LIN

"The McCaw strategy involved sending several different messages: to convince LIN shareholders that the better deal was with McCaw; to persuade others in the cellular industry that McCaw was the better steward of LIN's critical licenses; and to build pressure on BellSouth through political means and by convincing them they were in a fight with a ruthless opponent. Normally eager to avoid reporters, McCaw started sending signals through the news media that he wanted LIN at practically any price. McCaw compared his company to anti-imperial Scottish warriors, the Islamic Jihad, and the anti-Soviet Afghan rebels. "We want them to think we're maniacs," he told Forbes magazine. He sent John Stanton, Rufus Lumry, and other McCaw executives on a worldwide trip to raise money from bankers who were privately assured that McCaw would make no crazy offers. The group raised $5.5 billion—proof that Craig McCaw was not dependent on Michael Milken, who was about to have serious trouble with the law. Meanwhile, on Wall Street, the McCaw team tried to raise doubts about BellSouth's offer by pointing out the Material Adverse Change (MAC) clause in the Baby Bell's offer. Routinely used by many compa- nies in buyout offers, the MAC clause allowed the cautious BellSouth an out if problems erupted. The McCaw company had similar outs in its offer, but the team stressed how long Bells usually took to close deals compared to McCaw's history of rapid closures. A slow-as-molasses Baby Bell deal, they implied, stood a good chance of triggering the MAC clause and killing the whole arrangement. Other McCaw aides tried to make political trouble for BellSouth, telling state regulators that the LIN deal would drive up local charges or violate agreements. Two U.S. senators from Washington State agreed to introduce a bill to block BellSouth. Then came McCaw's flanking maneuver, what Perry calls "the beginning of the end" for BellSouth."

"He urged his McCaw employees to welcome their new partners from LIN and learn from them: We must be very careful not to raise ourselves up by putting other people down. The more successful you become, the more humble you must be, for people don't like those they perceive to be both successful and arrogant. . . . We stay ahead by keeping our eyes open and our minds flexible to new ideas. The spirit within us must burn with intensity, knowing that the further we come, the tougher it is to avoid losing our way."

"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"