by John Rolfe
“The bankers don’t do the actual printing. The bankers go there and they sit around doing the drafting that they should have already done at the lawyer’s office. Then they shoot pool and drink beer and proofread each draft as the changes get put through by the guys who work there. You do the same shit there that you do at the drafting sessions, except at the printers you have free beer, free food, a pool table, cable TV, and Nintendo.”
“How can all that stuff be free?” I asked Troobie.
“It’s not really free. The company doing the offering is paying for everything. If you look at the cover of the prospectus it says something like ‘…expenses related to the Offering payable by the company estimated at $1.5 million.’ That $1.5 million is mostly the printer fees, the drafting sessions and the travel expenses. They’re the long-distance phone calls we make, the beer we drink, the sushi we order, and the word processing changes we put through. They’re the color printing on the front cover and inside cover of the prospectus and the special tissue-like paper we use for the rest of the prospectus. They’re the cost of the 30,000 prospectuses we print up when all we really need is a third of that amount.
“It’s all about excess. We always have to order more food, drink more beer, and print more prospectuses than we know we’re gonna need. Most of the extra prospectuses end up on our office floor and on the office floor of the CFO from the company doing the deal. It usually makes him really happy that he has an extra 10,000 copies of the prospectus for a bond underwriting deal that’s causing him ulcers because he can hardly pay the interest expense. It’s a constant reminder to the CFO that he over-leveraged the company.”
“I still don’t think I get it. If we’re just drafting at the printer, then why don’t we do it at the lawyers’ offices during the drafting sessions?”
Troob gave me one of those “You’re a total frigging dumb-ass” looks and said, “What the hell do you think? Have you ever drunk beer and shot pool at the lawyer’s office? I don’t think so. That’s why you do it at the printer, so you can drink beer and shoot pool. Stop bothering me.”
Troobie was only partly right. Thirty years ago there was a legitimate reason for the bankers to be at the printer. The printing actually got done on site, and the bankers had to be close to the guys with the ink-stained aprons who were cranking copies off the printing press just in case there were any last-minute changes to be made. Now, though, it’s all electronic. There are no more ink-stained aprons. There are no more printing presses on-site. The guys who work for the printer wear ties and sit in front of a computer screen and when the final prospectus is ready to be printed they press a button and some printing plant in the middle of a field in Pennsylvania or somewhere starts spitting out copies.
So why do junior bankers continue to show up at the printer? Tradition. It’s because printing the prospectuses is a milestone in the deal process. It’s a sign that the associate has actually done something besides blow hot air for six months. Going to the printer is symbolic because it means that the associate is actually getting close to producing something that the outside world is going to see. An associate might bust his ass for a couple of months to jump through all the hoops he has to jump through to make a deal happen, but nobody outside his deal team really has any idea what he’s been doing. As far as everybody else is concerned, he’s just disappeared into a smelly black hole for three months. For all anybody else knows, he could be down in that hole procreating with goats. Parents and friends don’t know why little Johnny is working all the time.
At the end of the day, there’s nothing tangible except the prospectus to show for the numerous all-nighters and those dark months of toil that go into a deal. The prospectus usually sucks, and nobody ever reads it cover to cover, but the prospectus and a Lucite deal toy is all the associate has to show at the end of a deal. It’s not like they’re building houses or making widgets. The prospectus and deal toys are the associate’s stone tablets, like the ones that Moses had with the Ten Commandments on them. They’re the evidence, and without them the associate might start to wonder whether their agonizing existence is anything more than just a bad dream.
Managing directors rarely go to the printer. Normally, the highest-ranking banker that ever makes an appearance at the printer is a vice president. Vice presidents usually show up for a few hours in the morning when everybody first gets to the printer. They glad-hand the lawyers and the CFO, they eat a doughnut and drink some juice, and then they leave. On their way out they tell the associate “use your judgment,” and then they laugh because they know that the associate has lost the capacity to have any independent judgment.
This gives associates a passing opportunity to play grown-up. They believe that for that one magical day they’re no longer the peon. They’re in charge. They’re the man. For most of them, it’s the next best thing to a free massage—with release—from the women at the Asian Surprise Palace. Every senior banker who’s ever been an associate remembers his or her first experience at the printer. The heady sensation of absolute power. The surge of energy that courses through the body as the associate barked his or her first order at a balding lawyer. They all recall the thrill of telling the printer’s client service guy, “The macaroni in the dinner buffet is cold. Can you freshen it up for me?”
The associate takes control. The associate tells the CFO that as the underwriter they’ve mobilized their huge investment banking organization to get the deal sold; the associate has got salespeople calling on accounts, capital markets people lining up the underwriting syndicate, and the road show crew lining up venues for group meetings with buyers. All of this to get the deal teed up for the announced pricing date. If things get off schedule because chores don’t get finished up at the printer in time, the whole deal could get scuttled. The associate tells the CFO that this is called “market risk,” and that to avoid the market risk the associate is going to have to take charge of the process. The CFO rolls his eyes, and decides to humor the associate.
Unfortunately for the associate, realization soon strikes that a king in name only is nothing more than a fool. It only takes about fifteen minutes for everybody on the deal team to realize that the emperor has no clothes. The associate realizes that there are certain tasks that need to be accomplished; there’s an expensive clock ticking, and the associate has no idea how to get any of the stuff done that needs to get done. The associate realizes that he is good at taking orders but not very good at giving them. The associate sucks it up and turns the process back over to the CFO.
The CFO then sends the accountants off to go work on the financials; sends the lawyers off to go work on the underwriting, tax, and legal sections of the prospectus; and then buckles down on the management section. Basically, the CFO sends everybody but the associate off to work on the sections they should have gotten done at the drafting sessions but that they failed to finish because they were so mired in their own piddling bullshit. This leaves the associate with nothing to do but pick dingle-berries or play pool.
The first time I ever went to the printer was for the IPO for Ventotronics, a paging company that told the world it could provide faster and more reliable paging service than its competitors. All morning long I sat in the lounge watching game shows and playing pool. When that got boring, I called in to DLJ to see how hard all my buddies were working and to let them know that I wasn’t doing a thing. They called me an asshole and told me to fuck off. They didn’t want to talk to me. Troobie was different, though. He tolerated me because he knew that the next time he was at the printer he’d probably want to be able to rub somebody else’s nose into his temporary pursuit of leisure. He knew that I’d owe him.
“Hey Troobie, it’s Rolfe.”
“What’s up?”
“I’m at the printer, man. Everything’s on autopilot. I don’t have anything to do.”
“Nothing new there. How many games of pool have you played?”
“Six or seven. I’ve seen all the talk shows. Sally Je
sse Raphael, Ricki Lake, Jerry Springer, Geraldo, and Jenny Jones. I can’t remember which was which but one of them had guys who only like fat women. Another had kids who are kleptomaniacs. Jerry Springer had his usual fight-a-thon. This time the fisticuffs were between two men who love the same woman who is sleeping with another woman. However, the one that took the cake was about a guy who had a sex change and a woman who had a sex change and they’re now married and both want to switch back. Jesus, I thought I had problems.”
“That’s great, Rolfe. Now you know what the printer’s all about.”
“Am I ever gonna have to do anything here, or do I just sit around and do nothing until the final shit gets printed?”
“The only thing you’ve got to do is check the style. Make sure that all the summary financial tables have underlines in the right places, and don’t fuck up the headings. All your second-level subheadings have to be both bolded and italicized. And make sure the third-level subheadings are indented. Most important of all is that you have to make sure the ‘Donaldson, Lufkin & Jenrette Securities Corporation’ name isn’t screwed up on the front or back cover. The ‘S’ from ‘Securities’ has to be lined up right under the space between the ‘d’ and the ‘s’ from ‘Donaldson,’ and the ‘n’ at the end of ‘Corporation’ has to fall directly between the ‘J’ and the ‘e’ at the beginning of ‘Jenrette.’ If you only do one thing right, make sure that’s it, ‘cause if you fuck the name up you might as well kiss this job good-bye.”
“Get outta here, man. Stop lying.”
“I’m serious, man. Serious as a heart attack. I was at a drafting session once where an Alex. Brown associate had a conniption fit because the ‘Alex. Brown’ name wasn’t being presented correctly. It was supposed to be ‘Alex,’ then a period, then ‘Brown.’ ‘Alex. Brown.’ It was all screwed up on one of the drafts that came back, and the associate just kept yelling ‘Alex period Brown, Alex period Brown,’ over and over like a frigging maniac. He wouldn’t shut up until the printer guys fixed it.”
“All right. I get the point. What else?”
“Once you’ve done all that, the only other thing you’ve gotta do is check the blue line.”
“The blue line?”
“Yeah. It’s the final copy of the document that comes out before they push the button.”
“Push the button, what do you mean?”
“Push the button. They have to push the button to start printing out the final copies of the prospectus.”
“Where’s the button?”
“I don’t know, man. Nobody knows. It’s a big secret. It’s like one of those detonation buttons that the bad guys in the James Bond movies always have. Only the head honcho at the printer knows where it is.”
“Thanks for the counsel, man.”
“Whatever.”
“I’ve got one other question for you. I was just in the kitchen and there’s all this beer in the fridge. Can I drink it or what?”
“Yeah, you can drink it. You might want to take it easy until closer to dinnertime, though. Everybody usually starts to get tired after dinner so nobody really notices if you start drinking then. You don’t want to be too blatant about it. Some clients get sensitive to their bankers pounding down too many beers on the job, especially when things are coming down to the wire.”
Troob’s advice was good. My judgment wasn’t. By late afternoon I was already well into my second six-pack of Lone Star. There was some upside. The whining company counsel was no longer annoying me as much as he had earlier in the day.
The deal team worked feverishly into the evening. Everybody, that is, except for me. I continued to drink. At one point, underwriter’s counsel pulled me aside after he caught me in the lounge adorning a reproduction of a famous Remington sculpture with broccoli florets.
“Take it easy, man,” he told me, “we’re almost there.”
Fifteen minutes later I returned the favor. At 9 P.M. sharp, underwriter’s counsel and company counsel came within a hair’s breadth of coming to blows. They were actually up, leaning over the table, in each other’s faces. The reason? Disagreement over the placement of a comma in a sentence from the Prospectus Summary section. I’d never seen anybody fight over a comma before. I suggested that if they each had a few Lone Stars things might go a little more smoothly. They ignored my suggestion.
An hour later I wandered in to the buffet. It didn’t look so good so I ordered up some steaks from Peter Luger. I couldn’t decide between the T-bone and the filet, so I ordered one of each. I washed them down with a few more Lone Stars. I was bored. Really bored. I called Troobie.
“Troobie, hey, it’s Rolfe.”
“What’s up?”
“Nothing, man. I’m still at the printer.”
“Well if nothing’s up then I gotta go. I’ve got Gator on one line gobbling like a Thanksgiving turkey and Marjorie on the other. She’s pissed at me ‘cause I have to cancel my trip to Chicago this weekend. I’m gonna be here doing some shit for the Widow. I was supposed to spend time with her parents. Man, this job is really fucking things up. See you later.”
Ten P.M. passed, midnight passed, 2 A.M. passed. I remember thinking to myself that maybe the reason associates couldn’t ever remember what happened at the printer was because they always got bored, ate too much food, and passed out. I called up Troobie again to see what he thought. He was still at the office.
“Hey, Troobie. Two A.M.—nice life. Gator must have found a way to stuff that turkey.”
“Fuck off.”
Troob hung up on me. I sat down on the couch and I passed out. Two hours later, underwriters’ counsel woke me up. I had a bad case of cotton mouth, and the blue line was ready. I looked at it carefully. The “S” from “Securities” was lined up right under the space between the “d” and the “s” from “Donaldson.” The “n” at the end of “Corporation” was directly between the “J” and the “e” at the beginning of Jenrette.” The font was correct.
I gave the order, “Push the button.”
My job was done.
Travel
I just flew in from Chicago, and boy are my arms tired.
—Anonymous Joke
Once the associate is finished at the printer and the prospectuses are in the works there is only one thing to do. Sleep. However, this blissful sleep doesn’t last for long. The next step in the process of completing a deal is right around the corner. The deal team has to put on a road show. This means travel. A ton of it.
Rolfe and I were told that one of the most glamorous aspects of investment banking was the opportunity it would provide us to travel all over the country and the world. We used to dream of jet-setting off to Paris and then Rome—selling deals, collecting fees, drinking fine wines, and living in the lap of luxury. I told all my friends that I would buy them Hermès and Ferragamo ties at discount prices in the duty-free shops in France. I looked forward to the time that I would have to absorb the world’s great cultures. Rolfe told me that he wanted to work on deals in California. He said that he wanted to spend some time out there, and that by working in the Communications and Entertainment Group he would get the chance to get out West as much as possible. Traveling meant freedom, relaxation, and fun. Wrong.
Traveling is a bitch. It gives every young banker multiple ulcers. The pressure of catching planes, hailing cabs, carrying a ton of useless shit, and never ever checking any baggage can drive even the calmest banker bat shit. One-day trips to Dallas from New York are the norm. Taking the red-eye back from California, crammed into coach class, is standard practice. Prop planes are commonplace when the clients are in the middle of nowhere. Rental cars are a part of everyday life.
We used to call one of our good buddies, Mike Roganstahl, “Wings” because he traveled so much. He racked up over 250,000 American Airlines miles in one year and a host of additional miles on other airlines. He was American Airlines Platinum, Hertz Club Gold, tired, haggard, and miserable.
There is no relaxation whe
n traveling. Voice mail must still be checked, work must be done on the plane, and the normal stress of airports and flight times must be battled. Rumor had it that on a flight from JFK to Chicago a senior banker from New York City couldn’t fit his bag into the overhead compartment. The flight attendant told him that she would check his bag and that he could get it in Chicago from the baggage carousel after the plane landed. He went ape shit. He told the stewardess, “Sorry, but fuck you, miss. This goddamned bag will fit up here one way or another. This deal I’m working on is important and I don’t have time to wait for the fucking carousel.” After about ten minutes the banker still couldn’t fit the bag into the overhead bin, so he slyly tried to leave the bag in the bathroom before takeoff. He figured that by the time they found it, it would be too late to stow it underneath. The flight attendant caught him and two security guards came to take his bag away. He cussed the security guards while they gave the bag to the baggage handlers. As we said, travel is stressful.
The normal routine for investment bankers includes constant travel. Bankers travel to pitch new business and they travel to meet with existing clients. They travel to visit a company’s operations in between drafting sessions so that they can kick the tires and make sure that the company has a real business. These kick-the-tire visits are called “due diligence” sessions, and their purpose is to ensure that the company isn’t pulling a scam over on the investing public.
While normal banking travel is a one-day trip to Pittsburgh or an overnight excursion to San Diego, the road show is a whole different animal. If normal banking travel is a watered-down well drink, then the road show is a beer bong full of pure grain alcohol. A normal road show lasts about two weeks, makes its way through at least three countries, and covers a minimum of fifteen domestic cities. In the course of this two-week marathon the banker will rarely spend an entire afternoon in the same city. On one road show, I covered London and Paris in a single day. I saw the Eiffel Tower, the Louvre, Buckingham Palace, and Trafalgar Square. The only problem was that I saw them all from the back of the limousine. It was real culture. It was glamorous.