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If you’re wondering what happened after “a company without assets acquired a company without a clue,” as Kara Swisher wryly writes, it’s time to crack open this trenchant book about the doomed merger of America Online and Time Warner. On a quest to discover how the deal of the century became the messiest merger in history, Swisher delivers a rollicking narrative and a keen analysis of this debacle that is a must-read for anyone who wants to understand what it all means for the digital future. Packed with new revelations and on-the-record interviews with key players, it is the first detailed examination of the merger’s aftermath and also looks forward to what is coming next.
It certainly has not been a pretty picture so far—with $100 billion in losses, a sinking stock price, employees in revolt, and lawsuits galore. As Swisher writes, “It is hard not to feel a bit queasy about the whole sorry mess...It felt a bit like I was watching someone fall down a flight of stairs in slow motion, and every bump and thump made me wince. It made me reassess old ideas and wonder what I had gotten wrong. And it left me deeply confused as to what had happened and, more important, what was coming next.”
For Swisher, finding the answers to what went awry is important because she remains a staunch believer in the digital future—maybe not in the AOL Time Warner merger, but in the essential idea at the heart of it that someday the distinction of old and new media will no longer exist. Borrowing from Winston Churchill, Swisher calls it “the end of the beginning” of the digital revolution. “By that, I mean that it is from the ashes of this bust that the really important companies of the next era will emerge. And that evolution will, I believe, be shaped by what happened—and what is happening now—at AOL Time Warner.”
To figure it all out, Swisher takes her reader on a journey that begins with a portrait of two wildly different corporate cultures and businesses that somehow came to believe, in the crucible of the red-hot Internet era, that they could successfully join forces and achieve unprecedented growth and success. When the merger was announced in early 2000, the irresistible combination was hailed as the new paradigm and its executives—Steve Case, Jerry Levin, Bob Pittman—as popular icons of the future. But after the boom so spectacularly turned to bust and the visions of New Media Supremacy lay in ruins, Swisher searches for clues about where the merger went wrong and who is to blame.
More important, she looks to the future of both AOL Time Warner and the Internet as she seeks to answer the key question that the noise of the disaster has all but drowned out. Will the demise of the AOL Time Warner merger be the final and inevitable chapter of the dot-com debacle or will it herald a new paradigm altogether? This book, then, is a primer for the time to come, using the story of the AOL Time Warner merger as the vehicle to show the troubled journey into the future.
“Swisher narrates human foible and brilliance, a train-wreck tale brightened by plenty of personality—including her own, sparkling through in laugh-out-loud observations on almost every page.” —Boston Globe
“Swisher displays a finely honed hogwash detector and maps AOL’s inevitable fall with the perfect amount of cynicism and whimsy.” —Newsday
“Swisher delivers a readable account of the gigantic merger and why it didn’t work. She mixes in distinctive humor with hard-core reporting to expose a monumental exercise in ineptness.”—Dallas Morning News
“[Readers] will be entertained by Swisher’s barbed wit and carried along by her expertly constructed narrative.” —Forbes.com
“Swisher moves her narrative along swiftly and adopts a pleasingly irreverent tone...Better yet, Swisher diligently reconstructs the optimism with which many Time Warner officials (including Ted Turner) greeted the merger. The merger was not a total loss...Swisher has produced an enjoyable book about it.” —Washington Post
“Swisher explains in her excellent new book why the merger turned out to be a rotten egg...Pony is a wickedly funny, insider-y tale...Swisher deftly paints the characters of the top executives, then exposes all the bickering and backstabbing.” —San Francisco Weekly
“Swisher has a wicked sense of humor and a keen eye for human foibles and folly.” —Chicago Sun-Times
“[An] entertaining and sharply written analysis of the fateful AOL Time Warner merger.” —Variety.com
I Made a Little List
Now, in the frigid and head-clearing morning of the new economy after the New Economy, everyone seems to agree: Time Warner was had by AOL.
That is, at the turn of the new millennium, the world's biggest and arguably most influential media company merged itself with the highflying online giant and central icon of the Internet boom for a 44 percent stake in the combined company. The problem was AOL's business was soon to crater as that boom turned to bust, and its once lofty stock would become almost worthless. In this simplistic scenario, the trade of the century soon became known as the worst deal in history.
This is most certainly the tale that has taken up residence in the stony prison of conventional wisdom: A wheezing and increasingly desperate traditional media company, scared of inevitable death (or worse still, irrelevance) in the hot swirl of a digital revolution, marries itself oV to the young, sexy and possibly sleazy starlet of the new-media society.
And this merger has most definitely qualified as a disaster of belly flop proportions, by any measure you might care to use, which AOL Time Warner's own magazine, Fortune, dubbed "one of the greatest train wrecks in corporate history." The stock's 75 percent drop within two years of the deal's completion, the vicious purge of the top executives responsible for the merger, the investigations into dicey accounting practices, the poisonous atmosphere-all this has resulted in a constant barrage of ugly news headlines and poor morale at the company.
As I sit here in 2003 surveying the carnage, it is hard not to feel a bit queasy about the whole sorry mess. I had been following AOL's history-and the course of the whole commercial Web revolution-from early on, so it felt a bit like I was watching someone fall down a flight of stairs in slow motion, and every bump and thump made me wince. It made me reassess old ideas and wonder what I had gotten wrong. And it left me deeply confused as to what had happened and, more important, what was coming next.
That was certainly how one of the company's largest and most vocal shareholders, Ted Turner, seemed to be feeling, too. Turner, the legendary media entrepreneur who'd gained as much fame for his headline-grabbing antics as for founding CNN, had begun ranting regularly about AOL Time Warner CEO Gerald Levin not long after the January 2000 merger announcement. In meetings, according to many sources, he'd call Levin a "liar and a thief"-when, of course, he wasn't discussing his separation and pending divorce from Hollywood star Jane Fonda, which the couple had revealed just a few days before the merger announcement.
Things got only worse after Turner had lost $7 billion in stock value by the end of 2002. "I'm poor, but I'm proud," he'd say loudly and often. And he took to showing up at the oYces of various Time Warner executives, where he'd turn his pants pockets inside out and cry out to anyone who would listen: "I was robbed."
Turner was perplexed. Perplexed at what had happened in the deal, and perplexed at how he'd managed to lose more money in two years than almost anyone in the world had ever possessed. In December 2002, on the fifth anniversary of his $1 billion pledge to the United Nations, he announced to reporters, "I went from no money to a pile of money, just as big as the World Trade Center." Unable to stop himself despite the crassness of the comparison, he went on: "Then-just like the World Trade Center-Poof! It was gone."
Possibly the most vexing part for Turner-though he never seemed to admit it in all his angry outbursts-was the knowledge that he'd done this to himself. Not only had he voted for the deal as a major stockholder; he'd also declared, without any prompting, that he "did it with as much or more excitement and enthusiasm as I did on that night when I Wrst made love some forty-two years ago." As much, okay. But more? No wonder he was suffering such postcoital pique.
Turner's transformation-from sex-crazed teen to ranting, grumpy old man-got me thinking about the whole deal. So I made a little list, titled: Questions to Ask Ted Turner, If He Ever Agrees to Talk to Me.
1.Were you really robbed?
2.If not, why are you saying you were?
3.What did Gerald Levin lie and cheat about?
4.Why did you and Jane Fonda break up?
(That last one was just for me personally.)
This led to another list, titled: Questions to Ask Gerald Levin.
1.Do you think you robbed Ted Turner?
2.If so, where is his $7 billion?
3.Are you a liar and a cheat?
4.Why do you think he broke up with Jane Fonda?
I went, to tell the truth, a bit list-crazy, making them for everyone involved-Steve Case, other executives, the investment bankers, the Wall Street analysts, major institutional investors, and on down the line to the smallest schmoo at the companies.
It seemed like an easy job then. I'd just take my many lists and get some answers. Then I'd be able to explain what had happened-which, even more important, would then go a long way toward explaining what had happened in the whole Internet boom and bust. Yes, this should be easy.
Or so I thought. But the mood in the business world as I began doing interviews in the fall of 2002 was very ugly, and the AOL-Time Warner deal was being held up as the biggest and stupidest moment in the whole era. What I would soon learn was that this was a story in which everyone was to blame, but no one was at fault. And only a few would go on the record about what happened, although everyone would tell you in detail why someone else screwed up. Worst of all, so heavy is the stench of the fetid merger itself, it's been nearly impossible to determine if the main idea of the merger-the virtuous combination of old and new media to face the inevitable digital future together-was ever a worthy one.
This was, in short, a bad deal in search of a big scapegoat.
Nobody Still Knows
As I started writing this book, the multiplicity of competing agendas and few truly honest players quickly made it hard to sort things out. Soon enough, I felt a bit like a spun top-which was, as it turned out, an oddly familiar feeling. It was the same one I'd had when I first started writing about the Internet years ago.
"The truth is: Nobody knows" was the opening line of my first book, aol.com: How Steve Case Beat Bill Gates, Nailed the Netheads, and Made Millions in the War for the Web, which chronicled the rise of an unlikely group of entrepreneurs on the edge of disaster to the heights of status, power, and money. The line was meant to show how few people understood the power of this entirely new and highly disruptive online medium. And, more to the point, how fewer still thought America Online, which had been left for dead many times on its rocky journey, could ever amount to much at all.
That book was a story of the losers winning it all. With crazy characters and huge hype, big-time moguls and risky deals, and piles upon piles of money, the AOL story was a primer on the dot-com revolution that electrified the country at the end of the twentieth century. As the biggest player of them all, AOL sat at the very top of this world when I completed the book in 1997.
And then, AOL somehow rose even higher, capping its lofty position at the dawn of the new millennium with the announcement that it would buy the world's most important media company, Time Warner, rather than the other way around. The losers now stood ready to transform the combined company into a place that would control much of what Americans read, listened to, and watched, as well as how they communicated.
Today, it's easy to forget how bullish the world was on the merger news in January of 2000, because the context of that once hopeful and perpetually frenzied time had vanished almost completely by 2003. The Web-will-change-the-world-and-make-us-filthy-rich cheer had morphed rather abruptly into an It-was-all-a-Ponzi-scheme-wasn't-it? shriek. But let us try to remember anyway: When the merger was announced, it was hailed as the new paradigm and few questioned its wisdom. Its key executives-Steve Case, Jerry Levin, Bob Pittman, and, yes, Ted Turner, too-were seen by many as rock star-like icons of the future. The new sages of the business world, they were admired and envied for their immense wealth, power, and seeming ability to influence the future direction of the world. Mere mortals had become accidental gods, as one Wall Street analyst had told me soon after the deal was announced.
But now the losers are losers once again, having fallen Icarus-like to earth after arrogance and hubris had brought them too close to the sun. The merger of the century is seen as an abject failure. Instead of high fives and dreams of perfect synergy, AOL Time Warner has become a place of vicious boardroom infighting, management coups, shaky morale, and a general feeling that the whole effort to merge the old and new economies has been a farce. There are, of course, lawsuits on top of lawsuits, as the molten anger hardened into a much colder and more urgent need for revenge and retribution.
As things started to teeter and then topple at the company, I, too, found myself weirdly upset. First of all, there was an element of self-interest in my discomfort. The column I wrote about the tech sector for the Wall Street Journal was called "Boom Town." "Been watching the NASDAQ. Think we should change the name to 'Bust-town'?" Journal managing editor Dan Hertzberg had written me in an email on November 30, 2000, as the Net royalty started to show major signs of wilting. When your boss starts making little "jokes" like that, you know it's time to start looking for answers.
But it wasn't just that. There was also the dirty little secret I have continued to hold in these antidigital times: I am still a believer. Maybe not in the AOL Time Warner merger anymore, but in the essential idea at the heart of it-that someday the distinction of old and new media will no longer exist. Despite the grave dancing everyone's been doing about AOL Time Warner's fate, I still believe we're at the very start of realizing the promise of the many technical innovations that burst on the scene at the end of the last century. Borrowing from Winston Churchill, I call it the end of the beginning of the digital revolution.
By that, I mean that it is from the ashes of this bust that the really important companies of the next era will emerge. And that evolution will, I believe, be shaped by what happened-and what is happening now-at AOL Time Warner. Because the moment the deal was struck has become a kind of Internet Rubicon: It stopped the boom that needed stopping and ushered the nascent industry into maturity with a rough shove.
In the wake of the crash, true faith in the eventual dominance of the Internet is not an easy thing to admit to. In fact, largely because of this one disastrous deal, saying you believe in the Internet as a revolutionary medium is now a bit like admitting to a capital crime. It may even be one, if you also happen to express conWdence in convergence-that longed-for mix of technology and media that will someday enable consumers to get any kind of information anytime and anywhere. And I won't even begin to imagine how pilloried someone who also touts synergy-the fabled ability to make a company worth more than the sum of its parts-would be.
But I still believe. And in order to find out what would happen next, I needed to find the real story behind the failed merger, and how we got here from there. That, and the answer to another question:
Who really robbed Ted Turner?
|Prologue: What is the Sound of One Door Slamming?||1|
|Ch. 1||The Truth, the Whole Truth, and Nothing But the Truth (or something like it)||9|
|Ch. 2||The Perils of Pauline||17|
|Ch. 3||Nothing Left to Lose Except Everything||63|
|Ch. 4||The $10 Million Napkin||97|
|Ch. 5||Pursuing the Putz||149|
|Ch. 6||Way, Way, After the Gold Rush||199|
|Ch. 7||The End of the Beginning||239|
|Epilogue: A Portfolio of Perspective||271|