by David Lender
“I didn’t know it was to be your last, but I knew you’ve been contemplating it.”
“I figured you did.”
The line was silent for a few moments, then Schoenfeld said, “Yes, well.”
“Are you buying yet?”
“Absolutely.”
Milner signed off and hung up. Let’s see what the boys listening in do with that.
Washington, D.C. It was just after 2:00 p.m., and Croonquist had his suit jacket on and was already halfway out the door, heading for an already late sandwich, when his phone rang.
“Roman, it’s Charlie Holden.”
“Charlie. Great to hear from you. How are you?” Charlie Holden, Assistant U.S. Attorney, his partner in prosecuting securities cases when Croonquist was Deputy Director of Enforcement in New York for six years.
“Good. But I’m jammed. Mind if I talk fast?”
“No, I’m on the run myself.”
“I just got something interesting from the NYPD on Milner’s CFO’s murder. It’s emails in the CFO’s computer showing some kind of accounting that looks like somebody’s been keeping tabs between themselves on profits on old deals. I heard you’re sniffing at Milner and thought it might mean something to you.”
Croonquist started smiling, then walked around behind his desk and sat down.
Holden went on, “I can forward a scanned copy of it to you in an email. You want it?”
“Hell yeah. When can you send it?”
“Right now.” Holden paused. “It’s on its way.”
“Thanks, Charlie.”
“Right, gotta go. See ya.” He hung up.
Thirty seconds later Croonquist heard the ping in his Outlook inbox. He opened the email. He felt a surge of adrenaline, then a warm feeling in his chest. One look at it told him it was related to his Walker/Milner surveillance. The emails to Milner’s CFO were sent from [email protected], the email account at Walker that all the outgoing trades were ordered from. With this on top of his trading data and what he’d gotten from the wiretaps, he had enough. Screw lunch. He’d get Starsky and Hutch to start drafting indictments.
New York City. Richard couldn’t see any real reason for him to ride uptown with Jack in his Porsche to Milner’s office. He figured by that time Jack just liked having him around.
The numbered trading account they’d opened for Milner stood at 4.9% ownership of Tentron’s stock, the legal limit without filing his intentions with the SEC. They were heading up to Milner’s office for a team meeting on next steps. LeClaire would meet them there. Steinberg was to be patched in by phone.
“It’s like skiing,” Jack said, tooling the silver Porsche 911 Turbo up the FDR Drive at 60 miles per hour.
“Huh?”
“Skiing.”
“You mean this?” Richard asked, thinking Jack was referring to his slalom-like weaving through traffic. He arched his back as Jack raced up to slipstream a Chevy, tear around it.
“No, the deals, this whole business, the way we live.”
“How do you mean?”
“You don’t know exactly how you’re getting there, no defined route, just the direction you’re going in. And fast. Too slow is too late. And who has fun doing anything unless you’re scared shitless half the time? Just don’t fall down or it’s all over. Because even if you get back up, by then the competition’s past you.”
“What about missing gates?”
Jack didn’t say anything. He downshifted the Porsche from fifth into third, slalomed around a truck and a van with the engine screaming, then shot back into the left lane. Richard’s stomach felt light from both the acceleration and from hanging on an answer. Why are you rooting for Jack to fit some mold? For the first time Richard wasn’t sure he wanted to be like Jack.
Finally Jack said, “Depends if anybody sees you.”
After another long pause he said, “Relax. Enjoy yourself; this should be a fun meeting. We’re getting to the good part.” Richard was realizing that Jack’s idea of fun was dangerous.
Jack and Richard got off the elevator at Milner’s penthouse to a blaze of afternoon sun. They walked into a battle command center that Milner’s penthouse had been transformed into. Snakes of communications cables were everyplace. A 30-foot conference table was set up in the center of the main floor. Other tables overflowed with catered food. The place throbbed with motion. Stephanie, Milner’s secretary, stood at the center of activity, gesturing and pointing, as if directing traffic.
The information agents from Morrow & Company grouped together to the left of the room, clothed in muted grays.
Howard Blaine wisecracked with Shakespearean elocution at Milner. Richard couldn’t imagine Milner putting up with it for long. A handful of Blaine’s Associates talked on telephones set up in makeshift cubicles lining the east wall. Three guys from Devon & Company, Milner’s private investigators, sat in Milner’s living room furniture off to the east, looking serious. They wore rumpled gray suits and eyed the table decked out with hot buffet food the caterers were freshening. A cute brunette putting out egg rolls flashed a smile at Richard. She and the heroin-thin tall blonde worked slowly, seeming to enjoy that he was watching them.
The Walker team added the color. Jack was regal in a royal blue suit. LeClaire wore something double-breasted from Zegna, one of those borderline greens that sometimes look blue. Richard wore white collar and cuffs against an English striped shirt and a dark blue Polo suit.
Just before the meeting was to start, Richard stood at the mezzanine rail outside Milner’s glass-walled office and conference room. He looked up Park Avenue at all of midtown Manhattan. Cars and people moved noiselessly up and down the streets, Richard wondering how many below even imagined what was going on up here. He turned, leaned on the rail and looked down at the war room below. One of Blaine’s Associates trotted from the phones to a group of professionals clustered at the conference table. Another group watched the plasma screens.
Richard wondered how many of his classmates from Michigan were seeing similar scenes unfold. He was on his way; he’d scrambled from almost not making it to the Street to playing the game on a level he’d never dreamed was possible in that short a time frame. He was on the fast track, ahead of his peers at Walker & Company. The Sterling & Dalton lawyers and all the other professionals on the deal team listened to what he said, because Milner, Blaine, Jack and the others at Walker had accepted him. He was learning directly from masters surrounding him. He was in an industry where knowledge ruled, but where looking and seeming and style were sometimes as important as knowing. He was where he belonged; he’d chosen well.
And he was making more money than he ever imagined. Only a week ago Jack said to him, “Just look at you. Last summer you were a fresh face, but a doe-eyed rube. Young man comes to New York, applies himself, starts to learn the game and gets some strut in his step. You’re kicking ass. Keep it up and you’ll make a $250,000 bonus this year, be wearing a different suit every day and riding taxis around town with long-legged models.”
I’m a success.
Now he thought about Jack’s “skiing” speech on the way uptown. No question, Jack was a master, and maybe that’s how they all operated—cutting corners. Richard decided he wasn’t doing anything to make waves, screw this up; he’d forget about the mole. Who knew? Maybe Jack was the mole. He remembered LeClaire’s words the day he’d offered Richard the “provisional” job: they’d test him to see if he was Walker material, maybe even ask him to do things that might make him squeamish. And if the mole’s operation was really how it worked, maybe soon they’d ask him to send some emails ordering trades. Would he do it?
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 no
t 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.