7:54 a.m. November 25, 2013

NSFWCORP Sells Out

A few minutes ago, the Guardian broke some news that, by legal necessity, I've been sitting on for the past few weeks. NSFWCORP has agreed to be acquired by Pando Media.

Pando founder Sarah Lacy has written a post over on PandoDaily, explaining the deal and what it means from her point of view, but I wanted NSFWCORP readers and supporters to hear the news directly from me.

[TL;DR version: you'll now find the NSFWCORP team over on PandoDaily.com where we're heading up a new investigative unit, subscribers will continue to receive the (relaunched, expanded, revamped) print edition and access to its online equivalent, and we're doing a marathon radio show next week to explain everything else.]

The more you know about NSFWCORP and Pando, the more this deal will likely make sense to you. As Pando's chairman, Andrew Anker said, it "corrects a historical anomaly."

Sarah and I have been writing partners and close friends for years. As I explained in my last book, Sarah was one of the two people who was most influential in my decision (and ability) to quit drinking -- it was also Sarah who convinced Michael Arrington to hire me at TechCrunch after I was laid off from the Guardian and so, in many ways, it's entirely Sarah's fault that I ended up launching NSFWCORP years later. Frankly, acquiring us is the least she could do.

So how did we finally get here?

A couple of months back, a few of us at NSFWCORP -- particularly me, Mark Ames, James Aylett and Yasha Levine -- had a series of discussions about our editorial direction and specifically how we occasionally lacked a clear one. Those discussions actually stemmed from a much longer conversation about how our stated mission to fuck with power (copyright Mark Ames) was frequently pointing us towards Silicon Valley and Valley-style tech entrepreneurs like Jeff Bezos and Pierre Omidyar who are, slowly but surely, taking over control of politics (and policy), media and, of course, the global economy.

Few publications have been as consistently cynical (and right) as NSFWCORP about this tech-driven power shift: see Mark Ames' history of nondisclosure agreements and whistleblowers and "PRISMers Dilemma" series tracking Edward Snowden in Russia, Yasha Levine's investigations into Buzzfeed and the brothers behind America's largest private drone base, David Sirota's columns on Apple's threat to our security and the politics behind Jeff Bezos' takeover of the Washington Post, Dayvid Figler on the husband and wife trying to block Harvey Weinstein on iTunes, John Dolan on how Saudi Arabia will never be the new Silicon Valley… and of course my reporting on Silicon Valley's cult of disruption.

But, for all our efforts, we've barely brushed away the surface dust. We knew we had a lot of work still to do, the question was whether we could stay in business long enough to do it.

Last month, in a Dublin hotel lobby, I sat down for lunch with Sarah. For one thing, I wanted her opinion on our proposed new focus, but also I wanted to suggest an editorial partnership between NSFWCORP and Pando. We'd already cross-posted a half-dozen or so pieces to PandoDaily.com, and our recent reader survey showed huge overlap between our respective readerships -- sharing more of our "tech power" stories there seemed like a smart way to increase that crossover.

Sarah countered with an even bigger idea: "Maybe now's the right time for us to buy you."

* *

Note: I think I replied something like, "Yeah, maybe we should talk about that," but when Nick Bilton writes his inevitable cinematic account of the momentous lunch he should feel free to substitute a few paragraphs of his trademark "color":

"Paul forced his front teeth further into his biscotti, their enamel coating passing smoothly through the confection's crunchy exterior like a knife through butter. A single crumb fell from his lips on to the china plate below. 'Buy us?' he exclaimed, as Sarah's brown hair bobbed unnecessarily. 'Buy you,' she cooed." In the next room, out of sight of the diners, a waiter flirted with a waitress. Somewhere, far away, an owl hooted.

* *

Truth be told, Sarah and I had discussed a possible merger or acquisition at least twice before, but each time we agreed that our two publications were too far apart editorially. Today, though, the companies have grown closer than they've ever been.

PandoDaily has been undergoing a subtle editorial shift of its own, investing more of its editorial resources in longer investigative pieces, which are fast becoming the site's most high-traffic features. Sarah is keen to give Pando readers more of what they clearly want: in-depth, aggressively reported investigative features, with a focus on that same power shift that NSFWCORP had identified.

I've always been very honest about NSFWCORP's struggles to attract investment for journalism with jokes, but Pando had fared much better, raising over three times more than us, along with attracting high-value advertising and building a healthy events business. They had also hired a fantastic reporting team, headed by Sarah and (sometime NSFWCORP contributor) Adam Penenberg, the reporter most famous for exposing Stephen Glass' lies at the New Republic.

Sarah was right. If we could find a way to join forces without killing each other, the result would be an astonishing collection of reporting talent, writing for a far larger audience than NSFWCORP has been able to attract with our subscription-only model.

In the pseudo-quiet-period that followed our lunch in Dublin, Sarah and I -- with input from Pando's board, NSFWCORP's investors and our respective legal teams -- hammered out a deal that we think comes close to being a win-win for both companies. (But only close: we had to lay off three brilliant, talented employees in order to make the economics and logistics work. On that, I'll say this: there should be a law in America that companies can only lay off employees if the CEO does it himself. We'd see far fewer people out of work if that was the deal.)

And here's where we landed: from Monday, the NSFWCORP team -- including Mark Ames, Yasha Levine, David Sirota (who will be joining full time, but also keeping his syndicated newspaper column) and Brad Jonas -- will be writing (and illustrating) on PandoDaily, as will regular NSFWCORP contributors like John Dolan and Dayvid Figler and our copy editor, Katherine Dolan. We will form the foundation of PandoDaily's new investigative reporting unit, headed by me, which will focus on delivering "holy shit" stories by NSFWCORP alumni and the existing Pando team.

We'll continue to publish a subscriber-only print edition, but as a much-expanded and completely revamped quarterly instead of a monthly. The first relaunched issue, published next month, will contain three times the content of the old NSFWCORP print, with far improved paper stock, way more illustrations and photography -- and a revamped digital version. Existing NSFWCORP print subscribers (including Conflict Tower subscribers) will continue to receive the (renamed, obviously) PandoQuarterly through the mail, while digital subscribers will be able to read it online the moment it's published. This is in addition to daily investigative reporting from the NSFWCORP team, over on PandoDaily.com. If you're not yet a subscriber, you can sign up here.

Having seen some of the spreads for the first PandoQuarterly (a comics journalism special, co-edited by Pulitzer finalist Matt Bors), I'm certain you're going to love it. But if you're furious about the switch from monthly to (way, way bigger) quarterly, then I'll pretend to understand if you cancel your subscription. Conflict Tower and other lifetime subscribers will continue to enjoy the full benefits of those memberships, as well as admission to Pando's monthly speaker series, member parties and more.

In the coming days and weeks, I'm planning to write a series of posts over on Pando going into more detail about the acquisition, how we got here, and where we're going. But before I sign off on NSFWCORP.com for the last time, a few special housekeeping messages for various groups:

-- For NSFWCORP subscribers: for now you'll still be able to log in to NSFWCORP.com to change your delivery and billing information. NSFWCORP editorial assistant Christopher Goscinski will continue to respond to your subscription support requests. Assuming you don't cancel, you'll continue to receive the new revamped and expanded quarterly in place of the old monthly. The monthly rebill amount won't change and will continue to include full archive access, expanded to also include all of NSFWCORP and PandoDaily's e-book back catalogue.

-- For those still waiting for their Conflictathon/Boots on the Ground fundraiser rewards (bookmarks, War Nerd books etc): we're aiming to have those to you early next month. I'm sorry for the delay. Shit's been crazy.

-- For freelancers and other vendors who are awaiting payment from NSFWCORP: don't worry, you'll be paid! The acquisition involves some financial heavy lifting which might cause some small delays on payments, but we'll have everything cleared by the middle of next month. NSFWCORP is being absorbed by PandoDaily, so there's no need for you to re-invoice or anything like that. Any questions or concerns, email or call me.

-- For PandoDaily readers and investors: Buckle up.

-- For everyone: NSFWLIVE is coming back! For one looonnng night only! To celebrate NSFWCORP's bright new future, we're broadcasting another of our surprisingly popular marathon Conflictathon online radio shows. The twist: during the show, we'll be selling off the entire contents of NSFWCORP's Las Vegas headquarters live on air. Macs, studio equipment, back issues, swag, the pool table -- even our famous NSFWMOBILE: everything must go. The first few thousand dollars raised will go, as a matter of legal necessity, to paying our outstanding freelancers -- but every dime that remains after that will be split between the NSFWCORP staffers who were laid off during the transition. The length of the show is entirely up to you: for every $10 we raise, we'll add another minute to the running time (the first Conflictathon ran for more than 26 hours) and as ever I'll be hosting, alongside NSFWCORP writers past and present. There'll be special guests a-plenty, including as many of the Pando team I can convince to call in. The fun starts at noon Pacific on Monday, December 2.

OK, that's all I have to say for now, except this: Thank you to all of you who have allowed us to get to this point. I'm not even going to try to name them all, because I'll inevitably miss the important ones, but the list includes thousands of NSFWCORP subscribers, hundreds of Conflict Tower residents, dozens of staff and contributors and our handful of investors. And, of course, thanks to Pando for providing us with a new, far more stable, home to ensure NSFWCORP's mission can continue long into the future.

To say we're all excited to be working with Sarah and her team is a laughable understatement. This is going to be fucking ridiculous.

Onwards!

...

P.S. Having said I wouldn't name names, I'd be remiss if I didn't thank Yoichiro "Yokum" Taku, our attorney at WSGR. Without him and his team, this deal literally would not have been possible. It takes a special kind of lawyer to be able to deal with the weirdness of NSFWCORP. Yokum is that lawyer, and then some. Kudos.