âI need your advice.â
âWhatever I can do,â I told her.
âI had breakfast with Tom last Thursday morning, the day before he died. He was worriedâvery worriedâabout something at the company.â
âI was scheduled to speak to him on Friday afternoon, but I didnât know what it was about. He made the appointment with my secretary.â
My dealings with Grenthaler Media had been fairly limited of late. Iâd assisted with the sale of a set of trade magazines the previous year, but it hadnât been a particularly complex transaction, and Iâd shepherded it to closing with no major problems. Iâd appreciated that Tom had trusted Nancy Sloan and her faith in my ability to handle the deal without more senior supervision from Winslow, Brown. Many of our clients felt that they deserved to see a little more gray hair on the bankers who would be collecting hefty fees from the transactions they handled.
âI know. He thought you might be able to help.â
âHelp with what?â
âTom thought that someone might be buying up our stock in the market. Heâd noticed the price had been up a bitâeven though there had been no recent announcements that would explain any movement.â
I thought for a moment before responding. âI noticed the price increase. But the market as a whole has been pretty volatile. And even if Grenthaler hasnât made any announcements, announcements by competitors or suppliers or a whole host of other factors could account for the uptick.â When a company announced shifts in strategy or operations, it could alter the publicâs expectation for future performance, thus causing swings in the stock price. Moves by a competitor or a supplier could affect the price as well.
âI told Tom that it probably didnât mean anything. But he was also concerned about the volume of trading. He thought it was unusually high.â
âGiven that less than half of Grenthalerâs stock trades publicly, even a small bit of trading looks like a major increase in the number of shares changing hands,â I replied.
Sara controlled thirty-one percent and Tom Barnett controlled twenty percent of Grenthalerâs four million shares outstanding. Only the remaining forty-nine percentâabout two million sharesâtraded publicly. Each share was worth approximately $250, which valued the company as a whole at one billion dollars. The relatively small number of publicly traded shares meant that only an incremental few thousand shares had to change hands to create a spike in the usual trading volume.
Sara nodded in agreement. âI know that itâs hard to draw conclusions from the trading volume, but Tom was still concerned.â
Now my curiosity was officially piqued. âThat somebody might launch a takeover?â
âNo, it wasnât that. I mean, nobody could gain control of the company without buying shares from either me or Tom. He was just worried about someone else becoming a significant power in the companyâeven with a minority stake somebody can still start changing the composition of the board and influencing company strategy.â
âThat would have to be a pretty significant minority stake,â I pointed out. âThe investor would need to have at least twenty or twenty-five percent of the company to exert that sort of influence, and he would have to make a public disclosure to the Securities and Exchange Commission regarding his intentions once he reached five percent. Nobodyâs reached that threshold.â But even as I was saying this, I began to wonder if Tom had been right to be concerned.
âThatâs true. But it still makes me nervous. Especially now that Tom is dead.â
I had the feeling I knew where she was heading. âWould Barbara sell Tomâs shares?â Barbara was Tom Barnettâs widow.
âI donât think so, but Iâm not sure.