Chapter 13 - THE NORTHBRIDGE REVIEW
The independent committee reviewed the sale from the beginning.
Market bids.
Appraisals.
Renovation obligations.
Debt.
Management contracts.
Related-party ownership.
The original $486 million offer was not a steal.
After accounting for required capital improvements, it fell within a plausible range.
Still, the management contract was too favorable.
Independent bids showed comparable management could be provided for materially less.
Northbridge revised.
Base price increased modestly.
Management term reduced from ten years to five with competitive renewal.
Transition fee cut from $8.4 million to $4.1 million based on documented systems work.
Full ownership disclosed.
Judith and Trevor’s indirect interests required recusal.
My Caldwell trust’s consent right remained.
I approved the revised transaction after Rebecca and Hanover reviewed it.
People asked:
“How could you approve anything connected to them?”
Because governance is not revenge.
The company employed hundreds.
Properties needed capital.
Northbridge had a good offer once the conflicts were fixed.
My father’s covenant existed to force scrutiny, not to let me burn assets to punish a family.
That decision changed me.
I could say no.
I could also say yes after terms became fair.
No did not need to become identity.
The sale closed eight months later.
No family dinner.
No private signature ceremony.
Electronic documents.
Independent counsel.
Recorded authority confirmations.
Boring.
Exactly right.
Judith’s Silver Birch entity received only its lawful share of reduced management economics after criminal and civil claims were accounted for.
Some interests later forfeited or sold.
No total confiscation.
Trevor’s personal stake remained subject to legal restrictions and restitution.
The company survived.
Then the board asked me to join.
“No.”
I had two dead sons.
One living daughter.
A career in nonprofit communications I had barely resumed.
I did not need a board title to prove I had won.
Hanover represented my trust.
I kept my voting information rights.
May you like
I read.
That was enough.
