Chapter 19 - The Second Refinancing
Ten years after wedding, Mercer Heritage refinanced again.
This time nobody moved a wedding.
Nobody opened luggage.
Nobody whispered family.
Debt now $41m.
Company wanted $52m facility for renovation and acquisition.
Major secured borrowing still required 75%.
Cap table:
Employee trust 39.
Me 24.
Julian 22.
Victoria 15.
Voting.
The packet arrived six weeks early.
Complete.
Debt schedule.
Property cash flow.
Related-party schedule.
Side agreements.
Schedule C certification.
Dad’s five items.
I smiled.
Laura Kim called:
“You’re laughing.”
“My father would be unbearable.”
Then shareholder vote.
Employee trust yes.
Me yes.
Julian yes through direct electronic vote.
Victoria abstained because limited understanding/acquisition concern.
Total approval 85%.
No pressure.
Then NorthBridge no longer lender; diversified consortium. Fine.
Acquisition succeeded.
Company bought two Wisconsin boutique hotels.
Integrated.
No hidden family payment.
That vote felt like closure more than sentencing.
The rule worked.
Then board named conference room:
MARLOWE-MERCER GOVERNANCE ROOM?
Too corny. I objected.
They named nothing.
Good.
Dad would prefer.
Then employee trust increased over years.
Julian offered to sell another 7% as he wanted cash for new life and reduce exposure.
Employee trust bought at fair value.
Victoria later sold remaining 5? Let's plan final cap table:
Employee trust eventually 51%.
Elena 20% after selling 4 to trust.
Julian 15%.
Victoria estate 14? Hmm if she dies later maybe shares sold.
Could make company majority employee-owned eventually. Nice.
At year 15:
Employee trust 48.
Elena 20.
Julian 17.
Victoria 15.
May you like
Then Victoria dies and estate sells 10 to employees, 5 to market/institution. Employee 58. Great.
But no need overcomplicate.
