Due Diligence: A Thriller (19 page)

“Becky’s going back to school on Monday. She’s still a little sore.”

“Monday, huh? How long is that. Ten days?”

Gelb grimaced again. He took a sip of his coffee.

“You want to watch that, Lyall. Coffee’s a killer if you’ve got an ulcer.”

Gelb nodded. He rubbed his stomach. Wilson watched him uneasily. Stomach pains. He didn’t like the sound of that.

“Okay,” said Wilson. “Let’s think about this. You think the leak came from someone at Dyson Whitney, like it says in the article?”

Lyall shrugged. “What do they get if they kill the deal?”

“That’s what I think. What about someone else? Disgruntled employee. They’d have to know the finances. You got someone on your team who might have done it? Someone you let go recently?”

“You know I try to treat everyone decently, Mike.”

“Yeah, I know,” said Wilson. Good Christian. Such high morals.

Lyall winced again.

“Get the security stepped up,” said Wilson. “Review anyone who’s got access to your data.”

“My team’s good, Mike. No one even knows there’s a deal except Dave Sagger.”

“What about him?”

Lyall shook his head.

“Okay. Will you just review the security, Lyall?”

“Okay.”

“So what else do we do?”

“It could be anyone. Anyone with an ax to grind. You’re probably right, Mike. It’s probably some ex-employee who saw the results and thought, Okay, let’s do it.”

“Why now?”

“Who knows?”

Wilson nodded. Then his expression changed. “No. They knew about Dyson Whitney. Whoever it is must know there’s a deal. We’ve never used Dyson Whitney before.”

“I don’t know, Mike. Word gets out. You know the banks. Dyson Whitney’s probably leaked the fact that they’re working with us to help them get some other client. Doesn’t mean they’re saying anything about a deal. The Street picks it up … then some journalist gets a call from someone peddling some other story about our revenues, he puts it together, comes out as one. Makes it look like the story came from Dyson Whitney to conceal his source.”

“But they still leaked!”

“Yeah, but not this. Not the deal. Just the fact that they’re working for us. Realistically, you’ve got to expect that.”

“I’m going to give them a blast,” said Wilson.

“Go ahead.” Gelb shrugged. “Give them a blast if it makes you feel better.”

Mike Wilson shifted disconsolately in his seat. He wanted someone to blame. Someone he could yell at. Someone he could string up and flay.

“Mandy Bellinger says she might have an idea about how to track down the source,” he said at last. “I’m going to give the guys at Dyson Whitney a blast in case anything came from there. You know, I got fucking Merrill on my back now.”

“I know. I’ve been dodging calls from Dave Bracks all morning.” Gelb winced again.

Wilson watched him anxiously. “You should see a doctor.”

Gelb shrugged. “It’s the coffee.”

“You should try some milk.”

Lyall nodded.

Wilson got up and went to the window, looked down at the river. A line of barges made its way downstream. He turned back to Gelb. “What are we going to do about Bassett?”

Gelb didn’t reply.

Wilson looked at his watch. Almost eleven
A.M.
That would make it almost five in the afternoon in London. The board of BritEnergy had conditionally approved the deal the previous day. But a board could withdraw its approval.

“He would have called you,” said Lyall, knowing what Wilson was thinking.

“Still might.” Wilson checked his watch. “You or me? What do you think?”

“It’d be more courteous for you to call him, Mike.”

“No, I was thinking you might call their CFO.”

“Finance director, Mike. They call them finance directors over there.”

“Whatever. What’s his name again?”

“Oliver Trewin.”

“You want to call him?”

Lyall was confused. “Sorry, how does that work?”

It was what Mandy Bellinger had been saying. Wilson was just extending the idea. Play everything down. Make it sound so small it wasn’t even worth talking about.

“If I call Bassett,” said Wilson, “it’s a big thing. Like we’re panicking. You call Trewin, ask if they’ve seen it, laugh it off. Huh? Like it’s some piece of garbage. You know, say we get this stuff all the time over here. What’s he gonna know? Just make it sound like it’s not so serious.”

“It sent the stock price down twelve percent, Mike. He’s going to know it doesn’t happen every day.”

“All right. That’s true.” Wilson frowned. “I still think it’s better if we play it down. Try Trewin. Let’s start with that. If you think it doesn’t go down right, I’ll call Bassett.”

Lyall didn’t reply. He shook his head slightly.

“What?”

“What’s the point?”

Wilson stared at him.

“What’s the point, Mike? They’re going to walk. You know they’re gonna walk.”

“They’re not gonna walk.”

“Please! Twelve percent down. Jiminy Creeper! We’re gone, Mike. We’re…” Gelb shook his head, face creased in dismay, unable to get the words out. He threw up his hands. “There’s nothing left for next quarter. You understand me? Nothing. Twelve percent down. After our next filing, we’re gonna wish it was only twelve percent.”

“There’s not gonna be a next filing,” said Wilson. “Not for Louisiana Light. It’s going to be for LLB.”

“Right. I forgot. We’re going to get this done in ten weeks, right?”

“That’s right. And when LLB files, no one’s gonna know what’s our numbers and what’s BritEnergy’s. If there’s anyone who can mix them up so good no one will ever be able to pull them apart, it’s you, Lyall.”

Gelb didn’t reply.

“It’s gonna turn out the combined LLB’s numbers aren’t so great. Why’s that? Because BritEnergy put one over on us. They didn’t perform as well as they projected. But hell, it’ll be okay. Just give us a year or two and we’ll work that old Louisiana Light magic on them.” Wilson grinned. “Huh? Now, you tell me the market won’t buy it. Just let me at ’em. The market always buys it.”

Lyall shook his head.

“What?” demanded Wilson. “What the hell’s wrong with you?”

“We’re kidding ourselves, Mike. It’s ridiculous! They’re gonna walk. We will not get this done in three months. We’ll have to file again as Louisiana Light, and when that happens, we’re done. We’re finished! So let’s just…” Lyall gave up, waving his hand in exasperation, grimacing, wincing.

“What? Let’s just what?”

“Let’s just stop pretending we can do anything about it!”

“And what?”

Gelb smiled in despair.

“And what?” Wilson sat forward, jabbed a finger at Lyall. “We’re gonna do this deal. You understand me. We’re gonna do this deal in ten weeks flat. Louisiana Light is
never
gonna file again!”

Gelb kept watching him.

“Get a grip, Lyall. You and me are going to make this happen. We can do it and we will. You got that? Because if we don’t … This isn’t some company that’s just gonna go bankrupt, Lyall. It’s way worse than that. The things you’ve done…”

“It was you, Mike. I never wanted to. You know I never did.”

“The things you’ve done,” said Wilson again, slowly, “are gonna put us both in jail. Now, just think about that for a second. It’s a witchhunt out there, Ly. Every DA in the country wants to bag him a corporate felon. Hell, there just ain’t no sympathy for white-collar crooks no more. Bad Bernie Madoff done gave us all a bad name.” Wilson paused. “You take a second to think about your family, Lyall. Think about little Becky. Now, you look me in the eye and tell me we’re not gonna get this deal done.”

There was silence.

“They’re gonna walk, Mike,” said Gelb quietly.

“Then we’re gonna have to stop them from walking. You think getting this done in ten weeks is gonna be tough? We have
zero
chance if this falls through and we have to start again with someone else.”

Lyall took a deep, troubled breath.

“You understand me? Now pick yourself up.”

Gelb nodded.

“All right. That’s what this is all about, Lyall. Your family. You just remember that. Now, you ring Trewin. Tell him it’s just one of those things that happens. Some scut sheet with a rumor. Tell him to watch our stock price and see it come back up. Tell him we’re setting up our data room for their due diligence just like we promised. They can see anything they like. Absolutely anything. They can see our petty cash accounts. Make that clear to him, Lyall.”

Gelb frowned again.

“Come on, Lyall. We’re gonna be helpful.” Wilson smiled. “You just put so much damn stuff in there it’ll take them a year to figure anything out.”

“And what if they do?”

“They’re not going to have a year, are they? They’re going to have a week. They were happy with that. Tell Trewin we’re setting up the data room. We’ll have it ready for them on Monday, like we said. Tell him our guys will be in London on Monday to start using their data room. We’ll do it just like we talked about it, okay? When you call Trewin, keep it light. Then you come back and tell me how it went, and you let me know if you think I should talk to Bassett.” Wilson paused. “We’re gonna do this, Lyall. You hear me? We’re gonna do it.”

Lyall sat for a moment longer. Then he got up. He grimaced again.

“Try some milk for that stomach,” said Wilson as Gelb turned to leave.

Wilson watched him go. He was starting to worry about Lyall Gelb. He couldn’t do this deal without him. Wilson himself didn’t know the details of how Gelb had managed to do what he did, and couldn’t have understood them if he had. Only Lyall knew all the secrets, only he could do the financial work necessary to finalize the deal without exposing them. And only Lyall could then use the finances of BritEnergy to quietly dismantle the hidden framework of loans and off-balance sheet vehicles and the other structures that were threatening to collapse from under Louisiana Light. Wilson could do this deal without Stan Murdoch, without Doug Earl, without just about anyone else. But he couldn’t do it without Gelb.

Gelb didn’t know the half of what Mike Wilson faced if he failed. Lyall Gelb thought that all they had to worry about was getting chased by some DA. That would be nothing compared with owing money to a man like Tony Prinzi.

Wilson gazed out the window, at the long curve of the river below. He followed a barge slicing slowly through the mud-brown water, drifting along until it moved out of sight. He watched it, face calm, composed, his features revealing nothing of what was going on inside him.

But Mike Wilson was on the edge. On the very, very edge, in a way that Lyall Gelb, who had never gambled in his life, could never even have understood.

Mike Wilson had always been a gambler. In life, in business, in everything. At school, he was betting on baseball games in the third grade. His second wife, Aileen, insisted he go through counseling to try to deal with it. That was a condition for her staying in the marriage. For about ten months he hadn’t wagered a dime. The most miserable ten months of his life. When he finally decided to quit therapy, he sent the therapist a thousand dollars’ worth of casino chips as a thank-you.

In his early days, he hadn’t shown much discretion. At InterNorth, in the eighties, he had been pretty wild. But that had been a crazy time all around. The only person in Baton Rouge who knew him from that period was Stan Murdoch, and he never let Stan see him gambling now. With age and responsibility, Mike Wilson had learned to be discreet. He didn’t shake the polite society of Baton Rouge. The people closest to him, both in business and in his personal life, would have been shocked to discover what he did when he was away. It was amazing what you could do when you had a corporate jet at your disposal and apparent reasons to visit just about any continent on the globe. He hadn’t been to Vegas in years. He played away from home. Hungary, Poland, the Czech Republic. Mike Wilson loved the casinos of Eastern Europe, raw, crude, vulgar. And South America. You could just about chart the electricity plants he had acquired against a map of the casinos of the world.

They were gambles as well, the plants in the old Communist bloc. The truth was, the entire business model of Louisiana Light was one huge bet. It had been his own theory, buy up old Communist plants and turn the operations around. Turned the old theory on its head, which was that dirty old Communist plants could never be efficient. The point was, you didn’t need to be efficient, just
more
efficient, to make a heap of money. That was what he said, anyway, and the banks bought the story. Mike Wilson had sold it to them so many times he almost began to believe it himself. It had a nice contrarian ring to it, just the right tone in the years before the crunch when credit was easy and banks couldn’t wait to give it away. Long after the credit bubble burst, the market still wanted to believe in the miracle that was Louisiana Light. They’d listened to him sweet-talk them so long they just kept listening. Even after the writedown in January, he’d managed to snow them with the strength of his conviction. There was a lot you could do with a brazen show of bullishness in front of an audience that stood to lose a shitload of the money it had lent you and still wanted to believe that it wouldn’t. But there were limits even to that. There was only so long you could keep going before the facts began to show through from behind the tinsel.

Everyone wanted to believe the bets would pay off. For a long time now, Mike Wilson had known they weren’t going to. The analysts could have worked it out for themselves, all those analysts who thought they were so smart, if they had bothered to go find out the tariffs Louisiana Light was able to charge in those countries and if they had taken a stab at calculating the cost of production. It wasn’t too hard. They might have been smart, but they were lazy. Turned out the old theory was right. It was hard to get money out of those plants. Efficiencies came slowly. The contract terms that he had had to agree to just to get the right to pay top dollar for those plants were extortionate. Not to mention the personal considerations. Millions, sometimes tens of millions. Mike Wilson had had a gutful of corrupt bureaucrats in godforsaken towns in the boondocks of godforsaken countries whose only aim in life was to extract as much graft as they could from the windfalls that came their way. Lyall Gelb’s financial wizardry had kept the Louisiana Light growth story going a long way past when it should have ground to a messy, nasty halt. Somehow Lyall had gotten them through the credit crunch when better companies were going down around them. Perversely, the mere fact that they hadn’t gone down—not even suffered a serious scare—made them seem all the stronger to the so-smart analysts who tracked them. But even Lyall’s wizardry of concealment could only go so far. There was only so long you could keep hiding the truth. And the more you did to hide it, the uglier the truth became.