Chapter 15 - THE REDWOOD REVOTE
The special committee completed review.
Redwood remained best buyer after updated market check.
Two competing offers:
$306 million.
$325 million but with weaker financing and higher execution risk.
Redwood:
$321 million revised after diligence.
Good.
Carter Alpine lost automatic ten-year management contract.
Instead, Redwood accepted a three-year transitional operations agreement subject to performance benchmarks.
Fee reduced substantially.
Transition fee:
$5.4 million.
Closer to market.
Caroline’s Pierce Advisory Trust had to divest its interest due conflict and disciplinary restrictions.
Theresa and Mitchell disclosed ownership fully.
Their economic upside remained.
Smaller.
Transparent.
The Brooks trust approved.
I signed an acknowledgment.
In my own apartment.
With Rachel.
After reading every page.
The transaction closed.
No dinner.
No Pine Hollow.
No family toast.
Email.
Electronic signature.
Direct verification.
Boring.
My father would have approved.
Then Hanover considered remedies for the false prior consent.
Conversion into Carter voting shares remained available.
I asked Meredith:
“What is best for the trust?”
“Redemption.”
“Meaning?”
Carter Hospitality would buy out the preferred position at negotiated value.
“How much?”
Approximately $13.2 million including accrued return.
That ended the Brooks-Carter financial tie.
I agreed.
Independent committee agreed.
No hostile conversion.
No revenge.
Theresa kept company shares.
Mitchell kept his.
The Brooks trust took cash and diversified.
The company survived.
Employees stayed.
Redwood renovated properties.
No collapse.
No one needed my marriage to close a commercial deal.
Then federal prosecutors? The financial conduct crossed state lines but could be handled state. Let's keep state financial crimes unit and possible federal bank. The lender communications were interstate. U.S. Attorney opened inquiry.
Mitchell faced potential charges:
Identity misuse.
Wire fraud conspiracy.
False statements.
Caroline cooperation.
Adrian? None.
Theresa’s role narrower.
The government did not charge the whole Redwood deal as fraud.
Good.
They focused on the false consent and misrepresentation.
Mitchell’s lawyers sought plea.
He did not want trial.
Then Caroline entered a narrower plea to false certification and conspiracy, subject to professional discipline.
No prison maybe probation/home confinement given cooperation and no prior.
Mitchell’s exposure larger because he used my credentials and misrepresented approval.
I felt nothing when told.
Then Rachel said:
“You’re dissociating.”
“I’m tired.”
“Also possible.”
I booked a trip.
Alone.
Three days in Maine.
No family.
No documents.
First night, I ordered room service.
A grilled cheese.
On my birthday months earlier, Theresa had thrown a pot because I would not cook.
Now a stranger delivered food, said:
“Enjoy your evening.”
And left.
May you like
I almost cried over soup.
Healing is embarrassing sometimes.
