the monumental task of document, proofing, and editing, and the long list of tasks that were required of us to enable PSINet staff and their appointees to exercise their “due diligence” of our accounting, operations, customer list, infrastructure, staffing, etc., the news was already getting better. Before we could even get to work on some of the finer details of the transaction, Bill Butler had already received a phone call from PSINet’s “Southeast Region President.”
Now, at this point in the story I must tell you that I have decided to not reveal this man’s name. I’ll just call him “Mr. Southeast Region President.” I will describe him, but I’ve decided that his name is no longer important. I feel like I have more creative license if I can paint a picture of this man’s personality rather than publish his name and you, the reader, may feel compelled to Google him. Of course, I did Google him. He still exists. It appears that he’s still a tech executive and who knows what he’s like now? I don’t and I don’t need to know. All I can do is share what it was like to be around him when we were bought…
Mr. Southeast Region President liked us and we liked him…initially. He was from Brooklyn and I don’t really know how else to describe him but that he looked, acted, and talked as if he had stepped right out of a mafia movie. Sort of a Michael Corleone look with a Tommy DeVito (think Joe Pesci in “Goodfellas”) attitude and mouth- dark, slicked-back hair, svelte, nicely styled clothes, always tan due to the fact that he moved to Tampa. He was the kind of guy who would smile at you with his perfectly white capped teeth, put his arm around you and, while he’s still smiling, say, “Don’t f**k with me. Understand?”
Back to the phone call with Bill. It must have been a hell of a call because, after Bill explained our business and told Mr. Southeast Region President all about us, he committed an additional million dollars more on the purchase price of the company and decided to travel to Nashville to meet us by week’s end. Bill, Tim, Bob, Scott and I arranged to host him for lunch at the San Antonio Taco Company (still one of my favorite spots) where he bought us all beers and fajitas.
Think about it. We were already willing to sign a letter of intent to sell out at $5.5 millions and this guy basically says, “I tell you what. How about we pay $6.5 million?” OF COURSE I liked him!
His message was this: “We love your company. We love how you do things. We love your team. We love your customers. We love your image. We love everything about you. The good news is that when we buy you, you’ll just keep doing the same thing. Hell, you can even keep the Telalink name. That means more to Nashville than the 'PSINet' name. I’m thinking we’ll say ‘Telalink, Powered by PSINet.' What do you guys think?”
We were all sold on this guy. He was going to be the best person ever to be in charge of us after we sell. “Wow, he really gets us!” we all thought. “How could we ever go wrong working with this guy?” Except…
The thing was, we all sort of thought that just MAYBE we WOULD leave at some point. And, if so, what would we do? It was pretty clear that Bill was getting very restless and was really wanting to go out on his own. Tim and I were content to work together and we talked about what that looked like.
There was ONE thing that Tim and I wondered about. Would PSINet have any interest in all of our code- the scripts that we developed for our web hosting customers? Basically, that’s what he and Andrew Webber, among others, had spent much of their time on- building scripts that made website development and management tasks simpler- like a form builder and commerce, to name a few- radically sophisticated stuff that few people could do in those days. If so, then great. Those guys would just keep programming scripts for PSINet. If not, then maybe we could keep the code and start another business. And, if that’s the case, then maybe it would make sense for Andrew to leave right after the acquisition and he could work for our new start-up. There was much pondering in those days. “What does PSINet want? What do they need? Can we work for them? Will they keep us? What if things AREN’T perfect after the acquisition?”
At some point during the due diligence and negotiations phase, the picture got clearer- PSINet would eventually move all of the Sitemason hosting to their own servers and convert those accounts to their own product. They did not see much value in our scripts and would not have any problem with us keeping that code. For $100, we were allowed to transfer the intellectual property to a new entity as long as we permitted the Telalink customers to have an unrestricted, perpetual use license of our code. It was a deal. With the ease of that negotiation in mind, and anticipating that we would all soon have a lot of cash, Tim, Andrew and I decided that Andrew could be “let go” from PSINet shortly after the acquisition and he would be in charge of starting a business around our $100 asset. Tim, Andrew and I would be co-owners.
“This will be a win-win!” said Tim. “We can show the PSINet people how responsible we are by helping them determine who they don’t need anymore. They can keep what they really need to run the company and save money and maybe we can even be rewarded with higher salaries for ourselves for making Telalink what it needs to be to fit their model.” It made total sense to me and Andrew was eager to get along and start something new.
All we had to do was convince Mr. Southeast Region President. Tim and I requested a conference call. For whatever reason, we had to arrange the call some time late in the evening. It was probably around 8 pm. All we wanted to do was tell him that we were very excited about the deal as were all of our employees. Additionally, we wanted to recommend that we should offer a severance package to Andrew and let him go soon after the merger. If the hosting was going to be moved and ongoing code development was no longer part of the company strategy, we were sure that PSINet would agree that letting Andrew go would make perfect sense.
I did most of the talking, confident that this would be short and easy. “We simply won’t need Andrew. There may be others who may not be needed and we MAY need to pay others more to keep them. Tim and I have looked at staffing pretty closely and we will have some more recommendations but we just wanted to go ahead and get it on record that Andrew will need to be let go.”
Tim added, “Yeah, we’re basically eliminating his job if we don’t code the Telalink scripts anymore. It just makes sense. We want to do the right thing for PSINet but we figured it wouldn’t be a bad thing if we prepare Andrew for this now, rather than wait until later.”
There was silence on the other end.
“Soooooo, would it be okay if we go ahead and plan this?” I said. “We know he’s going to be fine with it. In fact, he’s expecting it. How do you guys handle severance packages?”
Continued silence. I cleared my throat. Tim was in his office and I was in mine so I couldn’t see his face but this wasn’t being greeted with the enthusiastic affirmation that I was expecting.
“Ummmmm, hello?” one of us said. “Are you still on the line?”
Remember, a thick Brooklyn accent. “Aaaahhhh I gotta tell you guys. I don’t think so. Aaaaahhhh I don’t want to kick anyone out before I get a chance to figure out what the “f**k’s going on, you know what I mean? I mean, who’s to say this guy’s not going to run out and start a competing business and take half my f*****k bookings with him, you know? Aaaaaahhhh, no, I need to look this f****r over first. I don’t trust him. What else do we need to talk about?”
“Oh, no-no-no-no-no!” I objected nervously, in a high-pitched, faster-paced voice. “Ha, ha, noooooooo, not Andrew. Of course not. He’s good and, and, and, and we totally trust him. We just won’t have any work for him after the acquisition.”
“Yeah,” said Tim. “This is the best of all worlds. We won’t have to pay him and we certainly won’t have to worry about him competing with us. He would never do that.”
“We can get it in writing,” I interjected.
And then came the weird part.
“Hey, I got an idea….ahhhhhhh why don’t you just take him out back and shoot him?” said Mr. Southeast.
“Excuse me?” I said. By this time the “me” in “Excuse me” was probably a “high c” pitch.
“You heard me. Let’s just take Andrew out and SHOOT HIM If we don’t need him. Aaaaaaahhh, I gotta tell ya, Aaaaahhhh I don’t know what this is all about but there will be plenty of time to figure out who’s dead weight. But ahhhhhhh I don’t want anyone fired right now. I don’t want anyone taking the business out the back door. I’ll fire the f*****g dead weight when I know who’s f*****g dead weight. Anything else? Thanks fellas, for reaching out to me. Aaaaaaahhh I know you’re trying to do the right thing and trying to be a company player. Aaaaaahhh, I’ll talk to you soon. Good night.” Silence.
I ran into Tim’s office. “LET’S JUST SHOOT HIM???!!! What was that?”
Tim was laughing hysterically. “That guy’s a nut! He’s crazy! What is he trying to be, anyway? A real gangster? HA HA HA HA HA!”
“I think he really meant it,” I replied, with a half helping of paranoia and a half helping of sarcasm. “He wants us to kill Andrew! Maybe we’re being bought by a crime syndicate? What the hell have we gotten into?” I smirked. Truthfully, I wasn’t really wearing my conspiracy theory cap but it was funny to think about it.
“He’s a MORON!” said Tim. “A complete idiot! I’m pretty sure I’m not going to want to work for this jackass.”
“Now, Tim. we can’t just leave. We have employment contracts. We have non-competes. That was, for sure, a damn-weird conversation but let’s assume he was drunk or, at least, if he is a moron, that not everyone in the company is like Don Corleone, there.”
“Do what you want but I’m staying away from that fruitcake. I’ll do whatever I need to do to NOT interact with him.”
“I’m too intrigued,” I said. “Besides, we’ll have enough money that there’s no reason not to ride this for a while. We gotta stay and watch this show.”
“Oh, I’m staying. They’ll have to fire me if they want me gone. I just won’t do anything with Mr. Southeast Region President. I’m staying quiet and out of the way.”
It’s amazing how quickly things got strange. This was, most clearly, the beginning of the end. In a matter of a few weeks, we went from counting our millions in our heads and running Telalink in Shangra-la-esque fashion to wondering if our new boss was a mobster and was expecting us to “ice” Andrew. Just to be sure, we told Andrew to drive different routes to work in the future.
AUTHOR: Thomas Conner
Thomas Conner is the co-founder, president and chief financial officer of Sitemason, a hosted, supported alternative to Wordpress and Drupal, built for agencies, freelance designers and developers.