Grazier Technology retained Thomas Global Strategies for our mergers & acquisitions services. I don’t directly acquire companies through acquisition. Depending on the logistics of a corporate takeover, I may use several different strategies on the target to gain control of the company for my client. For Grazier, I’d consulted with my mentor and activist investor, Harrison Edward. Another term you could use that was more popular in the eighties, is a corporate raider. Harrison makes all the raiding Carl Icahn did in the eighties seem like child’s play.
Now, Grazier is preparing itself to be the center of news yet again after their sexual harassment scandal. They were looking to expand their core business and wanted to acquire a smaller firm that had developed new and innovative crypto technology and financial data security applications. Grazier was one of the largest software companies concentrated in data technology. As more consumers conduct business and financial transactions on their thousand dollar smartphones and tablets, they were hard-pressed to tap into the highly lucrative mobile market. The road ahead would be arduous. Grazier was looking at Jupiter Works, a small but highly innovative software firm to get them to where they needed to be in the digital mobile market.
Not only will Grazier make millions, but they will gain a substantial amount of power from the Jupiter acquisition.
As Harrison mentioned in our brief conference call the other day, a takeover, especially a hostile one, is no walk in the park. Grazier approached Jupiter Works board of directors about a merger in the past, as did other firms with similar proposals. Their executives weren’t looking to join with anyone and desired to remain independent. The good news for Grazier and bad news for Jupiter is that their board can be replaced. We can take our fight directly to the shareholders, which is where Harrison would step in. You have not seen an actual artist until you’ve seen him in action. Gird your loins.
I wanted to spend the evening preparing for my associates meeting tomorrow; I wasn’t expecting my doorman to call letting me know my on and off again lady-friend, Shoshannah Carter was on her way up. We dated throughout graduate school at Harvard. We had broken up for a couple of years but started seeing each other again a few years back. She and I never lost contact, and it was mainly Shoshannah pushing for a commitment. Some of her family members were pressuring her to put the heat on me to propose; that wasn’t going to happen. We were in our thirties, and Shoshannah wanted to settle down as expected of someone with her upbringing, but I won’t be manipulated into proposing or getting married; both were the furthest thing from my mind.
I opened the front door, just as Shoshannah was stepping off the elevator, I saw my neighbor, Panther’s star quarterback, Colin Stone heading toward his penthouse apartment.
There are two penthouses in my building; I owned one and Colin had the other; mine is bigger. He had been playing on the road, and it looked as if he’d just got back into town. He gave me a slight wave as I nodded at him.
She walked up to the door and brushed past me. I held the door open briefly before shutting it and turning the lock. Shoshannah, pushed her hair out of her face, revealing her silk blouse that fell slightly off her shoulders. She wore a tight black pencil skirt, and the twenty thousand dollar Birkin I gifted her some months back. You would rarely find Shoshannah in an ensemble that wouldn’t cost the average person a few paychecks. “It feels like we haven’t seen each other in forever,” said Shoshannah, getting straight to the point. I sighed. “Been busy. You know this is one of the busiest times of years for me.”
I walked into the living room with Shoshannah close on my heels. “Have you had dinner yet?” I looked at the clock; it was already half past eight. I didn’t like to eat this late, but I couldn’t get out of it. I knew she would badger me about our “relationship” or needing to spend more time together if I didn’t silence her with a distraction.
“Not, yet,” I replied. “Looks like you’ve been working. We can try that new Italian place across the street, and then we could do something else,” said Shoshannah, suggestively.
“The cook left chicken alfredo for me. I’ll heat it up; we can eat that.” Shoshannah rolled her eyes. If she thought I was going to be leaving the house to take her out to a five-star restaurant at this hour, she had another think coming.
Shoshannah was from a well-to-do “John and Jenn” prestigious and prominent black family. My association with The Carters had been good for business over the years. The most important connect I had through Shoshannah was her father, Corliss Carter. He sat on the bench of the United States Court of Appeals for the District of Columbia Circuit, the second most powerful court in the country. Her mother, Clara Carter served in the last administration’s cabinet as the president’s Secretary of the Interior. It was good to have friends in high places.
It’s no secret to those closest to me, that I had no intention of marrying anytime soon, neither do I want to continue a relationship for several more years to come. Having one of the most powerful judges in the country one phone call away is always beneficial, and I knew I would need to continue to have favor with the Carters.
After I warmed the chicken Alfredo up, we headed to my upstairs deck overlooking the bay to eat our dinner. I quietly sat at the table, chewing the slightly dried out chicken, while I half-listened to Shoshannah drone on about an upcoming gala her mother’s charity was hosting. She feigned resentment at her forthcoming duties during the party.
“If I have to meet and mingle with one more board member, alumni, or former White House aide, I’m going to go absolutely insane.” The truth of the matter is that Shoshannah loved the society functions her family was heavily involved in; she was obsessed with class and appearances.
Many of these functions were beneficial as far as networking goes. I used to attend them all the time with Shoshannah, but now not so much. I occasionally hobnob with her father and her mother’s friends and their associates. I choose more carefully which social events I attend as my firm and reputation grow within influential circles.
Networking was vital in my line of work, but I find that needing Shoshannah’s intervention on my behalf with her dad was becoming obsolete. As the judge and I have gotten closer and know more of the same people, he’s more open to taking a phone call to me or helping a client out when it’s needed.
Shoshannah is high strung at times, and her behavior is starting to become more of a liability. She can drink too much at times, and she tends to boast tales of elaborate million dollar weddings that she is currently planning, of which couldn’t be any further from the truth. No one can pressure me in any aspect of my life.
I had a meeting with my executive associates the following morning for a strategy session for the Grazier acquisition of Jupiter Works.
“As some of you with prior knowledge on this case know, Grazier’s most powerful shareholders implored the board and management that they needed to increase their presence in the mobile market. These days, companies could lose everything and be left behind with no significant digital mobile presence. They have a target, and that is what this meeting is about,” I said, addressing everyone in the conference room. It was after 8 am and my day was already half-over.
“Grazier wants to expand their mobile base, that’s why they want Jupiter. They’re a very innovative firm. What specifically is Grazier after?” asked Sam Watanabe, my college roommate at Harvard, and now one of my associates. “Jupiter has this new data encryption technology that Grazier wants, but even more than that,” I replied.
“Jupiter is working on a new application using crypto-technology that will be integrated into their current product allowing the ease of anonymous financial transactions using internet currency,” said Jefferson Lewis, one of the executive associates that knew of the current situation with Grazier. Jefferson was also an old associate of mine as we went to prep school together. He didn’t go to Harvard, but his MBA was from Yale. He was my second in command when it came to dealing with clients on the financial side of TGS.
Cressida pulled up Jupiter’s quarterly earnings on her tablet. “Jupiter isn’t direct competition right now, but they will be within three to five years. Therefore, not only does our client want to choke out their competition, but owning the design and software at Jupiter would be highly profitable for them in the long run.”
“TGS needs to employ the most cost-effective way to acquire the target. Looking at areas that are solvent, profitable, and any debt that may not be publicly available. We can’t just do that by looking at past performance and future projections,” argued Nixon Keen, one of the most prominent hardliners at the firm. He made valuable contributions to TGS, and his father is a former deputy director of the NSA. Nixon was a no bullshitter and told you exactly what was on his mind. He didn’t like to take on projects if a win wasn’t guaranteed.
“Last year, Grazier’s board voted to make a friendly takeover offer. Jupiter, not wanting to merge, declined. Grazier pushed the issue to meet with the executives at Jupiter, but each meeting grew more and more hostile. It wasn’t a deal Jupiter wanted, and they completely shut down any further talks,” I said.
“What happened with those negotiations?” asked Autumn. I could see the wheels churning in her head, putting together press packages and orchestrating damage control attacks against leaks in what will undoubtedly be an ugly battle in the coming months. She had her tablet nearby but didn’t make any entries, and rarely took physical notes but kept information in her mental rolodex. Autumn was more old-school at first glance, but she is a mastermind.
“Grazier’s terms didn’t interest Jupiter, but they’re not big enough; they don’t have enough capital to ward off these attacks. Grazier’s most influential shareholders and a portion of the board hadn’t changed its mind about acquiring Jupiter even after the talks fell through. We’re beyond negotiations now; we’re going to come up with the best plan of execution for our client,” explained Jefferson.
“Tanner, I will need you take a closer look at the technology. Find out if there are any bugs or issues with the development of their latest applications,” I said to Tanner Young, the firm’s computer genius. If there were anything on the internet or within a company’s internal network, Tanner had unique skills to obtain pertinent information. Some of this tactics may fall into the gray area of legal vs. unlegal.
“I’ll get started on it right away. Jupiter has excellent security, and they’re very secretive so it will take me some time to get any useful information,” replied Tanner. “That’s fine, just keep me updated daily on your progress. I will meet with you privately,” I said.
What I didn’t mention to my associate is that I had a contact at Jupiter that I believed could provide me with some valuable insider information. Jefferson and Tanner were already aware of this. If my contact is as unhappy as I’ve heard he was with his job, he could be looking to make a deal with a much larger company and find favor with Grazier once the takeover was complete.
Jefferson and I laid down the framework of our plan over the next couple of hours with the rest of the associates. By the time our meeting had ended for today, everyone was clear on what I needed them to do. We were all looking at fifteen hour days in the coming weeks, so I told everyone to get comfortable because we were going into battle.
****Author’s note: The title of this chapter is a famous line from the movie ‘Wall Street.’
Check out the biography of Rico and other main characters here.
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