When food was delivered to the conference room during the lunch break, Jeffrey initiated a quiet conversation about the subsidiary with Pratt-Miles CEO, George Miles. Jeffrey knew George chartered planes when he needed to, but normally flew commercial first class by choice. Pratt-Miles did not own, and apparently had no interest in owning a corporate jet. So when the two men sat down to chef salads and unsweetened iced tea, Elkins proposed to his counterpart that he be permitted to personally buy outright the assets of Easton Transportation. It seemed a logical offer. Early on in the negotiations George Miles had indicated to Jeffrey during casual conversations that Pratt-Miles probably would not keep a corporate jet. But now George Miles quickly brushed Jeffrey’s suggestion aside, indicating that they would “get to all that eventually.” George stressed the need to focus on more critical remaining issues if they were really going to close this deal before the end of the business day.
As late afternoon rolled in and the negotiations were still unsettled, all the players at the table were nervously intent on getting done. Still, Jeffrey felt the need to raise the issue of Easton Transportation once again, this time on the record.
“With all due respect, Jeffrey,” George politely responded, “let’s deal with Easton Transportation separately. I promise we’ll settle it together once the deal is done. We’ve got to get finished here and close today – it’s in everyone’s best interest.”
Other meeting participants on both sides of the table indicated their agreement. The minutes of the meeting reflected that negotiations regarding the future of Easton Transportation were “set aside for further discussion after the merger closed.”
As Jeffrey Elkins got up from the conference table after the closing documents were signed and they had received confirmation of final funds wired to the appropriate accounts, he turned back to address Easton’s associate general counsel, Brian Hughes. “One last thing, Brian. Give Julia West a call and tell her I said: Make sure they get their pies.” With those final words, the last CEO of The Easton Company left the room.
Corporate Merger Countdown
The data-keepers were in the throes of fast-paced research to answer the latest questions raised at the settlement table in New York. Every quarter hour another call came in asking for a copy of some arcane document or a different slice of cost accounting figures than those already provided during the prior three months.
At the same time, last minute questions and requests for information were coming in from Easton employees in other locations, as well as from retirees and local politicians.
For the Easton employees handling all these matters, the last forty-eight hours seemed like some crazy reality show race – Corporate Merger Countdown.
As the day progressed, the information swapping accelerated like a fast card game of Spit. By the time the merger officially closed at 4:01 p.m. ET, most of the administrative employees who had been the working cogs and gears inside the shiny merger machine found themselves hyperventilating and disoriented. It was as though the boulder they had been tirelessly pushing up the mountain for the past three months had suddenly disappeared over the top.
“Is that it?” Marcie, one of the benefit assistants in human resources asked her supervisor, Kate Cooper. Looking up from her computer screen, Marcie blinked her eyes like a moviegoer readjusting to the daylight. “Are we done?”
“For now,” Kate sighed. “There’ll be plenty to clean up on the other side of this come Monday morning. You know human resources work never really ends.”
Marcie groaned. “It’s enough to make me wish I’d been pink-slipped today.”
“Careful what you wish for, Marcie. All of us will probably be gone before much longer. Come on. Let’s get out of here. I understand the party started hours ago across the street at Darwin’s. Apparently someone had the foresight to book the back room.”
“Not me,” Marcie replied. “I’m wiped.”
“But you’re the party girl. You’ll definitely be missed if you don’t show.”
“All I want to do is get myself home through the Friday night traffic in this rain. Then I’m going to sit in a hot bath ’til I’m numb, eat everything chocolate that’s in the house and fall into bed in a fetal position and sleep until Sunday.”
Kate smiled at Marcie. She was a hard worker and a good sport. “You have a point. I must admit I’m not exactly in the mood to party.”
“Any word on the fate of the retiree medical benefits?” Marcie asked.
“Not that I’ve heard. Larry left without any further comment. Apparently our CEO planned to raise the topic at the close table this morning. My assumption is it was either a verbal agreement previously struck between the two CEOs, or Jeffrey hoped to slide it through at the last minute to avoid lengthy discussions. But that’s just my guess. Whenever I asked Larry about the status of the retiree benefits, he said Jeffrey was handling it with Pratt-Miles. I’ve had my share of suspicions and concerns. In all those merger negotiation calls I monitored between the two outside law firms, there was never any specific mention of Easton retiree medical benefits.”
Just then Kate heard the phone in her office ring. Marcie picked the call from her own phone and handed the receiver to Kate. It was Paul Brice, the money manager for the company’s 401(k) plan, calling to confirm the final valuation of plan balances in The Easton Company stock account after the close of the market. Putting Paul on hold, Kate returned to her office so that she could pull up her spreadsheets. Following some quick checking on both sides of the call, it was apparent something was amiss. Pratt-Miles had wired funds to cover the purchase of the Easton shares in the plan, but according to Paul the amount of the wire exceeded the value of the shares by nearly $23 million.
“If you ask me, that’s awfully generous of them,” Paul chuckled.
“Oh God,” Kate groaned. “So where do we go from here, Paul?” Kate asked, squinting her eyes shut tight as she awaited his answer. She had a vision of spending another weekend in her office. Please God, she thought, I just want to go home.
“These things happen. Remember, with more than $13 billion in cash changing hands within a matter of hours, mistakes occur. But we’ll get it sorted out. We’ll log the discrepancy and reconcile on Monday. As long as we have agreement by Tuesday morning and the new owner doesn’t ask us for three days of interest, there shouldn’t be a problem.” Paul sounded exhausted. His office had been on the phone with Kate’s benefits staff much of the day tracking toward the close.
“Thanks, Paul. You guys did good work today. You’d think you were Easton employees or something,” Kate joked.
Paul laughed. “Yeah, well, no offense, but right now we’re pretty glad we’re not. And actually, you’re no longer an Easton employee either. As of about forty minutes ago I believe you became an employee of Pratt-Miles.”
“Gee, Paul, I thought you were my friend.” Kate chuckled.
“I take it you all are headed out to celebrate? My group has decided to go to our local watering hole and have a beer in memory of our favorite client.”
“Well if that’s not the sweetest sentiment,” Kate chided. “Actually, Marcie and I were just discussing the party that’s already in high gear at the bar across the street. I think we’ve both just decided to pass.” Kate waved and mouthed “good night” as Marcie zipped her raincoat and walked down the hall.
“Really? But Kate, it’s a truly unique reason to party. You sure you want to take a pass? What could possibly be more appealing than drinking with your fellow passengers on a sinking ship?” Paul teased.
“Hmm. More appealing? I’m thinking my sweatpants and slippers, carryout Pad Thai, a bottle of Chardonnay, and a very patient husband.”
“I like your style,” Paul answered. “Take care. Talk to you Monday.”
“You bet,” said Kate and hung up the phone.
CEO Email #1 – You Say Goodbye…
On the day of the close at 3:49 p.m., reality struck home for any Easton employee
who had not yet faced the fact that this merger was actually an acquisition. Those still at their desks opened and read the last internal email they would receive as employees of The Easton Company.
From: Jeffrey W. Elkins
Sent: November 13
To: All Easton Employees
Subject: Parting Message
On Wednesday, November 4, shareholders voted to approve the merger between The Easton Company and Pratt-Miles. This action by our shareholders is to be followed by the closing today, at which time I will step aside as chief executive officer. This company has enjoyed a long and memorable history as an innovator in our industry, and Easton has been known as a distinguished company in our governance, principles and integrity. The company was founded on underlying principles articulated by our late founder, Ed Easton – to do good work, reward those that invest with us, and always enhance the experiences of the employees.
The Easton Company is a unique organization and I have had the privilege of working with wonderful colleagues. Our results have been superb, and we have served the shareholder in an extraordinary way. I know the Board feels that management has articulated and executed a strategic plan that has been remarkable in its clarity and accuracy, and also, most importantly, in delivering value to shareholders.
After nearly three decades, I depart with mixed emotions, leaving behind many talented colleagues. The Easton Company has indeed been a remarkable enterprise, fundamentally committed to improving the quality of life in America wherever we do business.
I have great confidence that George Miles, Pratt-Miles CEO, will guide the combined new company to new heights. I know this will offer opportunity for the vast majority of colleagues in The Easton Company and the true legacy of the company will be its quality employees and its important projects spread across the land.
With all good wishes for your continued success,
Jeffrey W. Elkins
In the future, former Easton employees at Pratt-Miles would derisively refer to this last communication from their ex-CEO as Jeffrey’s sayonara suckers email.
CEO Email #2 – I Say Hello
Twelve minutes later, at 4:01 p.m., another important email greeting slid through the electronic ether and smacked its readers like a cold wet towel.
From: Miles, George
Sent: November 13
To: All Easton Employees
Subject: Message From Your CEO
I am pleased to announce that the merger of The Easton Company with Pratt-Miles has been completed. This transaction recognizes the special values that have been built by The Easton Company since its founding.
All of us at Pratt-Miles look forward with great anticipation and excitement to melding two terrific corporations and their dedicated employees. We are about to become the most profitable and productive company in our industry, worldwide.
Please join me and members of Pratt-Miles’ senior management team in the lobby of the former Easton headquarters building for coffee on Monday morning at 9 a.m. as we begin to build our future together, moving forward into an extraordinary new period of creativity, growth, profitability and trust.
Sincerely,
George Miles
The reaction of most Easton corporate employees who read George Miles’ email that afternoon? Wow. We’re being invited to our own place of work by the new CEO from Denver who has never before stepped foot in this building.
Gone Skiin’
After reading the emails from Jeffrey Elkins and George Miles, Fletcher Johnston heaved a sigh. He scanned the piles of never-ending legal papers that had cluttered his desk at The Easton Company for more than four decades and realized that his career at Easton had come to an end. He pushed back in his rolling chair the way a big eater might finally push back from a smorgasbord table after a huge meal. He took a celebratory swig from his Diet Coke and realized he was done…even though the work would go on and on.
After the exciting events of Fletcher Johnston’s early years at Easton, the balance of his career had become relatively tedious. The work kept him constantly busy but most days it involved conference calls and meetings, reviewing land acquisition documents and legal briefs – nothing like the travel and undercover land deals that absorbed his time when Ed Easton first hired him. Over the years he mentored plenty of new young attorneys and provided quiet but critical support to the company’s general counsel – a position he had turned down twice during his long career, not wanting the stress, politics or attention.
Fletcher much preferred a behind-the-scenes role. He had learned early on that job status was not really something to be coveted unless you had a big ego to feed. Oh, there had been plenty of nights when he slept on his office couch, not thinking it worth the effort to make the trip back to the condo after working late into the evening. His office had become like a second home in many ways. The razor, comb and toothbrush in his bottom desk drawer and ever-present change of clean clothes in a dry-cleaning bag on the back of his office door attested to this fact.
A confirmed bachelor (after one brief then broken engagement that brought him as close to marriage as he ever wanted to be), he still thoroughly enjoyed the company of women, but not their demanding ways. He found women so much more fascinating and intellectually stimulating than men. Through his thirties and forties he made a habit of befriending the newly hired single women at Easton, often taking them on one “welcome date” but never a second, no matter how interesting or pretty they were. He was always a gentleman, always polite beyond reason. Fletcher’s nickname around the office was “the oblivious heartbreaker” or “OH!” for short. In Washington society circles, his reputation as one of the most eligible bachelors in the nation’s capital endured for two decades.
Fletcher stood and stretched and then shut down his computer. He had no need for it from this moment on. The files he wanted were already backed up on a far superior system in his home office. Acquiring more hardware just because it was his for the taking was not Fletcher’s style. He was a minimalist who preferred the best quality in anything he chose to own.
Fletcher looked at his watch – it was nearly 4:30 p.m. – and glanced out the window where he noticed for the first time the sheets of rain coming down. So he would get wet on the walk to his car, he shrugged to himself. No matter. A baptism of sorts seemed an appropriate start to the next stage of his life’s adventure, whatever that might be.
Running a hand through his short blond-going-gray hair, he turned slowly in place to take in this room one last time. It had been the stage for so many hours of his life, but there was nothing here he needed; nothing he really wanted. The observation was a refreshing relief. After tossing his office keys onto the desk, Fletcher pulled his raincoat from its hanger on the back of the door. As he did so he noticed for the first time in years the old skis planted in the corner. Fletcher chuckled to himself and then said out loud, “Oh, why not?” in his best que sera sera voice. Shouldering the skis, he flicked off his office light and pulled shut a locked office door behind him.
Walking down the hallway to his favorite back exit to the parking lot, one of the young paralegals noticed the vintage skis and did a double take.
“Hey Mr. Johnston – where are you going with those?”
“Peru,” Fletcher intoned in his best British boarding school accent, not breaking stride toward the exit. Then glancing back at the paralegal with a devilish grin, “I understand there’s some amazing skiing in the Andes.” With that, the one person whose career had seen both the beginning and the end of The Easton Company quietly disappeared into the rain and fog.
Corporate Love in the Time of Merger
This is the story of Cindy and Rob. Once upon a time Cindy and Rob were just coworkers. Then one day they became accountants in love.
Romantic relationships at work are never easy. Theirs certainly had extra obstacles. Both Cindy and Rob worked for The Easton Company at corporate headquarters. Both were divorced and each had multiple young children livi
ng with them.
Five years before the merger was even a twinkle in Jeffrey Elkins’ eye, Cindy and Rob started dating. Their love affair began innocently enough, going out to lunch together. Their lunches at local restaurants were soon replaced by drives to quiet parks or abandoned farm roads. But then tax time was upon them and no one in accounting was going out to lunch, or any other meal for that matter. With kids at home, and no time or place to be alone together, it wasn’t too long before the couple threw caution to the wind.
One night, when both Cindy and Rob were working late and each had a relative babysitting their kids, they stayed on at their desks working after everyone else in the accounting division had gone home. They lingered so long, only the front desk security guard was left in the building. Rob and Cindy exchanged looks across the accounting office’s sea of workstations, waiting for the bottom of the hour when the guard made his rounds.
After the guard passed through their area and they had each smiled and nodded to him to send him on his way, the pair finally consummated their relationship in the accounting conference room.
Pink Slips and Parting Gifts Page 15