Thursday, February 3, 2011

Happy Birthday to Me!

I arrived.

At my big 6-0.


Better than intact.

The feeling of exhilaration washes over me. Energizes my being. Good things are in store.

It is an auspicious birthday. The Eve of Chinese New Year. The year of, well, me!

The 'me' in the sense that I have an exciting agenda that is unfolding. Promising to say the least.

And, I feel good. Invigorated. At peace. Joyful.

My dolphin energy abounds.

I am ready for this, my seventh decade!

Finally comfortable with the woman I have become. My inner strengths. My resilience. My playfulness. My vitality.

Gracefully I smile as I face forward and stroll into the mellow sunshine of my future.


Monday, January 31, 2011

It's almost here!

Today we spent a lovely afternoon at a most delightful table by the sea. Not al fresco. No. That would have been crazy in the twenty degree weather. But close enough to enjoy the sunshine sparkling across a flat winter ocean. Gorgeous.

So there we were. My gorgeous Mom, my darling sister, her husband my dear dear friend and my step-father. The only ones missing were my precious Charlie and my sweet sister Mary who is enjoying the warmest of weather in her home on the other coast.

It was my 60th birthday celebration. A little early due to another impending blizzard. Special. And a day that I'll treasure. Imprinted indelibly. A memory maker. A sliver of rich dark chocolate mousse cake adorned with a raspberry glaze and a dollop of fresh cream. Forks all around. Smiles deep and broad. My loves. My family. My treasures.

I am almost there. Oz. The sparkle and contours of my yellow brick road has beckoned these past twelve plus months. Leading me in a most circuitous route through the magic of revisiting old friendships to the joys of making new ones. From reliving prior relationships, to forging forward. Circumnavigating a few rocks strewn not so casually across my path. Gracefully strolling on. My smile glistening. My eyes a'sparkle. My heart open.

I enter my seventh decade with a stronger sense of self. Proud of the woman I have become along the way. Empowered by my successes. Humbled by the hiccups. Liberated from preconceived notions that fastened me to a predetermined set of expectations. Free to be me.

The runway shortens. Yet my opportunities seem boundless. I look forward with the greatest and most sincere joy to what lies ahead.

Cheers to becoming the me I was destined to become. Cheers to my brilliance in imagining the possibilities. Cheers to adventures and discoveries just around the bend.

I am well on my way. Look out world! And it is not even Groundhog's Day yet. Just think!! More, much more, to come.

Wahoo! Almost happy birthday to me ...

Saturday, January 29, 2011

I was screwed last night ...

... and the screwing got me good. Tight penetration. Difficult to twist. Then all the way in.

Sadly, this is not at all what you are thinking.

Not even close!

My my that would have been a lovely pleasure. A dirty secret dream.

But noooooooooooooooo. No such luck.

My screwing involved a glistening sleek, hot off the BestBuy register, straight out of the box, tough to fit into place oval stand brand spankin' new flat screen television.

Couldn't get it in. Neither of 'em. And lordy I tried. Hard and long.

The two teeny screws not quite the correct length (size does matter) to slip easily into the openings firmly attaching the stay-in-the-box until tightly fastened screen. Three Phillips screw drivers, a pair of rusty pliers and wire pinchers were needed to guide the screws deeply into the pre-cut holes.

Tightly. No wobbling to undermine the soon to be pulsating signals from my sensitive to the touch, no chemicals allowed, pixillating voyeur into the depths of humankind broadcast throughout the night. Awakening even the most solemn deep sleeper.

Not easy. Not one bit.

I am out of commission. Way more than I imagined. My nearly sixty year old self limply gripping the rubberized tools. The ones from the shiny red metal tool box gleaming like a fire engine that recently replaced the tattered Barney's bag holding what I know now to be useless hardware.

But with sheer determination. I twisted until it went in deeply. First the right, then the left. Success!

I have finally arrived. A decade into the new millennium. Resisting until now the sex appeal of the sleek gadgetry of the 21st century. The plug and play allure ... tantalizing me. Luring me to ditch my fifteen year old analog VCR combo and run head first into the decadence of gazing mindlessly into my new lover's high definition face.

Loyalty be damned. I am hooked. Lusting after the clarity. Charmed by its newness. Its youth.

Cheers to all things electronic and their ability to at once deflate and excite me!

Finally ...

... after nearly three months of law, law, law there is touchdown.

A connection to the me that was.

My prior life. The one in the steel and glass scrapers of the sky in Manhattan. Connection.

Now it is personal. And maybe, just maybe, there is a place for me after all as an integral part of a legal team. God, I was hoping.

Corporate law. Commercial transactions. Litigation of perfected priorities, ownership rights, use of intellectual property.

NOT, and I repeat NOT, prostituting the courts with personal melodramas of "he said, she said, and I don't care what you said because I am right" and who the hell really cares?

Or the proliferation of product liability cases where ... of course, dumb ass, if you stick your penis in a vacuum hose for a thrill that you'll get that jolt ... it just might be electric in the real sense of the word. Gheesh.

So now it hits home. My home. Yay. A discussion question on the online boards re just what floated my professional boat three decades ago. The germination of my interest, nay passion, in consummating a deal. The thrill of the negotiations. The exhilaration of closure. Ahhhh!

Having spent years on the proverbial other side of the table as senior lender syndicating mega-million dollar credit facilities among multiple money center banks, the due diligence that I undertook coupled with the preparations for these humongous closings took considerable time and the coordination of a team of many, many players.

Always, and I mean always, these deal ran to the wire. The last possible moment before the deal fell apart due to expiration dates on purchase agreements, etc. Invariably these were on a Friday. Or the last day of the month. And more than I care to remember, the last day of the calendar year. Goodbye week off between Christmas and New Years. Hello prickly sofa in a Wall Street law firm in between rewrites of documents being negotiated to the 11th plus hour.

And, all of these HAD to be signed, sealed and delivered (i.e., UCCs files in multiple jurisdictions, mortgages recorded and released if necessary, etc.) BEFORE funds were wired anywhere. And with a 2 PM cutoff, it made for a hectic, exhausting but somehow energizing final few hours. And to top it off, more than a few deals also involved assets being secured in Louisiana where French law is still in place. Don't even ask!

So here I am on the legal team. Not the client. And wow, there is as much due diligence, if not more.

Steps I'd take to conduct and finalize DUE DILIGENCE for a $10,000,000 secured revolving credit would entail:

-- Discuss terms of deal, parties, jurisdictions, timeline with my supervising attorney.
-- Start a file for all documents in preparation for the closing and to satisfy the opinions to be expressed in our law firm's Opinion Letter.
-- Create a Due Diligence checklist based on the discussion with the supervising attorney, the term sheet, etc. to be used also as a basis for the Closing Checklist and Closing Books.
-- Review term sheet, bank's letter of intent, Bank's commitment letter for deal specifics (amount, rate, term, maturity, repayment schedule, prepayment penalties, assets to secure facility, negative and affirmative covenants, reps and warranties, personal guarantees (if any).
-- Determine salient facts of transaction.
-- Review financial statements of entity and personal guarantors.
-- Confirm business entities involved actually exist and are in good standing in states of organization.
-- Check to ensure that if they are operating in multiple states that they have duly registered as foreign corporations and entitled to do business there.
-- Review bylaws and actions of the board to ensure that entity is empowered to enter into the credit facility and can encumber its assets.
-- Also for signatories who will execute documents. They must be empowered by board and duly authorized to sign on behalf of the entity to pledge assets, borrow funds, etc.
-- Identify and review financial statements of parties.
-- Identify and review all assets of parties to ensure they exist where they are said to (inventory, A/R, deposits, equipment, buildings, etc.)
-- Review licensing agreements and other IP for changes of control, transferability, assignment issues.
-- Order UCC and title searches.
-- Prepare UCC-1 and mortgage filings.
-- Keep copies of all documents received and provide draft (version) control for all red-lined changes in security agreement, etc.
-- Blah, blah blah

In essence, my responsibility is to ensure that based on due diligence and proper filing of all financing documents that all is accurate and there are no errors or omissions. That the senior attorney on the case can opine as to the points in the letter to the client. Daunting to say the least!

For the CLOSING, I would prepare the following:
-- Closing Checklist of all documents needed to be signed
-- Stickies on all documents (and enough signature pages for multiple copies) where signatures and dates are required
-- Copies of all documents from due diligence phase together with recording and filing documents (UCC-1s, Mortgages) in order so that they can be accessed or referred to as needed during the closing.
-- Verification of time and date and location filings are recorded before funds can be wired. This is critical.
-- The completed file will serve as the basis of the Closing Books.

Whew ... and it is not over yet. Follow up on open items with copies (and conformed copies) of signature pages or pages with initialled changes included in respective document.

And I am certain I left something critical out of the mix. But hey ... at least I am back in the game. Sidelined no longer.

Cheers to new beginnings and the everlasting ability to reinvent my professional self ... and why my musings have been delayed since October!!