Screwed by Wall Street - Part 1- Score: Wall Street 1, Joan 0
Chapter 1 - The End of the Line
Things were different six months ago. Bunkered down in a war room in Greenwich provided by a friendly hedge fund advisor, she had despondently watched the sudden end of the Calabrese family trucking enterprise. Chosen by her uncle, Anthony Calabrese, as his successor in the CEO slot, it was only after the hostile tender offer that she realized how naive she had been to assume her granduncle's family voting trust arrangement would ward off the vultures.
Over a period of weeks, she and her cousins and their lawyers had waged an all out counterattack. Ten million dollars later, everything had failed. She and other executors of the trust sat with their lawyers to hear the takeover terms.
She had said to the room, "We were dumb to think we could still have a family owned company, weren't we?"
No one responded, but their eyes told the story. They had been outmaneuvered the whole way by a group of experienced and determined raiders. Her cousin, Anthony Calabrese III, said, "Joan, you can't take this on your shoulders. We're all to blame. Even grandfather, who should have gotten better legal advice."
The new lawyers in the room didn't look happy, and wanted to get to the term sheet and its details.
The lead lawyer read off the bullets on the sheet before them. 50% cash, 50% in an interest bearing five year note. Twelve month's employment protection, except for Calabrese family members. First right of refusal to the family on any sales of any part of the company for five years. No sale or transfer of intellectual property without consent of the family for five years. Limits on debt ratio until the note is paid off. He droned on.
"I know it won't make you any happier, Joan, but these are very favorable terms for settlement of a hostile takeover. I didn't even bother to show you their first offer."
He continued, "I believe at first they were thinking of breakup value, but when they looked at how you have repositioned the company, especially in transmodal, and when they discovered your net is actually higher than you report, they've come around to seeing this as a going concern proposition. I suspect they conceded to our counteroffer to get the deal done and start pumping things up for a merger. That's something you might have ended up doing yourself."
There was a signature page for all five of the trustees. She stared at the finality of it. One piece of paper and her career, her ten years of hard work, her achievements in school, were all down the drain. She picked up the expensive pen, signed, and passed it to her cousin.
The papers were being stuffed into the lead's briefcase when he said, "They would like to invite you to be their guests at lunch."
She looked around the table. The others looked at her. She had just signed away her job.
"No."
He nodded and turned to leave.
"When do we have to be out of the building?"
"As soon as these papers are filed, you have twenty-four hours from that time."
Over. Just like that. She remembered how hard it had been not to cry as she went around the room, kissing and hugging her cousins. The tens of millions shortly to be in her bank account didn't measure up against her emotional attachment to the family, and to the hundreds of employees she had worked beside as she earned her uncle's trust and confidence.
Chapter 2 - At the Beach
She sat in her East Side apartment for days, letting the phone calls go on the machine. She had the maid stock the refrigerator and take a week off to visit her mother in Florida. She worked out in the bedroom she had converted to a gym. The computer and the television were off. One afternoon, she sat in the living room staring out her picture window at Central Park in the distance and told herself this would never do. She didn't take drugs, she didn't drink, she mostly didn't even have sex. She was a corporate workaholic. A toned, overly healthy workaholic who had to get reinvented somehow.
She picked up the phone and called her PA, who was temporarily still at the office overseeing the transition. "My, my," the reassuring voice of Patricia came back at her, "you are actually still alive. I was getting ready to go over there with my private key and find your overdosed body." The giggle had an edge to it.
"Damn it Pat, this sucks. There's something wrong with me that I can't even work up a deep depression and do myself in."
"Well, there's a bunch of people who are glad about that, including me! I don't suppose you have seen the papers lately?"
"No."
"You are famous. Here's a headline from yesterday's Journal. 'Highest ranking woman in trucking industry screwed by Wall Street.' "
"Wow."
"It's a damn good thing you and I kept that apartment completely under the radar. The press is all over me wanting to know where you are and when you will give an interview. By the way, the headhunters all want to talk to you too."
"How on earth are you handling the phone and getting us out of there at the same time?"
"You'll get a kick out of this. My sister and her roommate, who are starving Off Broadway, are here manning the phones. They are using their stage voices and making it up as they go along. Did you know that you have simultaneously gone on a vacation to Bali and an eco-tour to Antarctica and can't be reached under any conditions?"
"Can I ask you a personal question?"
"Sure, go ahead."
"My work life has depended on you for three years. How can I make sure you land where you would like to go next?"
"Funny you would ask. Roy wants to know the same thing. I have an idea. Why don't Roy and I kidnap you out of there and we'll go to his family place at Cape May for a long weekend. We can run on the beach and talk. Meg and Carol will hold the fort and cover for us."
"You're on. I'll talk to Tony the doorman about an exit. What if you are at the service entrance at 9 pm? By the way, what are you doing for money? Aren't all of our accounts frozen?"
"You won't believe this. The new CFO, whose name is Alex, came in the first day and stuffed a big roll of hundred dollar bills in my hand and said, 'Let me know if you need more while your new banking is established. Your boss is a wonderful woman.' "
"Oh my god. How am I going to keep hating those people?"
"Joan, there's a whole world of M&A that does takeovers every day. This is his third this year. You may feel like a victim, but this is just business to him."
"Oh, I don't want to hear that. I need to wallow in my loathing for takeover vultures."
"Go ahead. Scream. Shout. Go do 100 pushups. Just be ready for some party time by nine tonight."
"I don't have any booze, but I'll bring great snacks from here."
I called Tony after Pat hung up. He said, "It's nice to hear your voice. I was getting worried."
