She rubbed her forehead.
“So adjusted leverage fails covenant.”
“Yes.”
“If acquisition closes under current terms?”
“Likely.”
“Then even if yesterday never happened, we withdraw.”
“Yes.”
Good.
That mattered.
She did not want the financial decision resting on personal mistreatment.
He continued.
“Board counsel wants meeting.”
“When?”
“Eight.”
“Virtual?”
“In person.”
She looked toward the city outside her hotel suite.
“No.”
“No?”
“They can come here.”
Her investment officer laughed softly.
“Making a point?”
“Yes.”
“What point?”
“I went to their room yesterday.”
“Today they come to mine.”
Fair.
The board delegation arrived at eight.
Independent chair.
General counsel.
Two outside directors.
No CEO.
The investor sat at a smaller table in a private hotel conference room.
No skyline theater.
No mahogany battlefield.
Coffee.
Water.
Documents.
The board chair began:
“We reviewed preliminary evidence.”
“Good.”
“We are placing the CEO on temporary leave.”
The investor said nothing.
He continued.
“We’re appointing special committee.”
“Independent counsel?”
“Yes.”
“Not your usual firm?”
“No.”
“Good.”
One director leaned forward.
“If we remove him permanently, will you restore the billion?”
“No.”
The answer surprised them.
The board chair asked:
“Why not?”
“Because the original transaction is dead.”
“We can amend.”
“No.”
The investor opened a folder.
“The company represented liabilities inaccurately.”
“We need to investigate that.”
“Yes.”
“So why prejudge?”
“I’m not.”
She slid a page across.
“The original pricing assumed debt capacity you may not have.”
Another page.
“Original governance protections were inadequate.”
Another.
“Original executive compensation rewarded closing regardless of post-close impairment.”
She looked around.
“I’m not resurrecting a structure I no longer believe in.”
The outside director said:
“Then what are you offering?”
The investor looked toward him.
“Nothing yet.”
His face tightened.
She continued.
“If the company survives review, we may consider a new proposal.”
The board chair asked:
“How much?”
“Unknown.”
“Terms?”
“Different.”
“CEO?”
“Your decision.”
One director frowned.
“You don’t require his removal?”
She looked at him.
“No.”
That shocked them more than if she demanded it.
The investor continued.
“I will evaluate whether I invest.”
“You evaluate who governs your company.”
“If you retain him, that becomes information.”
The board chair slowly nodded.