The Underwriting

by Michelle Miller

  Todd exited the plane with Tara, Beau, and Neha and followed the stream of passengers to the airport exit. He’d hardly slept on the overnight flight back from the final day of the road show, but he wasn’t tired. Lots of guys needed coke to keep going at this point in the deal, but not Todd: he got more energy from Rich Baker’s report and CNBC’s coverage and the self-satisfaction of knowing he’d made it all happen.

  Rachel’s story had been worth the twenty grand. The New York versus Silicon Valley spin was brilliant.

  “CNBC was running the story again this morning,” Todd told Tara proudly.

  She looked up from her BlackBerry with a forced smile.

  “Cheer up,” he said, wanting someone to share his good mood. “You never have to talk to Nick again after this pricing call.”

  “Thank God,” she said.

  “We should really grab drinks sometime,” he said. “After this is over and we’re both rested.”

  She looked up from her BlackBerry again and studied his face.

  “I mean,” he said. Had that been too much? “It’ll just be weird to go from seeing you twenty-four/seven to not at all.”

  “Yeah,” she said. “It will be strange.”

  “JP Morgan thinks Hook’s good up to thirty dollars,” Beau announced, turning his BlackBerry to Todd so he could read the e-mail from Beau’s private banker recommending he purchase the stock if it came out in the twenty-six- to thirty-dollar range they were predicting.

  “Yes!” Todd high-fived Beau. Another great sign. They were so golden.

  —

  “SOUNDS LIKE you did okay in California,” Harvey Tate said as he entered the conference room on the forty-second floor and took a seat next to Tara. Neha brought in copies of the final model, which suggested a price of twenty-eight dollars, with a willingness to go to thirty-one.

  “Thank you.” Todd accepted Harvey’s compliment.

  “Not over yet,” the old man cautioned.

  Whatever, Todd thought. Everyone knew pricing calls were nothing more than a formality, a negotiation ritual that gave the investment bank one last chance to show off and company management one more opportunity to pretend they had real power before they agreed to a price they all, after two weeks on the road together, already knew.

  Todd dialed the number and the phone rang on the speaker console in the middle of the table.

  “Good morning, Nick,” Todd leaned forward and said into the speakerphone. “Ready to make this thing real?”

  “Yes.” Nick’s voice failed to meet Todd’s enthusiasm. “What is your proposal?”

  Okay, Todd thought, no pleasantries, then.

  “Well,” Todd said, “as you know, there’s been a huge amount of demand, which has only trended upward since Rich Baker’s fantastic approval of the stock and CNBC’s nonstop coverage of it. And that puts us in an even better position than we’d originally hoped.”

  “What’s your proposal?” Nick’s voice repeated bluntly.

  “Twenty-eight dollars,” Todd announced proudly. “It gets us a beautiful book and puts us two dollars ahead of our initial target.”

  “Can you hold, please?”

  The line muted. “Isn’t Nick alone?” Todd said to Tara. She returned the confused look.

  “I’d prefer thirty-six,” Nick’s voice came back through the phone.

  Todd coughed. “Thirty-six dollars?” he repeated. That was above any price range they’d ever considered. “Nick, at that price I don’t know if you’ll be able to sell all the shares.”

  “You mean L.Cecil won’t be able to sell the shares. Isn’t our contract a firm commitment?”

  Todd stared at the phone. The firm commitment contract Harvey had approved at the beginning of the deal meant L.Cecil had to take on any shares they couldn’t sell or walk away from the deal. “Nick, going out at that price practically guarantees a drop when it hits the market, and that won’t look good for anyone.”

  “I don’t think that’s necessarily true,” Nick said. “Rich Baker thinks it’s worth thirty-eight dollars.”

  Todd hesitated. Why hadn’t he told Rich to keep it more reasonable?

  “Thirty,” he proposed.

  “Thirty-six,” Nick said. “Or I think I might reconsider.”

  Todd muted the phone.

  “No way.” Tara shook her head. “He’s got a two-million-dollar loan to repay. He won’t pull the deal.”

  “What does it look like at thirty-two?” he asked Tara.

  “I don’t know if you’ll be able to sell everything,” she said. She looked up at Harvey and added, “We’d have to take a lot on as a firm.”

  Todd unmuted the phone. “Nick, as your advisor, I think going above thirty-one dollars is a terrible idea,” he said. “You do not want your personal legacy to start as the CEO who let the price plummet on the first day of trading.”

  “Thirty-four fifty,” Nick said. “Final offer.”

  Todd could feel his heart racing. Harvey’s eyes bored into him. JP Morgan was capping their recommendation at thirty dollars. There was no way L.Cecil could sell all the shares at thirty-four. The bank would get hit with the loss and Todd would be held responsible. But no deal at all would be even worse. Todd watched his vision of himself crumble: he was fucked.

  Harvey leaned forward to the console. “Thirty-four dollars, and we’re done,” he said.

  “Who’s that?” Nick said.

  “Harvey Tate,” the senior vice chairman said. “I’ve been in this business a lot longer than you, Nick, and I can assure you this is your best option.”

  Nick’s breathing was heavy on the other end. “Fine,” he finally said. “Thirty-four.”

  “Thirty-four dollars,” Harvey confirmed. “We’ll see you at the opening bell tomorrow.”

  They hung up and Harvey stood. “Thirty-four dollars,” he repeated to Todd. “There you go.”

  “But—” It was all Todd could muster. “What if we can’t sell the shares?”

  “This firm can afford a loss more than it can afford this deal not going through,” Harvey said.

  “But my bonus! My reputation—” Todd protested, his mind racing. “All the sales guys are going to be furious—they’re going to blame me. You’re the one who negotiated the firm commitment. You can’t just—”

  Harvey’s eyes were like a hawk’s on Todd’s face, but his voice was calm. “Since when do you think any of this is about you?” he asked.

  “I—” Todd started, but couldn’t find any other words.

  Harvey left the room, letting the door slam shut behind him.

  “Dammit!” Todd slammed his fist on the table, his brain flooding with all the ways the past half hour should have gone and didn’t. “We could have kept going. Nick was bluffing. He wasn’t ever going to walk away.”

  “Nothing you can do now,” Tara said, folding her notebook. “We better get to work.”

  She and Neha left the room, but Todd stayed seated, looking down at his hands on the table, processing.

  This entire deal happened because of him: he brought it in by impressing Josh Hart, he worked his ass off for over two months, he saved the deal—twice—at his own personal risk and financial expense. And now everyone was getting what they wanted—Josh had cashed out for massive sums, Nick got the fame and fortune he’d been pining for since college, Harvey got his deal in the headlines, and Todd . . . Todd was going to go down as the sucker who took the fall for everyone else’s benefit.

  Todd looked up. Had he been used? Had all of them been fucking using him?

  CHARLIE

  THURSDAY, MAY 15; NEW YORK, NEW YORK

  Charlie didn’t know why he was here.

  He’d read her e-mail two dozen times over the course of the four days he’d waited to respond. Why should he feel any urgency, when she’d tak
en almost two weeks to reply to his?

  But something—curiosity about this woman who had had so much influence on his sister’s thinking, perhaps, or maybe just the desperate need for distraction amidst the intolerably slow pace of the trial—compelled him to agree to meet her.

  Charlie surfaced from the subway and his heart skipped as the hallways opened onto the empty main concourse of Grand Central Terminal. The moon shone through the high windows, merging with the orange glow of the century-old lights, waking the gold shimmer of the central clock, just before five in the morning.

  “You came.”

  He turned at the sound of Tara Taylor’s voice and was surprised. He hadn’t expected to find her pretty, but she looked different than when he’d seen her on the news. “Can I buy you a coffee?” she asked.

  The Starbucks in Grand Central was the only place open, but it didn’t have any seats, so they walked back to the main concourse and sat on the stairs.

  They sipped their coffees in silence for a moment, looking down at the empty room. His heart was beating fast, and he wasn’t sure why.

  “I love this time of day,” she finally said.

  He wasn’t sure how to respond, so he didn’t.

  “It just feels so untarnished, doesn’t it? Like anything is possible? And it’s all in your hands for this one fleeting moment before everyone else wakes up and makes their mark.”

  “I’ve never known how to feel about the stars,” he said, gesturing up to the building’s painted ceiling.

  “You don’t like them?”

  “I don’t know whether they’re nice or it’s sad that someone had to pay an artist to paint stars on a ceiling in order for New Yorkers to see them.”

  Tara studied the ceiling through her glasses, giving it thought. “How did you know about me?” she finally asked.

  “Kelly wrote about you in her journal,” he said.

  Tara’s lips parted in surprise. “What did she say?”

  “She wanted to be like you,” he said, then turned his eyes away from her and added, “I don’t know why.” It was mean and he knew it, but it felt good to have someone to be angry with.

  “You don’t like me,” she observed.

  “Working on Wall Street would have been a waste of Kelly’s talent,” he said. “Anyone who really cared about her could see that.”

  Tara sipped her coffee but didn’t respond.

  “I have something to tell you,” she finally said. “About Kelly.”

  He inhaled sharply. “Okay.”

  “She was logged into Hook when she died,” Tara said.

  “Hook the dating app?”

  She nodded. “They have a database that stores information about users—where they’ve been, who they’ve been with, all their ratings. It stores all the history, from the time an account is created.”

  Charlie felt his throat constrict, not ready to see his sister as the kind of girl who hooked up with guys she met on an app.

  “One of the programmers looked up Kelly after the news came out and found out she was logged in when she died, and that there was another user with her.”

  Charlie was silent.

  “And apparently Kelly had never matched that user, so this engineer looked further into it, and found out that user hacked into the app’s servers to find out where Kelly was that night.”

  Charlie felt his blood drain. “Was it Robby?” he asked carefully.

  Tara shook her head. “No,” she said. “I think Robby’s innocent.”

  “Then who was it?” he asked softly, looking at his hands.

  “I don’t know.”

  “You must be able to find out.”

  “The programmer who found it—his name is Juan—could, I think, but he was fired.”

  “For finding this?”

  “I think so,” she said.

  “You think Hook is trying to hide it?”

  “It could ruin the company, if it came out.”

  “How do you know all this?”

  “I was on the team that underwrote the IPO,” she said. “Hook goes public in four hours.”

  “Why are you telling me this?”

  “Because I think you’re the one who should get to decide what to do,” she said, turning her head toward him, her eyes peering into his.

  Charlie could feel his chest rise and fall, looking into her eyes as if they held the key to what all of this meant. “What will you do?” he asked her.

  “Whatever you ask me to,” she said.

  “This would ruin your deal,” he said. “And probably get you fired.”

  “Yes.”

  “What if I tell you I want to do nothing,” he tested her. “And just let Robby go to jail?”

  “You won’t do that,” she said.

  “How do you know?”

  “I read your writing. You care too much about the truth.”

  Something slammed into Charlie’s arm and a man in a suit paused two steps down, looking back up at the pair, whom he’d tripped over as he read his BlackBerry while descending the stairs. “Get the fuck off the staircase!” he yelled.

  Charlie turned back to Tara. “Will you come somewhere with me?”

  She nodded.

  She hailed a taxi while he called Johnny Walker, who met them at the New York Times building. They sat in his new corner office as the sun began to rise and Tara recounted everything she knew.

  Johnny took a deep breath. “Jesus Christ,” he said, looking up at the both of them. “You’re sure you want to do this?”

  Charlie nodded.

  “I gotta get writing,” he said.

  Charlie stood, but Tara hesitated. “One more thing.”

  Johnny turned. “What is it?”

  “Do you have recording equipment?” she asked. “I mean, to record a telephone call?”

  “Yeah, why?”

  “Can we use it?”

  Johnny left the room and came back with a recorder, plugging it into her iPhone. Tara sat up straight in her seat and dialed a number, placing the phone on speaker as it started to ring.

  A chipper man’s voice answered. “Good morning, Tara! Everybody ready for the big day?”

  She looked at Charlie as if for courage, then closed her eyes, directing a forcibly upbeat voice to the device. “We sure are, Nick. I trust you had a good flight in?”

  “It was fine,” the voice said, “though my NetJets account is still being approved so I had to fly commercial one last time.”

  “That’s a bummer,” Tara said. “But over soon enough.”

  “Indeed.”

  “Listen, Nick, I just had one quick question.”

  “Shoot.”

  “You erased the database, right? The one that had that information about Kelly Jacobson and the user who was with her the night she died?”

  Nick hesitated on the other end and Tara pressed her eyes tight, holding her breath as she waited for his answer.

  “I told you, Tara, I can be trusted to use that information properly, but there is no need to get rid of it right now.”

  Tara’s lips spread into a relieved smile. “Of course, Nick.” She nodded. “I just wanted to double-check.”

  “And Tara?”

  “Yes, Nick?”

  “If you say one word about what you think you know about any of this I will get you fired so fast you won’t know what hit you.”

  “That won’t be necessary, Nick.”

  “Good.” His voice relaxed. “See you in a few hours.”

  Tara hung up the phone, and Johnny grinned broadly, looking at Charlie, then back at Tara, who was looking at her hands, tapping her fingers on the table as if to collect herself.

  At last she looked up, laughing, as tears started to form in her eyes and she wiped them away
. “Just wanted to make sure he didn’t get away with it.”

  TODD

  THURSDAY, MAY 15; NEW YORK, NEW YORK

  Todd sipped his coffee and watched Nick attempt to flirt with the NASDAQ event coordinator who was giving him instructions. He couldn’t wait to never see Nick Winthrop again.

  Todd had been at the office until four a.m., then gone home to sleep for an hour and shower in time to be in Times Square at seven to meet Nick and support him when he rang the NASDAQ opening bell.

  He looked around for Tara but she was nowhere to be seen. When his e-mail to her bounced back, he checked to make sure he’d typed the right address, then called her. When she didn’t answer, he texted.

  Todd: You coming?

  She’d still been at the office when he left this morning. She’d said she had one more thing to do after they’d finished the calls to confirm the orders for Hook’s thirty-four-dollar-a-pop shares.

  They’d managed to sell all but eighty million dollars’ worth, thanks to L.Cecil’s private bank, which took a one-hundred-million-dollar chunk to dole out to their “new money” clients in Asia, who were so eager to get in on Silicon Valley deals they’d probably have paid even more. The book was still full of low-quality investors, though, and Todd had left the office bracing for a day of sell-offs and a commensurate drop in share price that took L.Cecil’s eighty-million-dollar Hook holding into the red.

  But spring was in full force outside and Todd’s hope had been steadily rebounding since he’d gotten out of bed. It was possible that the price would go up, and that the eighty million would turn into a profit, not a loss, and make him a hero with foresight, not a failed banker who couldn’t manage his client. It was his last hope, but in the morning sunshine it didn’t seem entirely impossible.

  He checked his phone. Where was Tara? He’d realized that what he’d said at the airport was true: he did want to have drinks with her after the deal, because he was genuinely going to miss seeing her all the time. Unlike everyone else, she had never been using him. She might only be a seven, but she was real.

  His phone rang and Todd picked it up. “Where are you?” he asked, assuming it was her.