Thursday, April 3, 2008

The Free Market at Work

Warning: Blog is purely for entertainment and informational value. No comments made should be construed as investment advice or anything resembling investment advice. You should always read every bit of financial information publicly available about companies before making investment decisions. Including the small print. Consult your tax advisors. Or don't, if they aren't that smart. Do not drive or operate heavy machinery while reading this. Names have been changed to protect the innocent.

News Alert: (5:00 p.m. ET) Industry-flavor-of-the-day Company sells shares to Big Institutional Investor. Stock price rises.

55 hours earlier . . . 7:00 a.m. PT . . . We join Mrs. Chako and an unnamed, completely uninteresting, and likely unemployed, reporter . . .


Reporter (R): Mrs. Chako, you're leaving the house early. And your wearing you're Anne Kleins. Nice.
Mrs. Chako (MC): Thanks. Yeah, client is doing a stock offering. I've got a comfort letter to do.
R: Those shoes look sharp. Which client?
MC: Thanks. Can't say. That's confidential. If I told you, I'd have to kill you.
R: What's a comfort letter?
MC: Well, its a letter that we give to an investment banking firm who's helping an institutional investor buy our client's stock.
R: What's an institutional investor? Is that like an investor locked in an insane asylum?
MC: Not always. Sometimes, they roam around freely. And have lots of other people's money to invest.
R: I see. I use E*Trade when I buy stock. Like that baby on T.V. Why don't institutional investors use E*Trade?
MC: Because E*Trade doesn't cost enough. Ask Dr. Chako about that. If something is more expensive, it must be better. All the other institutional investors will laugh at them if they use E*Trade.
R: Gotcha. So what's in this letter you give to the investment banker? Top secret company information? Profitability projections? Tax-saving strategies?
MC: Oh, we never give comfort on forward-looking information. We only report on historical information.
R: Oh, like audits. So you do an audit for these guys.
MC: No. We already audited them.
R: So what are you reporting on?
MC: Well, we're reporting on the numbers we already audited.
R: You're auditing them again?
MC: No, we're just confirming those numbers are the numbers we audited.
R: But isn't your audit report with those numbers publicly available?
MC: Yes.
R: So why don't the institutional investors just read the audit report themselves and use E*Trade?
MC: Because then they wouldn't have other people to sue.
R: So they will sue you if something goes wrong?
MC: No, they will sue the investment banker.
R: And the investment banker will sue you?
MC: No. The investment banker's attorneys will sue us.
R: This is getting complicated.
MC: Tell me about it.
15 hours later . . . 10 p.m. PT
R: I'm tired. And hungry. And bored.
MC: Tell me about it.
R: You've been editing that letter forever. What are your writing now?
MC: I'm changing all the dates by one day. The expected closing date just moved.
R: E*Trade is only $6.99 a trade.
MC: Tell me about it.
R: So you're almost done, right?
MC: Not even close. Tonight all of our talking heads need to review this letter. Quality control.
R: But it looks just like that other letter you issued to the same investment banker six months ago that you've been using as an example.
MC: Lot can happen in six months. God created the world in seven days; it's possible our general counsel's office has started using extra commas in the last six months.
R: But I thought they were worried about the numbers.
MC: They are. And the commas. I think damages are based on character count in your comfort letters.
R: This is getting complicated.
MC: Tell me about it.
10 hours later . . . 8 a.m. PT



R: I'm sorry, I must have dozed off. Did you even have time to sleep?
MC: I think so.
R: You've switched to the red Guess by Marciano. Looks like you mean business. Hot.
MC: Thanks. It's a west coast power play. Betty's got hers on too. Smaller feet, though. Bitch.
R: Betty's doing a comfort letter? Wish I was a comfort letter . . .
MC: She's not doing a comfort letter. Or you, for that matter, moron. She's probably out taking pictures of pretty things and buying shoes and counting all the money from her high-paying, international-traveling job while she figures out how she can get even skinnier and hotter. While I'm slaving away . . . bitch.
R: I thought you two were friends.
MC: We are, moron. I use the term "bitch" affectionately. Can't you tell the difference?
R: Clearly not. So you have all the commas in order?
MC: Commas are SOOOOO 10 hours ago. Now we're on to bigger and better things. Now we're onto representation letters.
R: I thought you were doing comfort letters.
MC: But now we're getting representation letters.
R: From who?
MC: Management, the investment banker, . . .
R: Why do you need those?
MC: So we have someone to sue.
R: Gotcha. What are these reams of paper around you?
MC: The last 20 versions of the comfort letter and representations letter.
R: I thought you were an accountant? Where are all the numbers?
MC: Hidden behind a few commas.
R: So when can I read this letter?
MC: You can't. It's distribution is restricted to the underwriters. If I let you read it, I'll have to kill you.
R: Could you do that?
MC: Don't test me. Now shut up. I've got to justify the text . . .
12 hours later . . . 8 p.m.
R: Are you going to introduce me to your friend?
MC: She's not my friend. She's my boss. And she doesn't talk to morons. That is my job.
R: So the beer looks good . . . you two must be celebrating. Get that letter done?
MC: We're not celebrating. We're waiting.
R: What are you waiting for?
MC: The underwriters' attorneys to review the draft letter.
R: But it looks the same as the last letter you gave them. And it's 11 p.m. in New York.
MC: That was then, this is now.
MC: Yeah. Like I have time to read. Could you move away from our table? You're blocking my cell phone reception - they could call at any moment.
R: Sorry . . . can I have some calamari?
MC: Don't count on it.
3 hours later . . . 11 p.m.
R: So they are good with the last changes?
MC: Finally. I gotta go change one more "this" to "the" and then we're final.
R: Whew! I'm exhausted. Ready to go home.
MC: Oh, we're not going home.
R: But I thought you said you're almost final.
MC: Yeah, but we can't deliver it.
R: Why not?
MC: Because it's still today. The letter is dated tomorrow.
R: But it's tomorrow in New York.
MC: But it's still "today" on the west coast.
R: This is complicated.
MC: Tell me about it.
1 hour later . . . 12:00 a.m.
R: So . . . you can deliver it?
MC: Let's wait until 12:01 - just to be safe.
R: But it's 3 a.m. in New York . . . is anyone still awake?
MC: They are getting paid by the hour to stay awake.
R: Gotcha.
MC: There. Done. Let's roll.
R: Hang on, let me finish this trade. Just like the baby says . . . "click" . . .
MC: That's insider trading. You'll be forced to return all your ill-gotten gains. Talk to Martha Stewart about that one.
R: Hmmm.
MC: Besides, just because they are doing a deal doesn't mean you're going to make money. . . what if the stock price goes down?
R: Oh, don't worry. I also sold short.
MC: I'm out of here.
R: Can I touch your feet?
MC: Hmmm . . . I've slept 5 hours in the last 42 hours . . . what the hell? Knock yourself out.
Respectfully submitted,
The Wife

5 comments:

Betty Underground said...

This was AWESOME! I loved it.

Unknown said...

LMAO!

Now That's Comedy.

or should that be

Now, that's comedy?

Hmm, better check my E-Trade account.

:-)
Have A GREAT DAY!

DrChako said...

So this is why you don't come to bed anymore???

BWoP said...

Brilliant!

Can you make the circle around the depreciation and amortization number the same size as the circle around the interest number?

And the tick marks on page 5 are connected with a 45-degree angled slash. The ones on page 6 are connected with a 60-degree angled slash. Can you make them consistent?

And now you may use the word "bitch" and imply the *other* meaning . . .

I never quite understood the mania around comfort letters, but yes, everyone always wants to have someone else to point the finger at.

I'm glad it's over.

Anonymous said...

That was some of the best reading ever! I thought I had it bad because our base commander decided to have a 'fun run' at 0530 this morning in below freezing temperatures and decided that no one was allowed to wear hats or gloves for fear of looking non-uniform. We came home broken, lung-frozen and wind-burned red faces. But we were motivated! I felt so good, I came home and made an E-trade without researching the company.