Tuesday, April 08, 2008

Irex Ltd. - Corporate Structure

I recently wrote a fictional piece, The Mind of Susie Dow, based on the idea that Kirk von Ackermann was killed due to mistaken identity. Specifically, von Ackermann was mistaken for the founder of Ultra Services, John Dawkins. Where did that idea come from? John Dawkins was so universally disliked by the fall of 2003, that I caught myself wondering one day why nobody took a sledge hammer to him. It was a pivotal 'bingo!' moment for me.

What does this have to do with Irex Ltd?

It would be an understatement to say that there was a lot of 'dissatisfaction' with the quality of leadership skills of the founder, John Dawkins, at Ultra Services. A small group were busy planning to shoplift the business out from under Dawkins and launch their own new venture, Irex Ltd. Irex Ltd. already had its first product in development, an armored demountable Guard Booth, designed by Kirk von Ackermann and his wife, Megan.

Irex Ltd. never quite got off the ground--Kirk von Ackermann disappeared and Ryan Manelick was killed. Irex Ltd. never received any contracts and was a legal entity in name only. However, there are two possible ways the creation of Irex Ltd. could have played a role in the disappearance of Kikr von Ackermann and the murder of Ryan Manelick. Both involve money:

  1. Irex Ltd. was a threat to Ultra Services and by extension, John Dawkins
  2. John Dawkins stood in the way of Irex Ltd. moving forward quickly
Just to be clear, there's no indication Irex Ltd. played ANY role in the disappearance of Kirk von Ackermann or the murder of Ryan Manelick. After all, Manelick alleged 'fraud' shortly before he died. While fraud can easily be interwoven in to either of the above, it also isn't necessary as a sole motivating factor. If fraud IS the sole basis and sole motivating factor of events then Irex Ltd. has NO role:
  1. Kirk von Ackermann was killed because he was going to blow the whistle on fraud
  2. Ryan Manelick was killed because he found out
I hope the above is clear because I'd like to spend a few posts on Irex Ltd. but I don't want people to be confused in to thinking there's any evidence of a direct correlation or connection between Irex Ltd and the disappearance of Kirk von Ackermann or the murder of Ryan Manelick. There is none.

Corporate Structure

An email was sent from Charles Phillips to Geoff Nordloh just days before Kirk von Ackermann disappeared. I have referenced this email on various occasions, including in an article I wrote for ePluribus Media on the corporate history of Ultra Services:
One Missing, One Dead: An Iraq Contractor in the Fog of War
by Susie Dow with Steven Reich, ePluribus Media, May 15, 2006
Geoff Nordloh was kind enough to grant me permission to post this here at the Missing Man.

--------------------------

From: Geoff Nordloh
Sent: Tuesday, May 02, 2006 03:10 AM
To: Susie Dow
Subject: FW: Corporate Structure

This is a long email, but in it Charles makes reference to Kirk vis-à-vis the “new” company setup. Although this email doesn’t list Irex by name, I know that’s what we were talking about…

Geoff

-----Original Message-----
From: Charles Phillips [mailto:charles@ultra-services.com]
Sent: Wednesday, October 08, 2003 10:23 AM
To: 'Geoff Nordloh'
Subject: FW: Corporate Structure

I sent it to the wrong services.

(Note: this is a reference to initially sending the email to the wrong address. I have included this short note because of the date the email was sent and then re-sent.

Keep in mind that internal company emails were monitored and read, and that there was the ability to forward emails to unknown outside parties. This adds an extra layer to the potential to abuse the information in the email below.

All of this raises two questions: 1. who had a vested interest in interfering with Irex Ltd. plans and 2. who might have seen the email?

That Charles Phillips sent the email through the Ultra Services email server shows an almost naivete on cyber security one would not normally expect to see in a person who had had previously worked at a software company. That in itself raises more questions. At some point, I'll address all of the questions I've just mentioned here in a later post. - Susie Dow)

-----Original Message-----
From: Charles Phillips [mailto:charles@ultra-services.com]
Sent: Tuesday, October 07, 2003 7:45 PM
To: 'Geoff@ultra-services.com'
Subject: Corporate Structure

Geoff,

I’ve been giving our corporate structure a lot of thought and I’d like to share them with you so that we can lay out a blueprint for what the company ought to look like going forward. First, a bit of corporate news: we are currently in the process of scaling back the John Dawkins model of service in Iraq . This model involves securing contracts in Iraq and then managing the purchasing and packaging of all the piece parts which are necessary to make those projects successful.

An example is a shower unit. This unit requires the following pieces to be sourced in Turkey for its completion:
  • 2 AC/ECU units
  • 1 5000 Lt fresh water tank
  • 1 5000 Lt grey water tank
  • 1 5000 Lt black water tank
  • 1 250 Lt water heater (3KW x 2 heating element)
  • 1 Water Pressure tank
  • 1 Sump Pump
  • 1 Grey Water collection tank
  • Miscellaneous Pipes, Valves, Cables
These items must then be packaged with the shower unit itself and shipped to Iraq . Once in Iraq , the unit has to be effectively escorted to the base and then installation must take place with a team of local workers. This process involves working with at least 7 different vendors in three languages, and a rather precarious financing structure which is heavily dependent on advance payments from the U.S. military. Typically, this process leaves us strapped for personnel and cash, and while it potentially garners a larger margin on each individual projects, it necessarily limits the number and size of projects you can take on. It also puts us at considerable risk of finishing projects late which has an opportunity cost if nothing else.

Company management has of course found a more viable option. We are currently working with Turkish partners who are able to secure financing and financial terms which require substantially less financial outlay from the company. These companies manage all sourcing and logistics of the projects, sub-contracting them out to trusted vendors. Typically, their costs are more predictable and the logistical flow to the installation site is much smoother. What they require from us is firm contract specifications and help contacting the military, getting onto the bases, etc.

Many of these vendors we have worked with and a few we haven’t worked with have approached us about extending this idea even further…in short, they promise to provide all financing, logistics, and installation as long as we help them source and negotiate the contracts and deal with the military on an ongoing basis (getting onto bases, securing living privileges, etc.). In some cases, these companies even promise to help source contracts for us. Effectively, we would switching our core competency from sourcing and logistical support to contract consulting, negotiations, and high-level strategic support.

This switch is not without risk. The proprietary model, although limiting, had some built in protection against partner risk. We owned our sourcing and many of the vendor relationships were effectively isolated from the U.S. Army. If we follow a tighter partnership model, we are exposed in the following ways (but there are ways we can limit that exposure):
  • We could enter into partnerships with companies which are not capable of filling out their responsibilities, either financially or operationally.
  • Solution: We are currently engaging the preeminent law-firm in Turkey to do due diligence on each of these companies and allow us to pick companies which have the proven financial base and operational expertise to service the contracts
  • We could enter into partnerships with companies which engage in predatory tactics and end up taking our clients from us.
  • Solution: Engage in high value projects and maintain a strong corporate front. Ensure that all contracts signed with Turkish partners are backed by enforceable confidentiality and exclusivity agreements. Build as much "intellectual property" as possible into projects and maintain tight institutional control of client relationships (primary mover of all meetings with decision-makers).
We continue to be one of the only American groups cognizant enough of the real risk in the region to do business throughout Iraq and the time is ripe to leverage Turkish company’s interest in the region.

To that end, I am trying to achieve the following milestones as quickly as possible:
  • Finishing Bermudan incorporation
  • Finishing Turkish subsidiary incorporation
  • Replenishing deal pipeline
  • Selecting financial and strategic partners
  • Finalizing and servicing deals
A word on the Bermudan Partnership:

Stratex and I will be 50-50 partners in the initial corporation, as promised. One of the board members will be your employee, one of the board members will be me, and one of the board members will be chosen from Kirk, Bora, and Egemen. After that (and hopefully concurrent with it), I want us to immediately ask our Bermudan lawyers to issue an agreement that allows for an issuance of more shares which will end with the shares conferred in the following proportions:
  • Stratex: 10% vested (founder)
  • Charles Phillips: 10% vested (founcer)
  • Bora, Egemen, Kirk: 20% options (vested over 2 years)
  • Charles Phillips: 30% options (key employee, vested over 2 years)
  • Key Financial Partner: 10% (Key Financial partner defined as $15 million in available equity or loan)
  • Future employees/key strategic partners: 20%
As you can see, I want to make sure everyone is incentivised to add value going forward. To that end, many of the shares are performance based. Of particular note is the share block set aside for the Key financial partners. This item is for partners who wish to add cash to the concern which is in excess of what our current partnership portfolio can effectively provide. The number I’m looking for for full participation is $15 million—that number gets a partner in at full 10% value. Any number short of that allows entrance to the partner at a pro rata share.

The same is true of the pool for future employees or key strategic partners. As we go forward, we will need to add employees, board members, and/or partners which clearly provide an entrée into large businesses we wish to enter. These individuals or entities will be allowed to have equity in the company provided they present a compelling case about the business interest they represent.

Finally, a word on some of the administrative functions of the company:
  • Legal: I would like to have a word with Conyers, Dill, & Peterman about handling our ongoing legal relationships in Bermuda . I will also be working with Izzet Hatem, a prominent lawyer here in Turkey to do business here.

  • Financial: I think it would make sense for Stratex to provide some CFO functions, but most of the active controlling and accounting work I would like to farm out to local people here in Turkey. Basically, we will need our CFO to be someone who lives and works here and therefore can help perform regular audits on our partners to make sure that we are getting the right information from them

  • Marketing: We will quickly move to get a website up and running and I have talked to some people in the U.S. about getting funding.
These are my thoughts, but I feel that time is of the essence. Additionally, and this is an important point: Mete is under the impression that he is Stratex’ exclusive partner in Turkey . If this is the case, then these details will have to be changed pending reconciliation of that situation.

Let me know what you think…I’d like to close on these items as quickly as possible.

Charles

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