5 PM.
It's ti for the staffing eting.
As I sat in the eting room with Dobby, Jeff entered shortly afterward.
But he wasn’t alone.
“This is Chris. He’s joining your team,” Jeff introduced the white man standing beside him.
I already knew who he was since we were in the sa departnt.
‘The noisiest guy.’
Of all people, it had to be the one I tried to avoid the most in the M&A departnt.
He's the type who constantly approaches associates or analysts, giving unsolicited advice.
Even when no one asks, he imposes his opinions and flaunts his knowledge.
“Chris has extensive experience in this field. You’ll have a lot to learn from him,” Jeff said solemnly.
Chris approached and tapped my shoulder.
“Biopharma is your specialty, but you're a rookie in this area, aren’t you? If there’s anything you don’t know, feel free to ask. I’ll teach you wholeheartedly.”
He grinned ear to ear.
His intentions were obvious.
He wanted to boast about ntoring the "unicorn" genius of Goldman.
In the future, he could strut around claiming, “That unicorn? Oh, I trained him.”
Well, there’s no need to take soone like him seriously.
“If necessary, I’ll co to you,” I replied, emphasizing the words “if necessary.”
Chris frowned and hesitated.
That was a polite refusal.
I wouldn’t be seeking him out.
There’s no benefit to getting entangled with soone like that.
At that mont, Jeff narrowed his eyes and continued speaking.
“This project involves sensitive issues regarding a managent dispute. Sean, since you lack experience in this area, don’t make any independent decisions. Get my approval for everything, and if I’m unavailable, check with Chris.”
Jeff’s intent was clear.
He was trying to establish a hierarchy.
Using my lack of experience as an excuse, he wanted to place Chris above .
Of course, I had no intention of accepting such a hierarchy.
I need to take the lead in this matter and act as the protector of the bread.
I also refuse to let soone like him pose as my ntor.
“Your response?”
“If I don’t know sothing, I’ll ask,” I replied confidently.
“But asking about things I already know would be a waste of ti. It’s highly inefficient.”
This was my way of rejecting the hierarchy Jeff proposed.
Especially one where soone less skilled than is above .
Just as Jeff was about to retort—
Bang!
The conference room door swung open, and Pierce strode in.
“Everyone’s here,” Pierce said, as usual, speaking even before sitting down.
“Have you reviewed the materials?”
Pierce’s gaze fixated on .
“Yes.”
“Summarize it in one sentence.”
A one-sentence summary.
It ant extracting the most critical information.
Pierce’s eyes showed a peculiar curiosity.
He seed curious about how well I understood the restaurant industry, which was outside my expertise.
Although it wasn’t my specialty, I couldn’t be considered a complete novice.
After all, I had been working on Wall Street for 10 years.
I had developed at least so fundantal insights.
I confidently summarized the situation.
“There are two weights dragging us down.”
Pierce smirked.
That ant I had passed.
“Explain in more detail.”
"The family restaurant concept in the dining industry has been on a downward trend for quite so ti. Epicura recognized this and, over the past five years, has sought to transform its business model by acquiring restaurants aligned with new trends."
"Is that what caused the problem?"
"No. The newly acquired brands, such as steakhouses, seafood specialty restaurants, and craft beer pubs, are all experiencing high growth rates. It was a wise decision."
In fact, the growth rate of the brands Epicura recently acquired reached an impressive 61.1%.
This far surpasses the industry average.
The managent team has shown remarkable capability.
"The issue lies with the two legacy flagship brands. Toscana Garden and Harbor Lobster have growth rates of -18% and -29%, respectively. These two brands account for 72% of the company’s total revenue, dragging down the overall performance."
The problem is with the flagship brands.
In the 1990s, they were the driving force behind Epicura's rapid growth, but now they are holding it back.
Pierce quietly nodded.
"Exactly. Because of those weights, the sharks circling Epicura are increasing."
Sharks.
A term used to describe corporate raiders targeting weakened companies.
As Epicura started bleeding, predators began to swarm.
I have to fend off those sharks.
More specifically, I need to take down the most fearso great white shark among them.
Only then can I truly beco a hero of this war.
The foundation of any battle is knowing your enemy.
To defeat them, I need to understand them thoroughly.
Pierce began explaining the enemy.
"The first to appear was Spear Capital. They secured a 1.4% stake and then requested a eting with Epicura's CEO, presenting three proposals. First, separate mature brands from growth brands. Second, convert real estate into REITs. Third, cut operating expenses by $100 million."
These hedge funds, which ddle in managent under the guise of being shareholders, are collectively called activist funds.
As shareholders, they claim the right to actively influence company managent.
"Spear is known for being relatively mild-mannered. The CEO placated them by saying, ‘We’ll consider it since it’s not a major risk,’ and sent them away. However, they’ve since increased their stake to 2.7%."
This is the modern thod of sharks.
In the 1980s and 1990s, corporate raiders would secure a majority stake and then swallow a company whole through hostile takeovers.
Nowadays, sharks don’t bother with such efforts.
Instead, they buy small stakes and incite other investors during shareholder etings.
Their singular goal is to secure as many board seats as possible at these etings.
Once they install their people on the board, they push their agenda through these directors.
Sell off unprofitable divisions, acquire promising companies, repurchase shares to boost stock prices, and so on.
Why take such a roundabout approach?
It’s much cheaper.
Why spend a fortune acquiring a majority stake when they can manipulate the company at a fraction of the cost through clever persuasion?
"Just yesterday, another shareholder requested a eting with the CEO—dallion Partners."
"What? dallion too?"
"Are they playing the sa ga?"
Dobby and Chris reacted with surprise.
dallion Partners is another well-known shark in the industry.
But I felt disappointed instead.
‘Not the great white shark.'
The true adversary I long to face hasn’t shown up yet.
But, well, it’s only a matter of ti before they do.
Suppressing my disappointnt, I gave a half-hearted nod.
That’s when Jeff suddenly pointed at and asked,
"Do you know why the sharks are attacking?"
I almost couldn’t suppress a laugh.
Jeff's true intentions were obvious.
He was trying to emphasize my lack of experience to Pierce.
It was a kind of relative evaluation.
By comparing my capabilities to Chris's, Jeff wanted to establish a hierarchy where I would have to rely on that insufferable Chris for approvals.
‘Planning to put a leash on , are you?’
Of course, I had no intention of wearing such a leash willingly.
What I needed to do now was simple:
I had to prove I was a step ahead of the more experienced Chris.
And it wasn’t a particularly difficult task.
Let’s first pinpoint why the sharks are circling Epicura.
This was almost too easy.
“Too much real estate.”
That’s the blood attracting the sharks.
“Harbor Lobster doesn’t operate as a franchise. It directly owns the land for all its locations, and that real estate alone is worth about $1.5 billion. It’s pri prey.”
Harbor Lobster is a company with an unusually large amount of real estate assets.
While the brand’s value is declining, the value of its real estate isn’t plumting alongside it.
The sharks were demanding Epicura carve out this real estate and convert it into a Real Estate Investnt Trust (REIT).
In other words, “If you can’t make money from the food, sell the land instead.”
“That’s correct,” Pierce nodded, and Jeff’s expression hardened.
“However, Epicura has decided that if they’re going to separate assets, they might as well cut loose one of the weights entirely and push for a sale. A separate team is already handling the sale. They’ve found a buyer, and the due diligence is nearly complete.”
This was the opening shot of the war.
Epicura’s announcent to dispose of its flagship brand.
However, there were peculiarities about this decision that I hadn’t noticed in my past life.
“The client wants this transaction finalized by May at the latest, no matter what. They insist it must be completed before the shareholder eting in June.”
Before June.
That’s an unreasonably tight deadline.
It indicated that Epicura was in a hurry to complete this sale.
“Moreover, the sale terms were unusual. They want to transfer both Harbor Lobster’s real estate and business operations to a single buyer.”
This was another odd condition.
Harbor Lobster’s total assets were valued at $2.3 billion.
Of that, the real estate was valued at $1.5 billion, while the restaurant operations were estimated at $800 million.
Typically, transactions like this would be split up.
Sell the real estate separately from the restaurant business.
The reason is simple.
There are more potential buyers with $800 million or $1.5 billion than those with $2.3 billion.
By dividing the deal into manageable pieces, you increase the pool of buyers.
Yet, the client insisted on a bundled sale.
They were adamant about this 1 1 package deal.
“Any guesses why?”
Before I could finish organizing my thoughts, Jeff posed the question.
It seed like another round of relative evaluation.
‘Why indeed…’
I pondered for a mont.
There were many strange points, but they were all question marks.
It was better to admit I didn’t know than to offer uncertain speculations.
“We’d need to et with the CEO directly to find out more,” I replied.
Jeff barely hid a smirk as he turned his gaze away.
“Chris, what about you?”
If I didn’t know, what were the chances he would?
But Chris, with a smug grin, answered confidently.
“In a typical situation, the assets would be sold separately, but we must consider the current state of the restaurant industry. Right now, the dining market is highly depressed, with little M&A activity. It would take at least 1-2 years for a buyer to erge.”
Chris shot a triumphant glance before turning back to Pierce.
“But the real estate market is different. There are many real estate buyers with $2.3 billion in available funds. It seems the client wants to target those investors and bundle the brand with the property.”
The restaurant industry currently has no buyers.
So from the outset, the target was real estate investors.
Real estate investors have no interest in restaurant operations and would naturally prefer to buy the land only.
That’s why the client imposed the “bundle deal required” condition.
“If you want this land, you must take the restaurant too,” forcing them into a package deal.
They were using the real estate as bait while treating the flagship brand as a throw-in, dumping it as part of a 1 1 deal.
“I think this is a strategy to rush the sale before the shareholder eting.”
Chris concluded with a satisfied look on his face.
As soon as his words ended, Jeff shot a cold, scrutinizing glare.
“That's basic knowledge. If you're in the M&A departnt, you should be well aware of this…”
I clicked my tongue inwardly.
‘I made a mistake.’
This was a mistake I had sotis made in my past life as well.
I tended to skip over interdiate steps without realizing it.
‘Would I really not know about 1 1 deals?’
I had assud everyone with a brain would naturally know this, so I hadn’t ntioned it.
But now, it was evaluation ti. Even small mistakes couldn’t go unnoticed.
I had to clarify right away.
“I didn’t say I didn’t know they were targeting real estate buyers. What I ant was that I’m not sure about the timing of the sale.”
The timing of the sale.
As soon as I said those words, Jeff’s face stiffened.
“Isn’t it more logical to sell the bundled deal after the shareholder eting, not before?”
In his next words, I could even sense surprise on his face.
‘So, he noticed too.’
It seed that he had also realized the oddity of the sale timing.
He couldn’t believe that I had figured it out so quickly.
“Timing?”
anwhile, Chris was looking utterly confused.
‘What a fool.’
I couldn’t believe I was having a hierarchy battle with soone who couldn’t even understand this much.
It was monts like this that made question Jeff’s judgnt in choosing people.
But I couldn’t afford to be complacent just because he was pathetic.
Why establish a hierarchy?
It’s because if you don’t make it clear, so people will turn everything into chaos.
Therefore, it’s best to show the hierarchy openly in situations like this.
I looked at Chris and asked,
“I don’t think I could explain this very well, but how about you give it a try, senior?”
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