Chapter 8 - I FILED FOR DIVORCE BEFORE THE BOARD VOTEI filed on Wednesday morning.
Not because the board meeting was Thursday.
Because I knew waiting would make every business decision look like marital leverage.
I wanted the line clear.
Divorce:
Personal.
Preferred consent:
Corporate.
Sterling House:
Asset.
Andrew's slap:
Separate conduct.
The affair:
Relevant to marriage, not corporate governance by itself.
Clarity protected me.
It also protected Sterling.
Andrew's attorney immediately accused me of weaponizing my preferred shares.
I expected that.
So I did something he did not expect.
I sent the board a written statement:
My marital dispute will not determine my vote. I will approve any transaction that is fair to Sterling Holdings, compliant with existing covenants, fully discloses related-party interests, and does not improperly transfer value away from protected shareholders.
Thomas Wynn called.
“That is very lawyerly.”
“Naomi wrote half.”
“I guessed.”
The independent directors commissioned a fairness review.
Thursday's vote was postponed.
Andrew exploded.
He came to my office building.
Security stopped him in the lobby.
He called.
“You are killing the refinance.”
“No.”
“You know the lender can walk.”
“They can.”
“Then approve it.”
“No.”
“Why?”
“Because the structure is bad.”
“That's subjective.”
“That's why we have a fairness opinion.”
“Marianne.”
His voice dropped.
“You know what happens if this fails.”
“Tell me.”
“Projects freeze.”
“Maybe.”
“People get fired.”
“Maybe.”
“Mother's guaranty remains.”
“Yes.”
“Sterling loses credibility.”
“Possibly.”
“And you're willing to risk all of that because I slept with Brenda?”
“No.”
Silence.
That answer had power now.
“I am willing to delay a transaction because you created a related-party entity to receive protected assets and concealed its ownership from the board.”
He breathed hard.
“That entity can be changed.”
“Good.”
“Then approve.”
“No.”
“What else?”
“Debt terms.”
“What about them?”
“Too much leverage.”
“We can handle it.”
“You said that in 2018.”
He hung up.
The board review uncovered something uncomfortable for me too.
The refinancing itself was not inherently bad.
It lowered average interest cost.
Extended maturity.
Provided construction liquidity.
Some asset transfers made operational sense.
I had entered the process expecting Andrew's entire plan to be corrupt.
It wasn't.
That mattered.
Only certain pieces were problematic.
Sterling Management Partners.
The insider economics.
The leverage level.
Weak controls around related-party valuation.
The board could fix those.
I had to accept that.
If I blocked the entire transaction solely because Andrew hurt me, I would become exactly what he accused me of being.
So I worked with the independent committee.
Not with Andrew.
The revised structure removed Brenda.
Then removed Andrew's personal LLC entirely.
Protected assets stayed wholly within Sterling-controlled entities.
The company reduced new borrowing by twenty million.
Evelyn's guaranty would still be released.
Fair.
That should have ended the conflict.
It didn't.
Because Andrew had another reason he needed the original structure.
One we had not found.
Friday morning, Susan Park called me.
“We reviewed Sterling Management Partners' bank instructions.”
“What about them?”
“There was already an account.”
Of course.
“Funded?”
“Yes.”
“How much?”
“Fourteen million.”
I sat up.
“From where?”
“A Sterling Holdings subsidiary.”
“When?”
“Three weeks ago.”
Before board approval.
Before preferred consent.
Before asset transfer.
Andrew had already moved money into the entity he claimed was only a proposed structure.
Now the board was not debating a future plan.
It was investigating a transaction that had partially happened.
May you like
And Andrew needed Thursday's approvals not merely to move forward.
He needed them to make something he had already done look authorized after the fact.
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