Nele Neuhaus - Swimming with Sharks

Shortly before Christmas, Alex closed one of the most spectacular deals of the year. Maxxam was a blue-chip company with a good international reputation, a conglomerate that was massively expanding in the computer technology sector. Alex had learned that Maxxam was interested in IT-Systems, a hardware giant from Texas, and she had managed to outdo all the competition with her clever and skillful negotiations.

The fact that she hadn’t mentioned a single word to Zack filled her with a special sense of satisfaction. She was more than curious how he would react to her announcement at the next board meeting—the main topic of which was the presentation of the company’s financial results at its annual press conference in January. LMI would represent Maxxam in this deal. Although it hadn’t been possible for Mark and her to find out how the complex constructs of offshore companies were related to LMI, they were both firmly convinced that Zack brazenly abused the information that Alex passed on to him. This is why they had prepared and worked on the Maxxam deal in secret. By the time Zack heard about it today, it would be too late to build a position in Maxxam or IT-Systems shares. Alex had carefully prepared for this presentation. Even though she was on the brink of collapse after the intensity of a 120-hour week, she looked forward to the triumph that was certainly awaiting her. Before Vincent Levy officially opened the meeting, she rose from her seat between John Kwai (the director of emerging markets and international business) and Ron Schellenbaum (the chairman of the board) and asked for everyone’s attention.

“Gentlemen,” she said, after the chatter died down, “I would like to make an announcement that should delight all of you. It’s an early Christmas present, so to speak.”

Everyone looked at her expectantly.

“I’m happy to announce that Maxxam Enterprises has given us the mandate to arrange a leveraged buyout for its acquisition of IT-Systems.”

The large conference room was as silent as a tomb. Everyone was stunned as they stared at Alex. They had all heard about Maxxam’s interest in IT-Systems, but only through rumors up to now. Suddenly, everyone started talking at once, and Alex barely managed to hold back a satisfied smile.

“I worked out an LBO price of forty dollars per share,” she continued and immediately regained the undivided attention of everyone in the room. “We’ll issue high-yield bonds to raise five hundred million dollars. LMI serves as the underwriter for this debt.”

Levy asked CFO Michael Friedman if LMI was actually capable of financing such a gigantic deal. Alex thought that this question was hypocritical considering that the Private Equity Technology Partners trust alone managed assets worth five hundred million dollars.

“How is this supposed to work?” Zack asked, visibly irritated. “How could you work on such a deal without informing anyone about it in advance?”

“This is my job,” she said, “and the Chinese wall prohibits me from sharing information about such an LBO in-house. Maxxam’s management is enthusiastic, and I built a detailed financial plan with our colleagues from the corporate finance department.”

Zack fell silent, but anger flashed in his eyes.

“Maxxam doesn’t have sufficient funds of its own at the moment to acquire IT-Systems, which is why they need to finance the deal,” Alex said in a loud voice. “IT-Systems is an excellent and profitable company and the market leader in the area of computer hardware. Unfortunately, it has been run into the ground by poor management. However, in addition to Maxxam, other industry giants such as HP and Microsoft were also interested in IT-Systems. I had no choice but to go with the higher-risk option. The interest rate that I demanded was one percentage point below that of the competition, which ultimately tipped the scales at Maxxam in our favor and resulted in the LBO winning the mandate. Gentlemen, the total volume of this deal is 1.2 billion dollars. In addition to the fees for our advisory work, we will generate about one hundred million dollars in financing fees from the bonds that we issue.”

“Are you saying that we could earn as much money with this deal as with all of last year’s deals combined?” Friedman’s jaw dropped.

“That’s correct.” Alex smiled triumphantly. “If I have understood Mr. Levy correctly, he wants LMI to be a major player in M&A. With this deal, that will definitely be the case.”

She opened her briefcase and pulled out a stack of photocopies, which she then distributed to everyone.

“This is irresponsible!” Zack jumped up. His cheeks flushed in anger.

“I think it’s brilliant,” Levy said, looking up from his document, “simply magnificent. How far along are the negotiations at this point, Alex?”

“The IT-Systems board of directors will meet tomorrow and approve the proposed LBO, in all likelihood. I just spoke at length with Bernie Ritt, the president of IT-Systems. Maxxam agreed on very favorable terms for the IT-Systems shareholders. They’ll exchange the shares at a ratio of one to one and pay out a bonus stock dividend of one share per ten shares. All employees will be taken over, except for the management, who will receive generous severance packages. If everything goes well, then we should have the okay before Christmas. It’s the biggest deal in years. LMI has the fish on the hook.”

“And what if the management of IT-Systems doesn’t approve?” Zack asked anxiously.

“In that case,” Alex replied in a relaxed tone, “Maxxam’s board has left no doubt that it will pursue a much less lucrative hostile takeover. Ultimately, the shareholders determine the future, but they won’t get a better offer than this one from Maxxam. All of the other potential buyers would break up IT-Systems.”

“Stop it, Zack,” Levy said to his managing director. “Alex has done excellent work here, and we should acknowledge that, even if it comes as a surprise to all of us. I’m absolutely sure this is the largest deal that LMI has ever financed.”

For the remainder of the meeting, the Maxxam deal was the main topic of discussion and pushed the annual report press conference into the background. Alex had done her job. Now it was up to corporate finance and the securities and fixed-income departments to put the leveraged buyout into practice and issue the bonds to their clients. After the meeting was over, Alex rushed to get out of the conference room. Her entire team was already waiting at Luna Luna to celebrate the completion of this gigantic deal. She said good-bye with a smile on her face, and everyone congratulated her—except for Zack. She wasn’t surprised about that; this confirmed her grave suspicions.

“Alex!”

She stopped as she heard Zack’s voice behind her.

“Come to my office!” he ordered. She obeyed, shrugging her shoulders. He sat down behind his desk, but didn’t ask her to sit. He managed to disguise his anger behind a phony smile.

“Why am I hearing about such a deal this way?” he asked. “Didn’t we agree that you’d inform me in advance?”

“It was incredibly hectic,” Alex answered with a smile that was just as fake. “And you weren’t in the city. I simply forgot to tell you.”

“Forgot?” Zack opened his eyes wide in pretend astonishment. “I think you’re overestimating your authority a little bit here, sweetie.”

Alex stopped smiling. She put her briefcase down and leaned over with her hands on the desk. Zack crossed his hands behind his head with a slight grin.

“I suspect that you’ve misunderstood the meaning of a Chinese wall in the past,” she said quietly, “because a birdie chirped in my ear that every single one of my deals was preceded by peculiar price fluctuations. This is a surefire sign of illegal insider trading.”