February 12, 2013

The Financial Printer Diaries: Tales of an Era Gone By - Part 3

Below is Part 3 of a collection of memories from members about working at the printers (here's Part 1 and Part 2). Please keep them coming and I will only blog them if you give me permission, and you can determine whether you want attribution or anonymity:

- Always fun to watch the linotype in action with the lead slugs lined up upside down and backwards.

- Back in 1988, I was an administrative clerk (basically a sub-paralegal (I was still in college, on break)) at a large NYC white shoe firm. It had been raining for about 4 days straight. I had been working late, and was waiting at my desk reading the paper waiting for a car (due to the rain, there was quite a delay). Around 10pm, I got a frantic call from the paralegal coordinator who said she had been calling every paralegal in the firm and asked me to take on the following task. I said OK.

A client wanted to file a debt registration statement with the SEC before its annual meeting the next morning. I was tasked with getting the registration statement filed (although I am now a securities lawyer, I did not have any securities background then). I took a car to the printer and waited (luckily, the Mets were on the West Coast and I watched the game while drinking a beer). Around 1am, the 12 copies were ready and I got in a car to drive to DC (remember, it has been raining for 4 days and the planes were iffy; the first train wouldn't get me there in time). We started the drive to DC, the driver, me and the "Box."

Every hour, we had to pull off the road (no cell phones then!) and call the printer to confirm our location and that we were OK. The reason: there was another car following an hour behind us, with a duplicate Box. That driver was also calling in every hour and would be in position to meet up with us if we had any car trouble or an accident, etc. Note that the client had initially tried to get the partner to take this journey, then the associate, finally agreeing to a paralegal (I guess I was close enough...).

Anyway, we got to DC safely at around 6:30am, I dropped the box with one of our DC paralegals, at her house, and then I called the partner to find out what to do next. He said "go watch it get filed at the SEC." So, the driver and I went to grab breakfast, and I went to the SEC at 9 or 9:30 and watched the documents get filed. Then, I called the partner again to confirm the filing, and since the skies were now sunny asked if I could take a flight back to NY rather than getting back in the car. He said yes, thankfully.

- Many years ago I was working on a tiny IPO for a high end winery. The wine lovers among the lawyers, bankers and accountants had fought to get on the deal, but for me it was just the luck of the draw. Late one night at the printer, people started going around the table describing their wine collections, which gave me pause since I had none - until they got to the young banker next to me who said, "I have a bottle of Chablis in the fridge and a liquor store at the corner!"

- My securities practice started as a junior associate in 1996. I had my first child in 2007 and that coincided with so much more being done via email and without in-person printer sessions (coupled with the coming recession) which was great for motherhood and a part-time practice, but I will admit that I missed the days gone by. I met my husband at Donnelley, I was designated underwriters' counsel and he was issuer's counsel and we worked together on probably 50 deals before we got married in 2004 (upon which I was understandably conflicted out of being underwriters' counsel on those deals).

My favorite memory was on a deal at Merrill in NYC back in the late 1990s. It was a 144A deal with a sub-investment grade issuer, when non-GAAP numbers were often central to offering memorandums. It also happened to be my 30th birthday, and in the hey-day of lavish printer sessions. Not only did Merrill bring out a tiered birthday cake during lunch, but they presented me with a bottle of Veuve Clicquot champagne, gratis from the printer.

As all of this was happening though, the business people and investment bankers decided to sidebar into another room while the lawyers and accountants continued to work on the OM and circle the numbers needing back-up. Several hours passed and it occurred to us that we hadn't seen the business people in a long while. Someone had the guts to go to the sidebar room only to find that it was empty, they had all just left. Finally a junior investment banker made his way into our conference room and told us to halt our work immediately, the deal was off, and everyone should collect the final drafts of things and go back to their offices and wait for instruction from their clients.

There was my cake still on its rolling card with a white table cloth over it in the corner, it had yet to have a single piece cut out of it. We all quickly tried to gather the most recent scribner's drafts and box those up to be shipped back to our firms and make quick arrangements for cars and flights (oh how easy it was those days to arrive at LaGuardia and get to the gate even though your ticket was for a later flight and have the attendant let you on an earlier flight with just 6 minutes to spare).

I grabbed the unopened bottle of champagne and had it sent back to me at my firm (sandwiched between stacks of documents in a bankers' box). I preserved the bottle even as I moved several times. In fact, when my husband and I got married in 2004,I decided to save a few bucks on what was turning out to be a very expensive wedding and use that bottle of champagne for our wedding toast. Imagine my surprise when the bar tender poured us our champagne in front of 300 guests for the toast and it was rose champagne, not clear! In all of our pictures, it looks like we are drinking fruit punch out of champagne glasses. I had never read the bottle to see what kind of champagne it was, I just knew the great maker. Thanks Merrill!!

Transcript: "The 'Former' Corp Fin Staff Speaks"

We have posted the transcript for our recent webcast: "The 'Former' Corp Fin Staff Speaks."

Webcast: "Projections, Prospects & Other Crystal Ball Provisions: Colliding with 20/20 Hindsight"

Tune in tomorrow for the DealLawyers.com webcast - "Projections, Prospects & Other Crystal Ball Provisions: Colliding with 20/20 Hindsight" - to hear Wilson Chu and Peter Flocos of K&L Gates and Sal Fira of Grant Thornton discuss how a seller's innocent optimism may become buyer's basis for fraud and rescission.

- Broc Romanek