PR as Strategic Asset Protection

"Drafts of McCaw lending agreements were written and rewritten, studied and lengthened, a tedious process usually done without McCaw's direct involvement. The agreements became very compli- cated—which is exactly how the McCaw teams wanted them. They wanted long, intricate, crushingly ornate loan documents. "The more complicated it was, the more I enjoyed it," says Hooper, who had to do the required reporting on the agreements. "I thrived on the chaos. We loved complexity, because in it we found flexibility.""

"To further sweeten the picture, Lumry and Hooper did everything they could to shift costs from daily expenses to capital accounts, where spending would not count against cash flow (that is, revenue left after operating expenses). Nearly everyone in the organization focused on CFAM, cash flow after marketing. Was that dollar spent on just main- taining something—an operating expense—or on extending its useful life—a capital expense? If a plausible case could be made for the latter, then that's where the money would be slotted. For example: Didn't Cal Cannon spend a lot of his time overseeing construction of that new plant? Sure. So 30 percent of his salary became a capital expense, and CFAM looked rosier. How about Cal's staff and their expenses? Same thing. Independent auditors accepted the shifts. "We got to know the accounting rules very well. We really stretched the definition of 'expanding the useful life of an asset,' " Hooper says with a laugh. Moreover, as the McCaw organization did more borrowing, Wayne Perry, Rufus Lumry, Steve Hooper, and others carefully worked over the loan agreements to give the company wiggle room. The McCaw team fogged definitions of debt or capital expenses, built "back doors," and otherwise structured agreements to follow Craig McCaw's oft-repeated dictum, "Flexibility is heaven.""

"The McCaw offer put LIN into play, because management did not own enough of the company to unilaterally reject a buyout. Now anyone could top the McCaw offer. But the McCaw team had planned its moves carefully, having studied LIN's finances, its management, and its strategic position, as well as other potential bidders, such as South- western Bell, US West, and even the big-daddy long shot, AT&T. Perry called it "reverse engineering" any potential opposition, and it wasn't that hard to do. Because of McCaw's many partnerships and the avail- ability of public documents filed with the FCC, positions were relatively easy to assess. "That was all in the mental database," says Perry. "If you have to hire people to come in and do that, it would have taken forever." As a result, "we knew more about LIN Broadcasting, the people who could buy LIN, the regulatory issues, the taxes, the [legal"

"environment], the Harte-Scott-Rodino [antitrust] issues—we knew more about LIN Broadcasting when we launched that bid than LIN Broadcasting knew about itself.""