Authors: David Lender
Milner walked out of his office doorway, leaned on the rail next to Richard. They were both silent, looking at the activity on the floor. “So, whattaya think?” Milner asked.
“You should launch your bid at $45 and get it over with.”
“Not advice to give your client lightly. Maybe the guys haven’t told you that. But that’s not what I was asking about.”
“Sorry.” Screwed up.
Getting too familiar.
“That’s okay, you’re among friends. It’s just that normally that kind of advice is something reserved for somebody like Jack in a ‘dare to be great’ speech.”
Richard felt himself nod stiffly, tense.
Milner said, “Relax, I said you’re among friends.”
They leaned on the rail there for another minute or so, watching the activity on the main floor, silent. Finally Milner said, “This was what I was asking you about. It doesn’t get any better than this, eh?”
“No.”
“This is what life is all about. Not just the deals. What gets me out of bed in the morning is building something that gives guys like these a reason to run around like this.”
A few minutes later they walked into Milner’s mezzanine conference room, Richard watching Jack and Milner. They both seemed different. Milner was subdued, not showing the rapport with Jack he’d seen in the past. Jack seemed sharper, more attuned, if that were possible.
Milner pushed a button someplace on one of the legs of his conference table and said, “Get me Steinberg, please.”
After a brief hold, Steinberg was on. Richard was still watching Jack. Jack’s gaze was roving around the table, taking in everything. He leaned one elbow on the table, appearing casual, but Richard could see he was poised.
Jack got right to it. “Mickey, Harold’s at 4.9% ownership of Tentron. He needs our help to make some decisions.”
“Should we begin by reiterating the company’s position and details of its situation?” LeClaire asked. Richard saw Jack glance at Milner as if he wanted to push on.
“Go ahead, François,” Steinberg said.
LeClaire sat forward in his chair, his hands spread apart on the desk, looking at a notebook with his usual hieroglyphics in it. “All the company’s directors are up for reelection this year, so it is vulnerable to a proxy fight to elect our own slate of directors, which would take 90 days or so.”
“Or forever,” Jack said. He never took his eyes off Milner, even when LeClaire looked up at him, startled.
Then LeClaire’s face softened into a smile. “Our CEO is impatient, Mickey,” LeClaire said, looking up to where Steinberg’s voice appeared to be coming from on Milner’s overhead speakers. Milner was waving his hand and shaking his head. “And Harold is already disagreeing with me,” LeClaire said. “I am only laying out the situation prior to advising you on your options.” Milner shrugged and waved LeClaire on.
Richard was still watching Jack. His gaze was moving around, but always locking back on Milner; Jack oozing purpose, ready to nudge it in the right direction again. He watched Jack watch Milner listen to LeClaire describe Tentron’s poison pill defense, then watched Jack watch Milner listen to Howard
Blaine describe the applicable Delaware law of Tentron’s domicile.
Jack said, “Harold’s up to speed on all this. Cut to it.”
“I see your options as threefold,” Steinberg said. “Number one, make a friendly approach and see if they’ll negotiate. Number two, stampede them into negotiating by publicly announcing an offer. Number three, launch an unsolicited offer. Within that last option, I see two possible financing scenarios: first, all cash, and second, a mix of cash and the bonds of New Tentron we discussed early on in our planning.”
Richard watched Jack watch Milner listen to himself thinking aloud, mulling the alternatives. Then: “Whattaya guys think?” Milner asked. Richard was now looking over again at Jack and thinking this was Jack skiing like he said in the car. He didn’t know his exact route, just the general direction. Then he remembered Jack didn’t care so much about how he got there, missing gates, but his eyes were on the last double gate, the finish line. Going for it, getting Milner to do the deal.
“I say launch the tender offer now,” Jack said. LeClaire nodded his agreement.
“I agree we should launch, but we should work at the other elements of the offer,” Blaine said. Jack showed a twitch of impatience, his jaw clenching.
“Okay, so let’s launch,” Milner said. Jack was still watching Milner. “So Mickey, what about price?”
Steinberg said, “We recommend as high as possible, say 45 dollars per share, so you can scare off anybody else who wants to make a competing bid.”
Jack was still watching Milner. Milner rested his elbow on the table, his hand over his mouth but his eyes not betraying a
smile. “I’m thinking 40 bucks to start, give me some room to move up, see what the tone is first.”
Richard saw LeClaire look up quickly, Jack’s entire body visibly tighten. “Too cute by a half, my man,” Jack said.
Milner’s eyes were smiling. “Never said I was boring.”
Jack smiled back at him. “Or an easy client.”
Milner didn’t say anything.
Steinberg said, “It’s way too low. All you’ll do is draw out a competing bid.”
“Let’s see how it plays out.”
Nobody spoke for a moment.
Then Steinberg said, “Because you plan to sell two of the divisions, you’ll have to file significant SEC disclosure on your intentions.”
“I’m aware of that.”
Blaine added, “Including Walker & Company’s estimates of value for the divisions you’ll be selling, unfortunately.”
Richard never took his gaze off Jack, who had his eyes locked on Milner. Jack said, “In other words, you’ll be drawing a map for anybody else who wants to outbid you.”
“I know,” Milner said. “I wanna see what unfolds.”
Richard saw Jack’s jaw muscles stiffen.
“We’ll start at 40 bucks,” Milner said. “Howard, get your boys drafting the documents right away.”
Jack looked like somebody just made him eat something sour.
When he got back to 55 Water Street, Jack headed straight for Mickey’s office. Two bankers, Ron Elman and some SVP whose
name he couldn’t remember, were waiting outside, probably for some deal advice. Jack walked past them and closed the door.
“What’s Harold up to?”
Mickey looking up, then back at one of the screens. “Not sure.” Then looking up at Jack, “Relax, at least he’s launching a bid.”
“Relaxing is the last thing I’m gonna do. He’s not exactly taking the easy way.”
“True. Not his usual lights-out approach.”
Jack thinking,
No shit.
Mickey smiled. “Maybe the game’s getting to be more important to him than the end result. A test of wits.”
“That lowball price. What’s with that? Like taking out a fullpage ad: ‘Here, top me.’”
“He’s playing chess, spotting his opponent three moves: ‘See if you can beat me.’”
“More like wearing a sign on his butt that says, ‘Kick me, hard.’”
Mickey shrugged, went back to looking at his screens. Jack tried to think of what Milner could be up to. They already had a shitload of money riding on this one, and he wasn’t about to let Milner outmaneuver him.
On the way into the office the next morning, Walker’s receptionist handed Richard a large manila envelope. “From Mr. Milner,” she said.
Richard opened it in his cubicle. He slid out an inch-thick musical score,
Konzert fur Klarinette and Orchester A-dur by Wolfgang Amadeus Mozart,
and a handwritten note:
Richard,
I bought this years ago and thought you might appreciate it more than me. I recall you saying in Houston that this clarinet concerto is one of your father’s favorites. The score is old, from the 1820s, and the personal copy of a fairly prominent Viennese conductor of that era, Johann Vermeil. He was an avid interpreter of Mozart’s music, and the notes in the margins are his. Enjoy.
Best,
Harold
A takeover maven with soul.
Richard eased the score back into the envelope and placed it inside his briefcase. He looked forward to telling Dad.
Fire Island, NY.
The LeClaires invited Richard to their house on Fire Island for the weekend. When François learned Kathy just returned from Paris, he invited her, too.
Yeah, white-hot smart,
Richard thought. Now to make something of it.
On the ferry, Kathy was the one who suggested Richard and she go out to the railing in the bow as they approached Fire Island. It was Indian summer, but damn, it was freezing out there in the wind. “LeClaire’s house is in Point ‘O Woods, one of 17 discrete villages on the island,” Richard said.
“Uh-huh.”
Kathy didn’t seem too interested. He watched her hair blowing in the wind, flapping into her face. She squinted against it. A minute earlier Richard had suggested going back inside. She wouldn’t hear of it.
“François says that each has its own culture, each its own ambiance. Jewish, jet-set, gay. Point ‘O Woods is all WASP.”
Kathy turned to face the opposite shore. The wind pressed her windbreaker tight around her breasts. Their firm shape was accentuated, touchable. He could see the outline of her nipples. She said, “Will you look at that sky?” She gazed out on the horizon. Seeing her profile made him ache.
“Beautiful,” he said. Watching her. Imagining how she’d feel pressed against him in his arms, embracing him back. Wanting to tell her how she was affecting him, but the words not coming up. “Point ‘O Woods extends from the ocean all the way to the bay side. It has locked gates around it.”
Kathy pointed to the clouds. “Are you getting this?”
Why was he stuck in this travelogue?
Shut up, man.
He stood close to her and took in her scent. He stayed silent until the ferry landing was in view.
François, Elaine and children formed an American Gothic picture on the dock as they waited for Kathy and Richard to walk down the gangplank. Elaine held Chloe, the youngest, in arm, and Cynthia by the hand. Renée clutched Elaine’s leg.
Richard so wanted Elaine to like Kathy. He’d met Elaine twice before. She was letting Kathy walk Cynthia by the hand. Talking to Kathy with her easy elegance. They walked past windbattered cottages with railed porches, finally to the LeClaire’s, a cedar-sided cottage indistinguishable from the others situated on the beach. The smell of salt air and marshy vegetation rose in Richard’s nose.