The Triple Threat

Mike Egan fits things together

Published in 2009 Georgia Super Lawyers — March 2009

Mike Egan is being asked for some illumination, a defining moment in the $14 billion deal he helped orchestrate last May between his client, Sprint, and Clearwire, and which involved such heavy hitters as Google, Comcast, Time-Warner Cable, Intel and Bright House Networks.

It's as if Egan, a mergers and acquisition attorney for King & Spalding, is being asked to explain the meaning of life. He leans back in his chair, shifts his weight, then leans an arm on the table.

"Nothing really stands out," he says, finally.

Well, how about one of those overwrought moments when the gloves came off and emotion spilled out on the negotiating table?

Egan smiles. "[Clients] don't want you pissing people off on the other side of the table. It is counterproductive to let emotions come into it and antagonize people."

So Egan, 52, has no hype or juice to add to one of the most significant communications deals in the last 10 years. It was a deal involving wireless technology WiMAX; the goal was to give Sprint a two-year head start over AT&T and Verizon, who are not yet ready with their own technology of next-generation broadband. The new company will be called Clearwire.

But to hear Egan tell it, you'd think he merged a couple of neighborhood pizza parlors.

A few days later, Keith Cowan, the president of Strategic Planning and Corporate Development for Sprint, and the man who sat next to Egan throughout the grueling negotiations, provides some insight into just what Egan did for 10 months.

"There was a whole lot of emotion," Cowan says. "So if you can imagine the United Nations, every country walked out, actually stormed out at different times. My God, there was a huge amount of emotion.

"My picture is Mike standing in the middle of all that and, at times, having to arm wrestle each party and, at the same time, hugging them and making them feel understood."

Sprint's partners in the transaction were bringing $3.2 billion cash to the table—and demands commensurate with their money load—and Egan, Sprint's lead counsel, was the M&A lawyer who herded business strategists and their lawyers to the goal line.

"If you think about it," Cowan says, "[we're] sitting in the middle of a negotiating table with the powers from the West Coast—Google, Intel and Clearwire—all with the best legal talent on the West Coast. Then we sat with Comcast, Time-Warner and Bright House, with the entire East Coast covered from New York to Florida with the best legal talent. And the role Mike had to play was, how do you take every issue—and with that many parties, there are thousands of issues—and not only protect Sprint's interests, but find alignment with all the other parties in the room?"

It took 80-hour weeks and all-nighters but Egan managed to bring endurance and coherence to a team of lawyers from multiple practice groups at King & Spalding.

"On one hand it is a lawyer's dream to have that opportunity; on the other hand it is a lawyer's nightmare when you are trying to manage the resolution of every issue across that many parties," Cowan says. "We had to make sure everyone kept believing it could get done and, frankly, there were very few believers at the beginning."

He adds: "I find it hard to praise a King & Spalding lawyer—having spent 14 years at Alston & Bird. My brethren there and I still play on a softball team. They will cringe if they see these comments about how well Mike did his job."

 

M&A lawyers are generalists—the last generalists, Egan says—but what they do is also granular, piecing together a position for their client from tax law, to labor law, to environmental law, to intellectual property issues. The case is in pieces and M&A attorneys like Egan, who calls himself an order and process freak, bring it all together.

"It is very high adrenaline," says Egan, who has been working on deals for 25 years. "When people are doing an acquisition, buying or selling, they are into it. You get the attention of the highest-up people in the companies involved in the transaction.

"I am a deal junkie. We would have the meetings up in New York with the Sprint deal and we would have 60 people in the room—that's when it is the most fun. You have sophisticated parties with smart lawyers, all in the same room. It is really a blast." He pauses. "My wife thinks I'm sick."

When Egan is talking about doing M&As in this era of M&As, he leans forward in his chair. If you want to see him revved up, this is it. He doesn't drink coffee; it's the deals that get him wired.

"He is the smartest guy I know," says Marshall Day, the retired chief financial officer of The Home Depot, who has known Egan for 25 years. "If I need to call a lawyer, I'm going to call Mike."

By the time M&A lawyers get involved with a deal, there has usually been a handshake on price between parties. Where the deal gets complicated is with due diligence, market fluctuations and the introduction of third parties.

Some M&A lawyers are belligerent while negotiating price; Egan doesn't like that approach.

"Think about it as a pie. What you are really negotiating [is] how big a piece you get and how big a piece they get," Egan says. "The right answer is a perfect balance between achieving as much as you can between people on that side of the table and people on your side of the table."

It's what's known as the art of the deal and Egan believes in it as much as he believes in the science of the deal—the law he uses to back up his position.

"You have to get a feel for the personalities," Egan says. "It depends a lot on how experienced the people are on the other side of the table and what their temperament is. You might be doing a deal where your client is buying a family-owned business and they have never really done much in the way of M&A transactions. You don't want to come across as threatening or a know-it-all. The other end of the spectrum is you are buying a company from a private equity firm that is represented by a very sophisticated New York law firm."

"Mike is unusually effective with clients and he is unusually effective in terms of building teams," says Robert Hays, the chairman of King & Spalding. "Working with lawyers is like herding cats anyway, you have to be firm enough to be directive, but also make people want to work for you and go the extra mile and be ruthlessly responsive to whatever the client needs to get the deal done. Mike manages to do all that."

 

In the den of his Atlanta home, Egan displays souvenirs from one of history's greatest M&A deals. He may be known for his poise at the negotiating table, but Egan used a hammer—and not the metaphorical kind—to get these things.

They are chunks of the Berlin Wall that Egan and his wife knocked loose when the Wall fell in 1989. At the time he was representing Coca-Cola in Germany for King & Spalding.

"As a lawyer, [being in Europe] was the best thing that happened to me," says Egan, whose undergraduate degree is from the University of North Carolina and law degree is from Harvard. "You go to law school in the United States and you learn a certain way. I was [in the U.S.] practicing law for six years, so you can get content to fall into a pattern of doing things.

"Going over there, particularly at the time the Wall was coming down, there was enormous turmoil, and I worked on deals in eight or nine different countries. It caused me to step back and look at things anew because, over there, A plus B did not necessarily equal C. It really improved me as a lawyer and caused me to think more fundamentally about situations and problems and issues."

He remembers how old-school some things were in Europe when he was at negotiating tables as a 30-something lawyer. The gray hairs around the table were supposed to conduct the business, but Egan could not help himself and jumped in.

"Twenty years ago, people expected a senior lawyer, the gray-haired eminence, 55 to 60, to be the lead and have a certain gravitas to them," he says. "So to have a 30-year-old punk from the United States sit down and start negotiating with principles on the other side was, well, it was not very well received. A few times after the meetings, I was sort of pulled aside by the clients and told ‘Look, they think you are a little too verbal.'"

Did he shut up? "I just tried to be a bit more selective about when I opened my mouth," he says.

He continues. "The absolute of client service is responsiveness," he says. "You have to return those e-mails as quickly as possible, you have to return those phone calls as quickly as possible, you have to turn those documents around as quickly as possible. That is an absolute. If you are not responsive, you are not doing your job. I tell that to our young lawyers all the time."

"Mike is brilliant, but he is not so brilliant that he can't relate to everyday people," Day says. "He is a very down-to-earth guy."

He's also a sports nut. Just talk to him about North Carolina basketball. Or mention a name in sports history—like the 1959 Heisman Trophy winner.

"Billy Cannon, there's a name. The famous Halloween Night run against Ole Miss, 1959," Egan says, recalling Cannon's 89-yard touchdown run under the lights in Baton Rouge, which kept the Tigers undefeated.

Yet when Arthur Blank, a co-founder of The Home Depot, wanted to buy the Atlanta Falcons, he didn't exactly call Egan for his knowledge of sports. "Mike has an innate ability to consider both sides of a negotiation and work toward a consensus in such a way that he wins for his client, but also makes the other side feel good about the solution," Blank says. "He has a unique combination of legal skills, teamwork skills and real-world skills that make him a triple asset to any client."

Egan is one of six kids, the son of a prominent Atlanta attorney. He always knew he was going to be a lawyer. Just don't suggest that King & Spalding is lucky to have him.

"Everything I have accomplished I owe to this law firm," Egan says. "There are teams of fine lawyers here. Me, as an M&A lawyer, I just fit things together."

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