出售风云：我们如何把公司卖给惠普

    1号公司显然被吓坏了，要求推迟谈判。我们知道瞒不过惠普。我们讲尽好话：“技术问题，数额很小，不影响公司价值”，心都跳到嗓子眼上了，却只有等待他们的反应。他们显然也有担心，但并没有掉头就走。我们总算松了一口气，但失去了谈判的杠杆，交易随时可能流产。

    唯一的希望就是让三家客户同意对合同语言做出小幅修改，从而维持原有的会计处理。理论上可行，但时间紧迫，客户又都是大公司。我们在闷热的会议室连夜加班，用电邮和电话联系客户管理层。难以置信，所有三家公司都召集律师在24小时内完成了修改，这是我们客户关系部门的重大胜利。财务重述终得避免！我们又重回谈判桌，不过现在只剩一个买家了。我们还能达成目标吗？

    心理大战：7月19日

    也许是感觉到优势回到了他们那边，惠普高管在第二天下午3点在惠普行政办公室举行的紧张会谈中突然把报价降到了13.75美元。本和我怒火中烧，但我们已经投入这么多时间和精力，而且没有其他竞标者。难道我们应该接受现实，任凭安永的无能让我们白白损失数亿美元？

    在回程的飞机上，我们意识到事情并不那么简单。我们的反应将至关重要，它不仅仅关系到交易价格，甚至关系到交易本身的生死存亡。如果我们不能毫不含糊的拒绝，他们就会明白，自己已经掌控全局。如果我们愿意接受0.5美元的降价，何不试一试1美元、2美元、甚至3美元呢？如果确实没有其他的竞争者，何不拖延谈判直至拖垮我们？再说了，这是一笔昂贵的交易：何不终止现有谈判，从新的低估值重新开始呢？

    我们知道惠普是剩下的唯一买家，但他们并不确定。该到“鼓起我们的全副勇气”的时候了。我们知会惠普，我们将在下午6:30召开最后的董事会会议，如果惠普不能恢复原价，我们不会推荐与其交易。

    1号公司仍然开小差，惠普也没有新消息，董事会会议召开了。怎么和董事们交代呢？难道说我们因为每股50美分的差价谈崩了？

    我们无须担心。下午6:35我的手机闪动起来，是惠普并购部门负责人的电话，他一定担心会失去收购机会。我们故意让他等了一会，最后我在7点回电，他说愿意提价到14.05美元。哈！虽然某些董事和管理层强烈要求接受报价，我们打定主意要回最后的20美分，为了坚持原则，也为了在这桩来之不易的交易中保持心理优势。15分钟之后，双方达成一致，将Opsware以每股14.25美元的价格售予惠普。我们筋疲力尽，但也兴高采烈。八年的历程终于熬到头了。

    Company 1 was seriously spooked and asked for a couple of days delay. We knew we'd have to tell HP. We put the best face we could on it—"technical issue, immaterial amounts, no impact on value, etc.". Hearts in our mouths, we waited for their reaction. To our intense relief, they reacted with concern but didn't walk. However, our leverage was gone and our deal seemed on the brink of collapse.

    Our only hope was to get the three customers to agree to a minor change in their contract language that would enable the original accounting treatment. Theoretically possible, but we were almost out of time, and these were huge corporations. Working through the night in a hot stuffy conference room, we started emailing and calling our executive contacts. Unbelievably, in a testament to the strength of our customer relationships, all three mustered their attorneys and got it done in 24 hours. Restatement avoided! We were back on track—but with only one bidder currently left at the table. Could we still get it done?

    Psych test: July 19

    Perhaps sensing advantage, HP execs suddenly dropped their offer to $13.75 in a tense 3 pm meeting the next day with Ben and me in their executive offices. We were furious, but we had come this far and we had no other live bidder. Maybe we should just suck it up and accept that EY's ineptitude had cost us a few hundred million dollars?

    Then, thinking on the fly, we realized it wasn't that simple. How we reacted would be critical, not just to the deal price but to the very survival of the deal itself. Anything less than an unequivocal rejection would signal to them that they were in the driver's seat. If we were now willing to accept $0.50 less per share, then why not $1 or $2 or $3 less? If there was really no one else at the table, why not drag out the process and wear us down? After all, this was a very expensive deal—why not terminate and restart at a much lower valuation?

    We knew HP was the only one currently at the table, but they couldn't be sure of that. We knew it was time to "screw our courage to the sticking-place". We informed them that we had scheduled a final board meeting for 6:30 pm and we would not be recommending the deal with HP for anything less than the original price.

    With Company 1 still AWOL and no word from HP, we started the board meeting. What the hell were we going to tell the board? Had we killed our deal over 50 cents a share?

    We needn't have worried. By 6:35 pm, my cellphone was lighting up with calls from HP's M&A guy, worried they were about to lose the deal. We made him wait. When I finally called him back about 7 pm, he told me they were willing to offer $14.05. Ha! Although some board members and fellow execs strongly urged us to take it, we resolved to go back for the final 20 cents as a matter of principle and to preserve the crucial psychology of a hard-won deal. Fifteen minutes later, we had an agreement to sell Opsware to HP for $14.25/share in cash. We were drained, but elated. Our eight-year journey was at an end.