Page 438 - WhyAsInY

Why (as in yaverbaum)
There seemed to be no place for me, until I introduced myself to someone who motioned me to a chair that was pulled over to the aircraft carrier of a conference table. It was, as you might expect, on the side opposite the non-windowed, unadorned, long wall. Fortunately, I was seated somewhere near a corner of the table that was not encumbered by stacks of paper, and I was placed next to a person who must have taken pity on me. (Could it have been my relatively new briefcase?)
This was good, as that person gave me the lay of the land: His bank held the existing first mortgage and would be paid off in part by a bank making the new first mortgage loan; his balance would come from a new second mortgage loan that would be provided by Investors Funding Corporation, a public company that was known as IFC; the existing third mortgage would not be paid off but would remain a lien and be subordinated to IFC’s large second mortgage loan; there were lawyers for the seller; there were lawyers for the purchaser, Realty Equities; there were lawyers for Realty Equity’s outside investors; there were lawyers for all of the lenders; there were lawyers for various large cred- itors of the seller; and, most relevant to me, as it turns out, there was a partner in Simpson Thacher & Bartlett, a large and prestigious law firm. He represented a company that was owed money by the purchaser. Of course, there were also the ubiquitous title closer and the kid from Rosenman. (Got all that? I’m not sure that I did.)
But, clearly, there were people who were missing. People kept walk- ing in and walking out, but none were identified to me as real principals. Where was, for instance, Morris Karp, who was the president of Realty Equities, the purchaser? And where was (now, reader, take note of this name) Norman Dansker, the president of IFC? Or the president of the seller? And where was the negotiating that I had naively hoped to wit- ness? The answer was simple: As I was to learn, real negotiating rarely takes place in the closing room, and real principals (the people who are in charge) hardly, if ever, appear, even, in a lot of cases, to sign docu- ments. No principal ever entered this closing room, but it was clear that things were happening all around us. After all, papers were being con- tinually torn in half. In fact, as my next-door neighbor told me, the
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