The Underwriting (38 page)

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Authors: Michelle Miller

BOOK: The Underwriting
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“He's trying to make a name for himself,” Todd said. “You know his report is bogus, but you also know how much these reports matter. It's going to destroy the deal.”

“What do you want me to do?” Rich asked. “Antony won't listen to me.”

“Can you write a good report?” Todd asked. “And send it out today?”

“You mean, something to counter his position?”

“Yes.”

Rich hesitated.

“I can get you whatever information you need,” Todd said. “Just name it.”

Amanda held her breath: he was really doing it—cajoling an analyst from a rival firm to write a positive report about his deal. Jesus Christ.

“Please?” Todd asked.

“My report's already written, Todd, and it's good. I'm bullish on this, I really am. But I'm initiating coverage Thursday, with everyone else,” he said.

“What difference will two days make?” Todd pressed him. “And a tiny boost to whatever you were planning to price it at?”

“Why me?” the man asked.

“Because you're the best,” Todd said, “and I know I can trust you.”

Amanda knew that voice, the charming, flattering Todd Kent voice he employed when he was using someone to get what he wanted. Amanda rolled her eyes. She no longer cared why Todd was the way he was: he was an asshole, and that's all that mattered.

“You know I've always had so much respect for you, Rich,” Todd went on, flirting. “I was so bummed when you moved to SF and we couldn't hang out anymore.”

“Fine,” Rich finally said. “But I'm only doing this for you and Dalton.”

“Thank you,” Todd said gleefully. “I always knew we'd do great things together.”

“I've gotta go,” Rich said. “I'll let you know when it's ready.”

Amanda pulled the phone back through the flowers and looked at the video: 3 minutes 47 seconds. Done. She let out a deep breath and emerged from behind her cover, then jumped back when she saw Todd still standing by the pool.

“Rachel?” she heard him say, and realized he was talking on the phone. She slid her iPhone carefully back through the flowers and pressed
RECORD
again.

“Rachel, how are you? // Listen, I need your help with something. // You know people at CNBC, right? // Could you get them to run a story tonight? Rich Baker is going to issue a positive report on Hook, and I want to make sure everyone sees it ASAP. // Yes, Rich Baker—he's a top tech analyst at— // Yeah, the craziest thing: he thinks Antony is full of shit, too, and wants to do us all a favor. // What? Twenty thousand dollars?” Todd's voice was angry.

Amanda realized she was holding her breath: was he bribing someone to get press coverage for the report he'd just solicited?

“But you work for Hook! // It's not a freelance project, it's a critical project to the success of— // Fine. I'll wire you the money, but the contract will be with me, personally.”

Yes
, Amanda silently laughed.
Yes, he was
. And from his personal account, which was 100 percent against the rules.

Amanda waited for Todd to pass, which he did with a satisfied lightness in his step. She emerged from her hideout and sat on one of the pool chairs, letting out a deep exhale before she replayed the video. The sound wasn't great, but the message was clear: Todd had just saved the deal, and brought himself down in the process.

TODD

W
EDNESDAY
, M
AY
14; N
EW
Y
ORK
, N
EW
Y
ORK

“Another twist in the Hook IPO came yesterday afternoon, when Rich Baker, Morgan Stanley's top tech research analyst, initiated coverage on Hook two days in advance of the company's IPO, setting a thirty-eight-dollar price target. The analyst said he decided to publish his report early in order to offer a counterargument to Antony van Leeuwen's earlier note, which set the price at a farcical two dollars per share based on fears about information privacy.”

Todd liked Lucy Lowe again, watching her on the airplane screen as their plane was descending toward New York.

“For reactions to the divergent reports, we turn now to Business Day's senior correspondent Norm Naylor. Norm, what's the vibe from the investment community on all of this?”

“Thanks, Lucy. The drama is certainly high, but the consensus opinion seems to be landing in favor of Rich Baker. The fact is, Lucy, he's on the ground in Silicon Valley: he lives and breathes with the engineers who build these products and the consumers who adopt them early and, largely, indicate where the rest of the market is headed. It's really another case of New York versus Silicon Valley, and who you trust to evaluate the positive benefits of technological innovation versus their potentially negative side effects—”

“Sir, I'm going to need you to stow away the television,” the stewardess politely commanded Todd. He rolled his eyes: returning to commercial travel was such a drag after two weeks flying private, even if he was in first class.

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.

—

“S
OUNDS
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

T
HURSDAY
, M
AY
15; N
EW
Y
ORK
, N
EW
Y
ORK

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 taken 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.

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