The Term Sheet: A Startup Thriller Novel

by Lucas Carlson

  But now he could take care of his sister. Maybe. He still didn’t know how much Doug was going to offer. The acquisitions he read about on TechCrunch were always at least thirty to fifty million. Only a few came in at the ten to twenty million range, and Cryptobit was a better idea than those companies. Plus, for a company as big as System, thirty to fifty million was probably less than they spent on coffee per year. They should easily be able to make an offer in that range, David thought.

  He would call Heather.

  No signal. He thought how glad she would be to hear this news. It would cover all his recent sins, including canceling a dinner date with her tonight. He wanted to see the look on her face when he told her. He was bursting to tell someone the news, anyone, but still he felt alone. Doug’s secret passage began to feel cramped and heavy.

  Chapter 21

  Andrew rushed in the front door of David’s apartment without knocking. David was making coffee, standing near the kitchen counter in his T-shirt and boxers.

  “Hey, David.”

  “Hey, I have something to tell you.”

  “It will have to wait,” said Andrew. “We’re back on again.”

  “Back on what?” said David.

  “Pitch Deck. Put on some pants, will you?”

  It had been a month since he last spoke to Mark, and since then he had been focused on writing code.

  “Oh, great,” David said in a soft voice. “I need to tell you something.”

  “You don’t sound that excited,” said Andrew. “What’s wrong? You getting cold feet? Afraid they’re going to make you cut off your beard?”

  “Of course I’m excited, just confused.” David turned around to face the sink. “I just haven’t had my morning coffee. Look…”

  “Morning, Meg,” interrupted Andrew. “Looking good.”

  Megan came out from the bedroom dressed in a short skirt and loose-fitting blouse.

  “Thank you, Andrew,” Megan said as she rolled her eyes. “David, why don’t you put some pants on already? Don’t you see we have a guest? Hey Andrew, what do you think of the acquisition offer?”

  Shit.

  “What do you mean the acquisition offer?”

  “Didn’t David tell you, yet?” Megan turned toward David and tilted her head. “Typical.”

  “I was just going to—”

  “Tell me what? No wonder you weren’t excited about Pitch Deck. Are you trying to sell our company behind my back? Were you going to make it a big surprise, or something? Don’t you think I deserve to know these kinds of things? We’re cofounders, aren’t we?”

  Megan rushed to the door. “I’ll leave you two at it, I’m late anyhow.”

  “Of course not. Just give me a minute to explain,” David said as he willed himself to turn around and look Andrew in the eye. “The reason Doug invited me to dinner yesterday was to tell me that he wanted to acquire our company.”

  “So how much did he offer?”

  “Well, he didn’t say yet.” David blushed. “In fact, he was just about to call me. But they have been working on something like Cryptobit for years and they haven’t been able to—”

  “And what’s going to be my new job?”

  “Look, Andrew, I don’t have all the answers yet. I don’t know what your job would be, I don’t even know what my job would be. I don’t know how much they’re offering. I don’t know anything specific yet.”

  “In that case I think we should go on Pitch Deck first and see what happens there.”

  “Maybe,” said David. His coffee was finally finished and he brought a cup up to his nose. “But we might not have enough time to go on Pitch Deck.”

  “The acquisition won’t close in a week, will it?”

  “No,” said David as he took his first sip. “Probably not. But it’s not like we’re going to be on Pitch Deck next week.”

  “Yes we are.”

  David blew scalding hot coffee through his nose and started choking.

  “Next week?” said David, clearing his throat. “We’re not ready to go in front of millions of people.”

  “This is what we’ve been waiting for, David. An acquisition at this point would be meaningless. We need to finish our vision first. We need to raise a round of investment, hire a team and blow this out. We need to go big or go home. I didn’t start this company with you to give it up in the first few months.”

  “You know how few companies ever get acquisition offers? Isn’t this exactly what we were hoping for? How do you know if the offer will be meaningless? Why don’t we just calm down and wait to see what they say? It really sounded like they were desperate to make us the cornerstone of their new product suite.”

  “You mean make you the cornerstone. And what will I do? Be their janitor? I seriously doubt they need yet another business guy. They hire people like me to the mailroom these days.”

  David walked to his bedroom but kept the door ajar. “Don’t be like that, this could be a big opportunity for both of us.” David slipped into a pair of old jeans.

  “And so could Pitch Deck.” Andrew’s face looked pained. “With exposure from that show, imagine how many other companies might show interest in acquiring us. The more, the merrier, right? I mean, we could pick and choose who we sold to, and make some real money in the process. This is a business decision, and I’m your business guy. This is the stuff I know best and I’m just saying we should keep our options open.”

  “Let’s not get too greedy. What if this is our only opportunity to sell the company? For all we know, if we don’t take this offer, System will crush us. I know both of us could use the cash—it has been a while since either of us took a steady paycheck.”

  Andrew sat down at the dining room table. “Since you brought up the topic of paycheck, I have something else we need to talk about.”

  David came out of the bedroom fully clothed and sat down next to Andrew.

  “Oh great, what is it now?”

  “It’s just that I ran out of savings a couple weeks ago. I won’t be able to pay rent at the end of the month.” Andrew looked out the window while he talked.

  “Jesus, Andrew, why didn’t you tell me earlier? I am starting to run on fumes myself, but I’m not empty yet. I can spot you and we’ll make it through this.”

  “No, don’t worry about it. My grandpa left me a small emergency fund when he passed away.” Andrew looked down. “I’m supposed to use it for my education, but I think this counts as education. Anyhow, nobody enforces that rule. The trust fund manager is my uncle and he loves me. When I turned twenty-one, he told me I could use it for whatever I want. I just never wanted to touch it, until now. It’s not much but it’ll cover rent. But there’s always a chance I won’t have to touch it at all if we go on Pitch Deck and get an investment.”

  “That’s a big ‘if,’ don’t you think?”

  “Not at all. This is exactly the kind of startup that Tom Lewis and Atlas Vanguard invest in. It would be a no-brainer for them.”

  “Or if we sell the company, we could both be rich.”

  “David, listen. I know you think you understand stuff because you are the CEO, but this all sounds sketchy to me. My business instincts are calling bullshit on this opportunity. If they don’t want to talk money or roles, it just doesn’t sound serious. And even if it’s serious, it’ll probably take months to negotiate and I don’t have that kind of time.”

  “What are you saying, Andrew?”

  Andrew looked up, and there was a silent pause like he was trying to muster some courage.

  “If we don’t get an investment from Pitch Deck next week, I have decided to get a day job.”

  “That’s fine, I understand. I don’t want you out on the street homeless. You can get a day job and work on this in the evenings and weekends.”

  “No, David. I don’t think I am making myself clear. If we don’t get an investment next week, I...” Andrew looked down again. “I’m out.”

  David sat stunned. His heart dr
opped and his palms and feet became wet with sweat. His mouth went dry. David remembered sitting on the corner of his bed when he was thirteen years old with McKenzie Sutherland on the phone breaking up with him. He felt the same rush of panic and dread.

  “David, it’s not like I’m quitting right now. Don’t look so stunned. I just have to be able to pay rent is all. This is fun and all, and I believe in it with every bone in my body. But if I can’t afford food and shelter, what’s the point? I have to take care of myself.”

  David wanted to be able to take the high road and say: “I get it, no problem. Hell, I’m in the same boat with you, and in your shoes I would do the same thing.” But another part of him wanted to say: “What the fuck? You’re the one who talked me into this in the first place and now you’re quitting on me?” Since he couldn’t decide which one to say, he said nothing.

  “You’re kind of freaking me out,” said Andrew. “Look, I’m not quitting. Stop acting like a deer in the headlights. I’ve got to call Mark. He wants to prep me on a few things. I’m going to walk over to Palio’s. Come join me when you are ready.”

  Chapter 22

  Richard Curtis had made it clear to Shawn that he was to stop using government resources to back-channel an investigation. So he stopped using government resources and went to a friend in the private sector. Jordan Keeler had spent thirty years in the NSA and CIA before starting a crypto consulting firm with international and government clients. Jordan’s wife, Betty, had been best friends with his wife when they were younger and they had all spent a lot of time together on weekends and holidays. Jordan and Shawn hadn’t stayed in touch since Shawn’s wife passed away, but when Shawn called him, Jordan was happy to help. Typically, private sector cryptography was orders of magnitude less talented than what could be found in the NSA. The NSA had a long history of hiring the most talented and gifted minds in cryptography. But Jordan’s firm was among the best and brightest non-government firms out there, scooping up a majority of NSA fallouts by paying them twice as much as the government did.

  Jordan called Shawn and confirmed what Richard had told him about the NSA: Cryptobit’s approach was as clever as they claimed it to be. Jordan’s team was beta testing it with a barrage of attacks. They tried man-in-the-middle, hash collisions, and even brute force. Nothing seemed to work. Of course Jordan knew that the NSA had computers much more capable of cracking codes. But there was always a long backlog for using those supercomputers. There were far more requests for testing than processing power available to do them. So messages were prioritized in order of national security.

  Jordan explained to Shawn how infuriating the sheer volume of fake messages was. On the one hand, it was a complete waste of computing power to generate and attempt to decrypt all these fake messages. It was like intentionally flooding the network with spam. There were ten and sometimes even a hundred times more fake messages being sent at any given time than real ones. But unlike spam, those messages never ended up in anyone’s inbox since nobody could decrypt them. It was just background noise. It was like Bitcoin where in order to send even 0.00001 of a Bitcoin, you needed to download the entire history of every transaction ever sent. This seemed like a waste of disk, network and resources, but it was also exactly the reason that the distributed system worked: everyone using Bitcoin could verify everyone else’s version of the truth.

  The fake messages sent by Cryptobit meant that in order to spy on messages, the expensive backlogged NSA supercomputers would need to decrypt hundreds of fake messages just to find a single real one. It was still possible, but impractical and expensive.

  Jordan explained to Shawn that the only way to really break Cryptobit’s system was to inject spyware into the software itself, which could only be done by Cryptobit’s programmers.

  One step forward, two steps back, Shawn thought.

  Shawn knew in his bones that something big was going on. Something bigger than the last attack. And he had a feeling that the coordination was, or would be happening on Cryptobit. He was like a hound dog who had found the scent, but was chained to the wall.

  Shawn’s phone rang again. He picked it up slowly.

  “Hello, is this Shawn Douglas?”

  “Yes,” said Shawn in a puzzled voice.

  “Mr. Douglas, the president of the United States is on the line. I’ll put you through.”

  “Thank you.”

  Shawn sat taller in his chair and adjusted himself.

  “Shawn, how are you?”

  “Mr. President, I am doing well. How are you?”

  “Good. Shawn, listen, I only have thirty seconds. I know they’ve been keeping you in the dark about this investigation, but I clearly remember that you were the one who warned me about the attack long before it happened. You should be in charge of the entire thing, as far as I’m concerned. But there are politics involved and different organizations trying to take credit for solving this case—high profile and all. This kind of behavior is just ridiculous.”

  “I completely agree, Mr. President.”

  “I have heard you’ve been running your own investigation on the side. Don’t be shocked by that. I hear everything, Shawn. I also happen to know that you’ve turned to the private sector to continue the investigation.”

  Shawn blushed. He had been extra cautious; how did the president know? He had kept it strictly between Jordan and himself. Not even Brandon knew about this move. Maybe someone on Jordan’s team? Of course. Jordan hired a bunch of ex-government workers, and probably at least a few of them still had loyal ties.

  “Yes, Mr. President. I have been tracking down some leads. I know that I was told—”

  “Have you found anything yet?”

  “Nothing concrete, but I have a strong feeling that another attack is imminent and I can only presume it’s going to be bigger. I think they learned their lessons from the last attack.”

  “You were told to stop investigating.”

  “Yes, but with all due respect, sir, these guys ignored me last time. If they had just listened, we might have caught the bastards. Maybe. And now they’re moving too slowly again. If there is a new attack—and I wish I didn’t believe so surely that there will be—it’ll probably happen before they figure out the difference between their head and their ass.”

  “Shawn, it’s fine. You’re not in trouble, not with me at least. I agree with you. And nobody is more personally invested in this than you. I pulled some strings to make sure you are brought back into the main investigation. They’re moving too slowly for my taste too. Make sure we cross-check Mr. Keeler’s information with the NSA and use him if we get into any legal grey areas. We need to get ahead of this at any cost. We cannot afford another attack. This country has not yet recovered from the first one.”

  Abigail, where did Abigail go?

  “Thank you, Mr. President. I won’t let you down.”

  “I know you won’t. I have to go. Be safe.”

  Chapter 23

  A few minutes after Andrew walked out, Doug called. David was still barefoot and a little dazed at Andrew’s revelation.

  “Hi, David, did you get the term sheet I just sent you yet?”

  Stupid technology. It must be passing through my decryption process right now.

  David had recently finished prototyping an idea he had to encrypt emails instead of chats. He was beta testing this new feature on his own email account. There were clearly some kinks to work out, but a few seconds later the offer came in. Five hundred thousand dollars. This was more money than David had seen in his entire life. It was more money than he had earned in all his years of programming combined. David’s palms were sweaty, heart racing. He gently tugged on his beard as Doug continued walking through the term sheet.

  Given that Doug had only mentioned the prospect of an acquisition the night before, it seemed like a lot of thought and care went into it. David wondered if this had all been in the works for a while, but ignored the thought.

  “I think I get it
, can I mull the offer over and get back to you later today?”

  “Of course, let me know when you’re ready.”

  David hung up and realized that Andrew had been right. The number was a lot smaller than he had imagined. But this was still a real opportunity to make a lot of money and call it a win.

  Feeling excited and overwhelmed, David stepped out to the brisk air. It was overcast and cold, but he was in denial that summer had ended so quickly. He walked around Ladd’s Addition and goose bumps covered his arms. His mind was reeling.

  A black Lincoln Town Car with black tinted windows crawled in front of David. The car came to a halt. A tall older man with a half-balding head, a baggy black suit and dark-rimmed glasses swung open the back door and stepped out onto the sidewalk.

  Shawn took off his glasses and looked directly into David’s eyes.

  “You have something I need. If you cooperate and make this easy, I’ll let you get back to your life.”

  David felt flushed. He didn’t say a word as they drove across the bridge into the northwest hills. They wound through the twisty forest road until it started to straighten out again and the trees began to disappear. David hadn’t ever gone this far west; he felt confused and lost.

  What are they going to do to me? I should never have gotten into the car.

  As they drove deeper into unfamiliar land, he thought of all the important things in his life. He thought first of Heather. He hadn’t seen her in a while—and that thought embarrassed him. He had said the same thing to himself numerous times in the past weeks. Why hadn’t he done something about it?

  He thought of Megan and how much he missed her. He realized how much he had really jerked her around in the last couple years. It was his idea, after all, to quit everything to try to make it with startups. He decided that if he made it out of this situation alive, the first thing he would do was make it up to Megan. Treat her right. Get her flowers and take her out to a nice dinner. Tell her how much she meant to him. How much she inspired him to do better. Not just by always telling him when his ideas were terrible (no matter how much he hated to hear it), but by driving him to want to build a better life for them—a life together. A life better than the ones their parents had or could even dream of. He wondered why he hadn’t asked her to marry him yet.