NASA Johnson Space Center
Oral History Project
Commercial Crew & Cargo Program Office
Edited Oral History Transcript
Interviewed by Rebecca Hackler
Mountain City, Tennessee – 1 May 2013
[This oral history with Randolph H. Brinkley was conducted via
telephone from Houston, Texas to Mountain City, Tennessee.]
Today is May 1, 2013. This telephone interview for the NASA Commercial
Crew & Cargo Program Office History Project is being conducted
with Randy Brinkley, who is in Mountain City, Tennessee. The interviewer
is Rebecca Hackler, assisted by Rebecca Wright, who are in Houston,
Texas at the Johnson Space Center History Office.
We’d like to first of all thank you very much for taking time
to talk to us this afternoon, and we’d like to begin by asking
you briefly to share with us how you first became involved with the
Rocketplane Kistler [RpK] commercial venture.
It’s a pleasure to be able to spend some time with you this
afternoon. In answer to your first question, after I left Boeing Satellite
Systems [Inc.] as the president, I took on the position as the Chief
Executive Officer of Kistler Aerospace Corporation, which had been
intimately involved with the project to provide a reusable launch
vehicle for NASA as part of that activity [Alternate Access to Space
Station]. Subsequently there was a plan within NASA to look at opportunities
for providing commercial transportation to the International Space
Station [ISS Commercial Cargo Services].
Over a period of time, the Kistler Aerospace Corporation was purchased
by Rocketplane, and I subsequently transitioned to the president of
Rocketplane Kistler and led the activities for the Kistler portion
of the company, which continued to be involved with the development
of a reusable launch vehicle that subsequently competed for the Phase
I COTS [Commercial Orbital Transportation Services] contract.
We know you were the ISS Program Manager for many years in the 1990s.
When you were in that role, were there any discussions about having
commercial transportation to the Station?
There were some preliminary discussions about that, but it was more
of a conceptual effort. After I left the International Space Station,
Dan [Daniel S.] Goldin, the NASA Administrator, had approved a sole
source contract to the Kistler Aerospace Corporation to deliver technical
documents related to the development and launch and operations of
a reusable launch vehicle [Space Launch Initiative], and that launch
vehicle conceptually could provide cargo resupply to the International
Space Station. That was, I would say, the preliminary effort under
a sole source contract to develop a U.S. commercial cargo transportation
capability as a potential augmentee to the NASA Space Shuttle.
Can you talk about your role in the COTS competition and how that
proposal was put together for Kistler?
I was overall responsible for the development of the response to the
RFP [Request for Proposal] by Rocketplane Kistler, through that whole
effort, which began with an RFI [Request for Information] in the December
timeframe and resulted in the first downselect in the May timeframe
of 2006. Then following on the final selection in August of that year,
I was in charge of the efforts within Rocketplane Kistler for the
development and demonstration of that capability.
Can you talk about RpK’s technical and business plan? What sort
of value proposition did their vehicle bring to the market?
The unique thing about the Kistler K-1 vehicle was that it was completely
reusable, and because of that, its price point per kilo[gram] to the
Space Station was significantly less than any of the other competitors,
all of which were expendable launch vehicles and would require a great
deal of follow-on recurring expense to develop another rocket that
would be destroyed during the execution of providing cargo to the
Space Station. The other part that was a significant advantage to
the K-1 was that because it was reusable, it was able to bring downmass,
cargo, back to Earth. Of particular importance was scientific cargo,
like protein crystal growth. Downmass was valued as actually more
important than upmass in terms of the NASA evaluation under the RFP.
Can you describe what some of those negotiations were like? We understand
that in the due diligence process NASA representatives came to visit
with the companies.
The NASA COTS team, with augmentees from other organizations within
NASA, visited each and every one of the competitors during the RFP
process. There was first a series of oral discussions by phone, and
then there was a face-to-face interface with each one of the competitors.
Following that, there was an initial downselect. As I recall, there
were 22 competitors for the initial downselect, and I believe there
were six competitors for the final downselect. Rocketplane Kistler
was one of the six, and then ultimately was one of the two selected
under the RFP.
Do you remember what sort of issues came up during the negotiations?
What were the primary sticking points, or areas that you had to work
out with NASA before you signed the Space Act Agreement [SAA]?
One of the biggest issues we had from a business perspective was NASA’s
commitment to a follow-on servicing contract that you could put in
a business plan to investors that they could evaluate what the follow-on
revenue stream would be. The way the COTS RFP was structured, there
was no follow-on service contract defined. There was only funding
for the two or three demonstration flights, depending on the competitor.
NASA would pay for those, but there was no follow-on option to exercise
that would guarantee x number of flights at a particular price point.
That was a follow-on to-be-determined contract [Commercial Resupply
Services], which subsequently turned out to be fatal to Rocketplane
Kistler because of the lack of certainty of follow-on revenues associated
with what is currently the contract that Orbital [Sciences Corporation]
and SpaceX [Space Exploration Technologies Corp.] were awarded.
I’d like to ask you in more detail about the termination, but
before we get there, can I ask you to describe your experiences working
with NASA? We understand since these were Space Act Agreements, as
opposed to contracts, to demonstrate a capability instead of buying
a service or product, some of the relationships were a little bit
different. Can you describe how you worked with Bruce [A.] Manners,
the [COTS] Project Executive, or other people in the COTS office?
Bruce worked for Alan [J.] Lindenmoyer [Commercial Crew and Cargo
Program Manager] and his team. I had known Alan for a number of years.
He worked for me as head of the configuration management on the Space
Station Program. Valin [B.] Thorn [Commercial Crew and Cargo Deputy
Program Manager] had worked for me. I knew all of the leadership within
the COTS program—all great individuals and very fair and very
much motivated on NASA’s behalf—and I think they did an
exceptional job through all of that.
I would have to say, though, that none of them had a great deal of
experience base in this area, and it was through no fault of theirs.
No one in NASA had a real appreciation of what a financial investor
would require to invest in such a project, for that matter. The understanding
on their part of how a financial investor would see whether or not
they would be willing to invest was an area of a good deal of discussion
and concern within Rocketplane Kistler, in terms of if we win the
COTS [competition], how successful are we going to be to get the other
two-thirds of the funding in order to complete the development of
the vehicle. The lack of a defined revenue stream for ISS servicing
was a crucial impediment to financial investor funding. In the end,
both SpaceX and Orbital Sciences had to provide self-funding for the
How did you work with NASA to try to get that funding, or work with
NASA was very good about interfacing with potential financial investors.
They wanted to participate in the investor “road show,”
to be able to respond to questions that various potential investors
might have or did have during the due diligence. Mainly that was headed
up within the COTS program, but there were other people that supported
them from [the NASA Office of] General Counsel, mainly from JSC, as
well as Mr. Alan Marty. He was an outside consultant from the investor
community. Mr. Marty was a great asset to the COTS program and also
very helpful to us as well.
I would have to say because Kistler already had a sole source contract,
based on the K-1 vehicle, there was high confidence, I think, from
the NASA side about the technical merits of the K-1 vehicle. The questions
and the concern from a NASA perspective were the financeability of
Rocketplane Kistler for the development of the K-1 rather than the
technical side of things. That would be different, I think, from some
of the other competitors who really were talking about a vehicle that
was still on the drawing boards and more at the viewgraph level than
our vehicle, which had the first vehicle 50-percent plus completed.
Did you also work with the ISS Program Office as far as meeting the
requirements for docking?
Not directly, but they participated because they provided the specifications
and the requirements that were included in the RFP. Again, under that
previous sole source for the K-1 in the NASA contract, those requirements
were pretty well understood by the Kistler team, and the vast majority
of the Kistler team had a close relationship [with NASA]. Some of
them had actually worked on the Shuttle Program and on the Space Station
Program, and were very familiar with the requirements for the Space
Station. I certainly understood them.
We would think so. You mentioned the road show, when the company went
to try to find investors. Can you talk more in detail about that—where
you went, which companies you talked to, and then ultimately why those
negotiations didn’t pan out?
Sure, I’d be happy to. Once we had completed the acquisition
by Rocketplane of the K-1, our focus was on responding to the RFP
and the financing of that, which required us to find an investment
banker that would have the lead in terms of financing the Rocketplane
Kistler portion of the financing to match our proposal for the RFP
with NASA. We chose Jefferies Quarterdeck [LLC]. We had had a previous
relationship with the Kistler company. They were a known entity in
terms of raising funds from financial investors in the aerospace sector,
and so as we moved to prepare our response for the RFP, we also were
working with Jefferies Quarterdeck as an investment banker to prepare
the appropriate documentation for an investor “road show”
and to support various investors’ due diligence of the company,
When you would meet with potential investors, how did those meetings
proceed? What kind of discussions did you have?
We had lengthy discussions, technical discussions, but again, the
real lynchpin of the discussions was under the business plan—what
were the terms and conditions and guarantees associated with the follow-on
revenue stream that would give them confidence of investing some $500
million into the company? Those were difficult because, again, they
had to invest just based on the Phase 1 contract which only provided
some $213 million by NASA to develop the vehicle. The investors would
have to come up with roughly $500 million. It was roughly a 1:2 ratio
with NASA putting in one-third, and the financial investors under
Rocketplane Kistler would have to put in an additional two-thirds
of the required funding.
The discussions were: what’s our guarantee that there is going
to be a follow-on service contract, how do we know that NASA’s
not going to cancel it or never issue one; how long is it going to
last; and when are we going to get our money back? The RFP for the
follow-on had not come out. The RFI had not even come out, so there
was a great deal of discussion and uncertainty there in terms of understanding
the risks and the certainty of whether NASA was really committed to
commercial space, and was NASA really committed to a follow-on contract
that would justify the initial investment by investors.
There were a lot of discussions with myself and my team, but there
were also a lot of discussions with Alan Lindenmoyer and Bruce, Valin,
Alan Marty, and the NASA team about what the confidence of commercial
cargo transportation to the ISS and the associated revenue stream
for such transportation. Is NASA really going to do this? Is NASA
really committed to commercial space?
If you’re able to share this information, which investors were
you talking to?
Our lead investor was the Ontario Teachers’ [Pension Plan] investment
fund. They’re a billion-dollar Canadian investment firm that
has all of the retirement funds in the Province of Ontario for all
of the teachers. They also were the majority owner of MacDonald Dettwiler
[and Associates], a Canadian aerospace firm that I had a longstanding
relationship with. MacDonald Dettwiler had built the robotic arm [Canadarm]
for the Shuttle, and had built all the robotic arms for the Space
Because of that, I had a long-term relationship with MacDonald Dettwiler.
They very much wanted to make the investment. It was an opportunity
for them to move into the U.S. market, and to leverage their robotic
expertise on the K-1 and with the Space Station. They were supported
by their primary investor, the Teachers Fund. The Ontario Teachers’
Pension Plan made a Letter of Intent commitment for some $200 million,
so they were the lead investor working with our investment bank, Jefferies
Quarterdeck, as we went to the market for other financial investors
to fill out the needed $500 million of funds.
And as you understood it, what was the reason that investment didn’t
It was primarily that when the RFI for the follow-on ISS servicing
contract came out in July , unfortunately, at the same time
we were in New York [City, New York] with our road show, the RFI only
indicated a commitment by NASA of three servicing missions.
The business case would not close for the investors to make that kind
of investment. That was a terrible disappointment, and it really was
the financing lynchpin to Rocketplane Kistler which subsequently precipitated
the defaulting, because we needed to get the additional funding commitment
of investors to complete the technical milestone and the financing
milestone defined in the NASA COTS SAA.
With an RFI that says NASA is only committed to three additional servicing
flights to the ISS, the initial investor financing commitment unraveled.
Subsequently, when the RFP actually came out, and after we had been
defaulted by NASA, it was a $1.9 billion dollar commercial servicing
contract commitment for one awardee, and $1.6 billion for the other.
Clearly much different than just the three defined in the initial
That’s really discussed in great length in the letter that I
wrote back to Dr. [Scott J. “Doc”] Horowitz in response
to his default letter, explaining that RFI basically unraveled everything.
If that RFI had been consistent with the RFP, Rocketplane Kistler
would have been funded and met its COTS SAA commitments to NASA, and
there never would have been a default nor follow-on COTS SAA recompete.
Unfortunately for Rocketplane Kistler, that’s what happened.
Unfortunately, as we know in retrospect, NASA did terminate the Space
Act Agreement with Rocketplane Kistler. Can you detail for us how
events transpired from your perspective?
The road show was in New York from the week of the 17th of July—the
same time the RFI came out—and within six weeks, the lead investor,
the other investors were not willing to make a commitment until the
RFP came out and clarified the three [ISS resupply missions].
Of important note, the RFI didn’t come out of the COTS program
where Alan Lindenmoyer and his team were, who were very sensitive
to the importance of a revenue stream for the evaluation. Instead,
the ISS commercial servicing RFP came out of the Space Station Program
Office. That program office was obviously not sensitive to the revenue
stream, and that disconnect led to the demise of Rocketplane Kistler.
It got fixed before the RFP finally came out, but it was too late
for Rocketplane Kistler.
In the financial world, basically, after the Fourth of July weekend
Wall Street [New York financial district] pretty much takes the summer
off, and they don’t get engaged until way after Labor Day. Nothing
of significance happens during that timeframe. The timing could not
have been worse for that RFI to come out just as we were having everyone
in New York for the road show before they took their summer holiday
in August and Labor Day. It came out just as we were doing the road
show, and basically unraveled everything.
By the time everybody got back to work, and the RFP came out versus
the RFI, weeks had passed and we had missed two COTS milestones. We
were issued a letter of default by NASA. All of that is defined in
great detail in the letter I sent to Doc [Horowitz], and which I will
provide to you.
Can you describe the main points of your correspondence with Scott
The main points were an explanation as to why we had not completed
Milestone 4 and 5. We didn’t complete the technical milestone
[Milestone 5], which was the Critical Design Review for the payload
module, because we had not been able to complete the funds [Milestone
4]. We did not have the funds to do it because of what had happened
with the RFI, which had come out from another organization that was
not at the time under Dr. Horowitz. It was in a different organization,
as previously mentioned. We explained there were two things that had
adversely affected us, and both primarily had to do with that RFI
that did not have a long-term revenue stream associated with that
ISS commercial servicing contract.
Did RpK ever try to contest the termination of their Space Act Agreement?
I wrote a letter rebutting it, but I was not involved with the RpK
effort subsequently to contest the termination. In fact, that was
one of the factors that cause me to resign my position at Rocketplane,
because I was not going to be a part of a lawsuit against NASA.
Out of curiosity, do you know what happened to the company and the
technology that they had developed?
Yes, I do. I had several discussions with the new NASA Administration—with
Lori [B.] Garver [NASA Deputy Administrator] and others—and
my position was that NASA had pretty much paid for everything that
had been done to date on the K-1 vehicle, and there was real value
in keeping that work that had been done, and that it was a shame to
just have that become scrap because the company was not able to continue
to pay for storage at [NASA] Michoud [Assembly Facility, New Orleans,
Louisiana]. I tried to emphasize that it was in NASA’s best
interests to cut some deal not to see that technical database lost
after having so much money being spent on it.
There was a decision by NASA to delay doing anything, even though
the company had not met its payment obligations for storage at Michoud.
Subsequently, I think, the company then moved it into another warehouse
somewhere nearby. Ultimately there was a bankruptcy for the company,
and those assets were, I think, disposed of in salvage, penny-on-the-dollar
so to speak.
Thank you for sharing your perspective. I wanted to see if Rebecca
Wright has any questions she wanted to follow up with.
Thanks, Randy. It’s kind of a reflection question, because you
spent so many years working on the NASA side, and you also spent many
years working on the industry side. Could you share with us your thoughts
and reflections about what you thought when you first heard of NASA
taking a stronger move into the commercial space industry, and what
you feel are the pros and cons of that?
I was concerned, going back to when I was the Space Station Program
Manager, that we would not be able to achieve the scientific benefits
of the Space Station if we did not have a reliable follow-on space
transportation system. I was concerned because there was a great deal
of discussion even then that they were going to shut down and eventually
close the Space Shuttle Program.
I was always concerned about reliance on Russian space transportation
vehicles because of the difficulties that we had during the early
days of the Space Station when we lost one of our Shuttles, and how
problematic it was to rely on the Russians for transportation to and
from the ISS. And on top of that, the Russians had no downmass capability.
The ultimate purpose of the ISS was to be able to achieve scientific
breakthroughs, and to be able to do that, you needed to be able to
bring science specimens back to Earth, like protein crystal growth.
I was concerned, and I remained concerned that we were going to ultimately
find ourselves with a Space Station that was not going to be able
to achieve those results because we had not thought through and had
a follow-on reliable space transportation system. I would say that’s
exactly what happened. We’ve got a gap that’s just now
being closed for cargo to the ISS, but U.S. transportation of ISS
crew is still years away and the Russians remain on the critical path
of ISS on-orbit performance.
One of the primary reasons I took the job at Kistler was because the
K-1 vehicle was designed to be fully reusable, and I had such strong
feelings about being able to make the Space Station—the science
platform that we spent $100 billion on—to enable it. I saw that
the K-1 had that capability. It was very important to me, having spent
10 years in NASA, and I don’t know how many hours, working to
see the Space Station become successful.
Your team had a tremendous amount of spacecraft development experience
with Joe [Joseph W.] Cuzzupoli and Dick [Richard H.] Kohrs.
They’re the best. And Dr. George [E.] Mueller, who was the program
manager for Apollo, who built Skylab, who designed the K-1—for
me, going to Kistler was an honor just for those guys to even be willing
to accept me.
Joe had been around the Shuttle all his life. When I first came to
NASA, Joe was on the advisory board for the initial repair of the
Hubble [Space] Telescope, and later the ISS. He was one of my greatest
mentors. When I didn’t know anyone, he would take me aside and
give me some guidance. He was someone I could call on. Dick I’d
known from the [Space Station] Freedom days and had great respect
for him. And Dr. Mueller—he’s one of the most amazing
people in the history of NASA.
For me, there is no better team anywhere, technically, if this thing
is going to work. There was no question in my mind it was going to
work. That’s why I went to Kistler, because I thought I could
help, but they certainly didn’t need my limited technical merits
to design the K-1.
I found it interesting that part of the COTS program methodology is
to let the commercial partner do the development without a lot of
oversight from the NASA team. In the case of Kistler, as you just
described, you had years of experience and technical knowledge. Did
you, at any time, find that NASA was providing assistance during that
time period, or do you feel like your team could pretty much do what
they needed to do without any assistance from the COTS team?
No, there was a great deal of harmony and good interface in terms
of working through the specs [specifications] and the requirements
for rendezvous, prox ops [proximity operations], docking, and all
of the technical and operational requirements. Valin Thorn, in particular,
oversaw that technical interface.
The one thing about it on Kistler’s side—even though they
certainly could deserve to be arrogant, none of them were. They were
much more mature than that. They were very focused on making sure
they had everything right. They worked very well with Valin. There
was a great relationship on the technical side. There was no angst
in any way, shape, or form.
The difficulties we had with Rocketplane Kistler really focused on
the financial and the investment side, not on the technical side,
not on the operational side. Alan and his guys—Valin, Bruce—they
were great. They worked very closely with Joe, almost on a daily basis
back and forth. Everybody wanted to make it work. That’s why
we got selected to begin with.
Thanks, I’ll turn it back over to Rebecca.
I did have one other question about your work with the COTS team.
Can you describe your experiences working with the venture capitalist
they brought in, Alan Marty?
He was very helpful and really a good guy. He knew his way around,
and I think he understood the sensitivity on the financial investor
side, and really tried to be able to articulate that within NASA.
A lot of these decisions ultimately were made not at Lindenmoyer’s
level, but at a higher level. It’s just not something that within
NASA is necessarily well understood. This is very different from a
government-funded program, and NASA hadn’t done it before.
They were taking a model that [NASA Administrator] Mike [Michael D.]
Griffin had been familiar with in DoD [Department of Defense] for
providing services for Earth observation photographs and data, so
that’s the model that NASA tried to follow. The main difference
was that there was a servicing contract associated with the investment
to build a satellite in the DoD Earth observation financial model.
In the case of NASA, those two were separated, and that was the paramount
Did you also have communication with the NASA legal team that was
working on COTS?
Absolutely. Our lawyer, Ragan [L.] Powers, who is a brilliant lawyer
and a great guy, and a dear friend, worked very closely with his counterpart.
I felt the discussions there were very professional, and when we worked
through the terms and conditions of our Space Act Agreement, I felt
the working relationship was very good.
What, for you, was the biggest challenge working on this program in
your role at Rocketplane Kistler?
Getting the commitment to raise the $500 million. When I first went
to Rocketplane Kistler, that was not supposed to be my role, but I
ended up doing that as well. I became the lead in that effort. It
was a new experience for me, and I certainly learned from it. My experience
had not been on Wall Street and road shows, but fortunately Jefferies
Quarterdeck put me through a very painful boot camp before we did
go on the road show. The quality of our presentation and that sort
of thing I don’t think was ever an issue. It was never an issue
about the capabilities of the management team. The real issue was
the financeability and the disconnect with the lack of a follow-on
Since you said that was not your role when you originally joined Kistler,
what was your role?
My role was not to raise the money. My role was to win the COTS competition,
and to lead the team to develop the vehicle, not unlike what I did
at the Space Station.
So you were more focused on the technical side at that time?
It was like being the Space Station Program Manager. I was in Johnson
Space Center or in Baikonur [Cosmodrome, Kazakhstan], making sure
all of the modules were being built, stayed on schedule, and they
would actually work. My job was not in Washington, DC, to go to Congress
to commit to funding. Occasionally I’d have to do it, but that
wasn’t my full-time role.
I started out focusing on building the vehicle and staying on schedule
and cost, and managing like a program manager, but ended up assuming
the responsibilities of, in addition to that, going to raise the money.
Do you have any additional thoughts or reflections you’d like
to share before we close today?
I would say that I’m really happy and pleased to see the success
of SpaceX and the recent success of Orbital. At the end of the day,
although I’m disappointed about Rocketplane Kistler and the
K-1, that’s secondary to the fact that COTS has been successful.
We now are in a position to get the Russians off the critical path,
at least for cargo, and to be able to take cargo up and bring cargo
back with a reliable transportation system, particularly science.
We, in the future, should be able to see the opportunity to have breakthrough
science associated with the Space Station, which was the purpose to
begin with. I’m very pleased to see how things have worked out,
and that we’ve got two providers that have so far been successful
in terms of meeting their capabilities to provide cargo to the Space
Thank you very much for sharing all that with us today. We very much
It’s my pleasure. And I will send you a copy of the letter that
I sent to Doc, and you guys will have it as part of the reference.
It’s very consistent with our discussion.
We really appreciate your time, Randy. Have a great day. Thank you.
Thank you. Thank both of you.