Free The Underwriting by Michelle Miller Page A

conference room table and said, “You brought a crew.”
    â€œPromise this is the full team,” Todd said. Josh ignored his extended hand, so he shifted it to the woman instead. “I’m Todd,” he said with a dazzling smile. Did he ever stop?
    â€œRachel Liu,” the woman’s precisely lined red lips spoke. Her hair was done in a thick bun and she looked decidedly not San Francisco. “I handle PR for Josh and Phil.”
    â€œPhil likes to keep Rachel in the loop on most things,” Nick explained.
    â€œI think I’d feel the same way,” Todd said, grinning. She offered a thin smile in return.
    With the sexual tension established, they all sat down, the New Yorkers across from the Californians, all of them under the age of thirty-five, to discuss the fourteen-billion-dollar valuation of the dating app company.
    â€œSo I printed an agenda,” Nick said, passing around a sheet of paper. The first item was “Presentation of L.Cecil’s capabilities.”
    Tara looked at Todd: Hadn’t they already won the deal? Why did they need to present a pitch?
    Todd looked at the sheet, equally confused, then looked back up at Nick. “We didn’t bring a pitch,” he said carefully. “I thought it was decided that we were working togeth—”
    â€œIt has been,” Josh interrupted. “I signed the contract this morning.”
    Now Todd was confused. “Who gave you a contract? I’ve got the papers right here for us to review.” He indicated the stack in front of him.
    â€œHarvey Tate and I worked it out yesterday. I faxed over the agreement this morning,” Josh said without interest in where the confusion had occurred.
    â€œWhat?” Todd said. “What did you agree to?”
    â€œFirm commitment. One percent fee. Target date May eighth.”
    â€œOne percent?” Todd voiced Tara’s own reaction. These deals usually went for six to seven percent, a point or two higher when there was a firm commitment, which meant the bank was responsible for buying any shares that didn’t sell in the initial float. How had Harvey agreed to those terms, and how had Todd not known?
    May 8 was also just two months away—she’d never heard of a deal ever happening that fast.
    â€œI—” Todd started, but he was interrupted by Phil Dalton, who entered the room jovially. He was six-foot-three and looked like a cross between Ronald McDonald and Chris Noth.
    â€œWhat’d I miss?” Phil asked the room, taking a seat next to Rachel and leaning in enthusiastically. In addition to making over two billion dollars on his investments in Silicon Valley’s most preeminent social media companies, Phil Dalton had established himself as a “mentor capitalist” in Silicon Valley, the self-appointed advisor to entrepreneur-wannabes, whom he was happy to advise in exchange for a significant cut of anything they ever produced. Tara found the whole construct bizarre and hard to take seriously.
    â€œWe were just going through the deal terms,” Nick said, straightening in his chair. Tara looked between them. Nick was, evidently, one of Dalton’s aspiring protégés.
    â€œDid we discuss how much we’re going to sell in?” Phil asked. Founders and early investors like Phil used IPOs to sell their shares into the deal in exchange for cash. They had to disclose how many shares they sold, however, and selling too many made it look like they didn’t have confidence in the company’s continued growth.
    â€œHow much do you want to take out?” Tara asked.
    Phil seemed to notice her for the first time. “Sorry, who are you?”
    â€œI’m Tara Taylor, I’ll be your point from the Equity Capital Markets side of things.”
    â€œAh, yes. I was told to keep an eye on you,” Phil said. Tara blushed, not sure who would have given such an instruction. “I’d like to