Due Diligence: A Thriller (28 page)

Trewin laughed at that. “Could have knocked him over with a feather! Did you see the look on his face? He hadn’t the slightest idea that was coming. No more than you or I.”

Andrew Bassett didn’t join in the laughter. He didn’t welcome this conversation and wished Oliver Trewin would go away.

“Well, yes, I’m sure he was quite relaxed,” said Trewin, and chuckled to himself. “I think they really did believe we were going to put ourselves on the market! See, Andrew? I told you dropping Morgan Stanley’s name into the conversation yesterday would spice things up.”

“Yes,” said Bassett drily. “Very clever. Almost lost us Wilson’s trust altogether.”

“Nonsense, Andrew! Brought him running. In fact, don’t you think Mr. Wilson was in just a little too much of a hurry? Again, call me old-fashioned, but when someone bangs on the table and says I’ve ten minutes to decide and then offers me more even before I’ve had a chance—”

“Maybe you are a little old-fashioned, Oliver,” said Bassett pointedly. “We talked about a number of things when you were out of the room.”

“Really? And may one inquire…?”

“Mike asked how long you had been with the company.”

Trewin smiled. He had been with BritEnergy before it had that name, or even existed. The organization he had originally joined was the British national electricity supplier when it was still in public ownership. BritEnergy was one of the companies that had been carved out of it during privatization. Mrs. Thatcher had seen to that, as to so many other things in the British economy.

“He thought you ought to have some special recognition when you leave,” said Bassett. “Over and above what you’d normally be getting, of course. Something extra. So many years of service, et cetera.”

“All in the line of duty,” murmured Trewin.

“Don’t be modest, Oliver. We were thinking something in the order of … a million, perhaps? Plus a handful of options. A rather large handful. Might come in handy, eh?”

Trewin raised an eyebrow.

“If the deal goes through, of course,” said Bassett.

“Ah … yes…”

“Don’t fight this, Oliver,” said Bassett quietly. “What’s the point? It’s going to happen. May as well make it a pleasant experience for everyone, eh? Yourself included.”

Trewin watched him.

Bassett smiled. “The due diligence, Oliver. We’re going to need to do it rather quickly. With fifty percent in cash, I don’t think we need to get caught up in the details, do we?”

“I’m sure we don’t, Andrew,” murmured Trewin. “I’m sure it will be very straightforward.”

“Good. I’ll leave that to you. Why don’t you talk to the lawyers? Let them know.”

Trewin nodded. “If you like.”

“Good.” Bassett rubbed his hands. “Well, rather a good morning’s work all round, I think. Two billion more in cash. The shareholders can’t complain.”

“I was going to ask you, Andrew…”

Bassett smiled, waiting to hear Trewin’s question.

“What were you about to say when Wilson offered you the extra cash?”

The smile stayed on Bassett’s lips. As if stuck there, frozen.

“He’d asked whether we wanted to leave,” said Trewin. “Remember? You were just about to answer him.”

“Was I?” said Bassett. “I’m sure I can’t remember.”

“Ah,” said Trewin. He smiled. “Must be mistaken.”

“Yes, you must be,” said Bassett.

Trewin got up to go.

“Oliver?”

He stopped.

“Better make sure our data room is open. Let them know. Straight away, if you wouldn’t mind. We wouldn’t want to keep their people hanging about any longer. It’s not polite.”

“Of course, Andrew.”

Oliver Trewin went back to his office.

He sat down at his desk. A million pounds, he thought, plus options. For a deal that was going to happen anyway. Why fight it? Why indeed?

He smiled wryly to himself. Andrew Bassett, he thought, that man will eat you alive.

*   *   *

Lyall Gelb was still in shock. He had taken a single sip of champagne, if that, when Wilson toasted the deal. He had raised the glass for appearance’s sake. The fluid burned his lips.

“Mike,” he said when the BritEnergy executives were gone, “where are we going to get the money?”

“We’ll get it,” said Wilson.

“Did you clear this with Stanzy?”

Wilson didn’t reply. He turned to look out the window at the view of Hyde Park. The trees were golden with autumn foliage.

“Two billion more, Mike. Two billion!”

“Leave it to me,” growled Wilson, still staring at the park.

“What do you mean, leave it to you?” Lyall clutched at his belly. “Where are we going to get it? Two billion! You heard what Stanzy said. No more cash. Jiminy Creeper, Mike!”

“I said leave it to me! I’ll speak with Stanzy. They’ll raise it. Hell, you think those greedy bastards won’t? They’ve got no deal if they don’t.”

Lyall looked at Stan Murdoch. Stan didn’t respond.

Pain sliced through Lyall’s stomach. This was madness. An extra two billion? This was out of control.

“Lyall,” said Wilson coldly. “Get on a plane back to the States. Go home to your family.”

Lyall shook his head in disbelief. He dropped into a chair.

“Stan, you stay here. Go take a look at their data room tomorrow. See if there’s anything we should know about. From tomorrow, you can talk with Anthony Adams, their director of operations. You’re both cleared.”

“Anything you want to know in particular?” said Stan quietly.

“I’ll leave that to you,” replied Wilson, hoping that would make Stan feel valued. “You’re the expert. Just make sure you talk to me first about anything you find.”

“What about you?” asked Stan.

“I’m taking the jet on to Hungary.”

“You got business there tonight?”

Wilson looked at him sharply. “Yeah,” he said. “I got business there.”

28

It was going to be a hell of a call. Even for Mike Wilson, this one was going to take some chutzpah.

The phone was on a small mahogany table under the window. Beyond it, through the glass, were the gold-tinted trees of the park. When he picked up that phone, he knew, he was going to have to go in hard. Not show the slightest doubt about what he’d done. Not concede for a second that he’d given away any more than was absolutely necessary.

One more piece of acting, he thought wearily. One last effort before he could get on the jet and forget about everything. For a night. He closed his eyes, imagining the casino in Budapest. Imagining how he’d feel when he took his seat and watched the first hand going down on the baize in front of him.

He opened his eyes, took a deep breath, and picked up the phone.

“Say that again, Mike,” said Pete Stanzy in New York when he had heard what Wilson had called to tell him.

“We’ve gone fifty-fifty cash and stock on the deal.”

“No, Mike.” The words came out of Pete’s mouth automatically. He was gazing at the bullpen, still trying to take in what he had just heard. What he still hoped he hadn’t heard.

“What’s wrong with you, Pete?” demanded Wilson. “Can’t you hear me?”

“Mike, Mike…” Stanzy shook his head in bewilderment. “You were going to tell Bassett he had to make up his mind, the offer wasn’t indefinite. Isn’t that what we agreed? He delays, you walk. That was the line, right?”

“Yeah,” said Wilson.

“Well?” said Stanzy, almost begging, almost pleading for Wilson to start over and say that was what he had done.

“Bassett was holding out on me, Pete. He was looking for a kick in the price. I had to make a decision. I’m not going to give him any more on the price, right? But—”

“How could he be seriously asking more on the price?” demanded Stanzy. “Twelve-point-five! Jesus Christ, Mike. How could you seriously believe that? What the fuck are you—”

“You gonna tell me how to negotiate?” yelled Wilson down the phone. “I was there, you understand me? You weren’t! I was the one in the room!”

Stanzy was silent, too angry to say anything. There was no need to have given Bassett anything, price or cash. Nothing. Under no circumstances.

“Now listen to me, Pete,” said Wilson. “He was holding out on the price. Believe me.”

“How do you know?”

“He said it! Right upfront. His chairman said the price wasn’t enough, what with their attractiveness in the market. Starts talking about their portfolio of assets and all this crap. So I said, that’s it, we can’t do anything on price, you’ve got the best deal you’re ever gonna get. Make your mind up, the offer closes today. And what does he do?”

“What?” inquired Stanzy mechanically. It was beyond belief.

“Bassett gets up. He physically gets up from the table. He’s walking. So I say, Listen, there’s no way I can budge on price. But it’s a strong deal, a good deal, and I want to do it. So let’s see whether we can’t put some more cash into it. And he sits down again.”

“Does he?” muttered Stanzy. “Isn’t that a surprise?”

“Sits down, and I say, Okay, let’s see what we can do. So he sits down and says he wants sixty-forty. I say there’s no way we can do that. So he’s about to get up again. So I say, Let’s do it fifty-fifty.”

“And he accepted that?”

“He did.”

Stanzy bet he did. He shook his head in disgust.

“So, that’s where we are,” said Wilson. “I had no choice. Fifty-fifty. We announce Friday week.”

“Fifty-fifty,” murmured Stanzy, thinking of what John Golansky was going to say when he told him. “Mike, that’s six-point-two-five billion. Do you realize that?”

Wilson laughed. “Hell, Pete. I negotiated it. Of course I realize it.”

Stanzy didn’t see what was so funny. “Don’t you think you should have spoken to me about this before you offered it?” He was no longer thinking about what John Golansky was going to say. He couldn’t even imagine how he was going to tell him.

“Come on, Pete,” said Wilson cajolingly. “You guys can cover it.”

“Mike, I don’t think you understand. That’s a full two billion more than we agreed.”

“I can do the math, Pete.”

“Then maybe you can tell me where it’s coming from?”

“Same place the rest is coming from,” replied Wilson amiably.

“No, it’s not!” Something in Pete Stanzy snapped. “We are struggling to get the four-point-two, Mike. Do you understand that? We are struggling. I’m gonna tell you something. For some reason, your name as a debtor isn’t exactly pure and virgin out there in the market. You understand what I mean?”

“I don’t need you to tell me—”

“Well, you fucking need someone! We are
struggling
to get you four-point-two! You are
this
far above junk! I want you to understand that. People are talking about you, Mike. Merrill is saying things.”

“Fuck Merrill!” Wilson yelled back. “You believe what they’re saying?”

“Doesn’t matter if I believe them! What matters is what other people believe!” Pete Stanzy was beside himself with anger. He could see the deal slipping away because of this ludicrous offer Wilson had just made, this offer that was utterly unnecessary. There were simply no circumstances he could imagine that could have required Wilson to do that. The deal was going to slip away because they weren’t going to get the cash to finance it. This big, beautiful deal with the big, fat forty bips waiting for him at the end of it. His deal. If Wilson had been standing in front of him, Stanzy probably would have tried to throttle him.

“Come on, Pete,” said Wilson again, jocular.

The lightheartedness in Wilson’s tone just aggravated Stanzy even more. “You don’t understand, do you?” he yelled. “We’re going to be getting you junk, Mike! Junk! If you’re lucky! If we can even find it. Is that what Buffalo wants? Is their board gonna go for that?”

“Pete, relax. Combine the balance sheets and it’s still strong. Even with the extra two billion.”

“It’s not the balance sheet people are worried about! It’s what’s not on the balance sheet!”

Wilson was silent.

“You hear me, Mike? You hear what I just said?”

“What’s not on the balance sheet?” said Wilson quietly. “What do you mean, Pete?”

“You tell me, Mike.”

“It’s all in the filings. Everything we’ve got that’s off the balance sheet. We’ve got three billion of debt in special-purpose entities. It’s there in black and white. Everyone knows it.”

“And that’s it?”

“That’s it.”

“Are you prepared to sign a document to that effect?”

“Jesus Christ, Pete! What are you accusing me of? Everything’s audited. Everything’s—”

“Are you prepared to sign a document to that effect?” demanded Pete Stanzy again.

“What is this?” retorted Wilson. “Is this a condition of you continuing as my banker?”

“Yes,” said Pete Stanzy. “It is.”

There was silence. In London, Mike Wilson stared at the autumn trees in the park. In New York, Pete Stanzy stared down at the traffic on Forty-fifth Street.

Stanzy didn’t quite know how he had reached this point. He desperately wanted this deal. It was the biggest deal he’d ever done or even come close to doing. Yet he had just demanded his client’s personal statement of honesty in the bluntest terms possible, and threatened to walk away if he didn’t get it. He had never done anything like that before, never even considered doing it. Or anything remotely approaching it. But he just couldn’t go back to John Golansky, not after their last conversation, and ask for another two billion. Not without something to back him up. Although what a piece of paper with Mike Wilson’s personal guarantee was worth wasn’t clear. Even as he stood there with the phone in his hand, waiting to hear what Wilson was going to say, Stanzy realized the absurdity of asking for it. He couldn’t believe the story Wilson had just told him about the meeting with Bassett. Why should he believe anything Wilson signed?

In London, Mike Wilson was still thinking about it. Swallowing his pride. “All right,” he said.

“I appreciate that, Mike.”

“I won’t be back in the States until tomorrow.”

Stanzy didn’t say anything to that. His silence was pointed.

“Jesus Christ!” said Wilson. “All right, I’ll speak to our counsel and get him to draw something up. He’ll fax it to me here and I’ll sign, then I’ll fax it to you.” Mike Wilson paused. “Will a fax do?” he asked, and Stanzy could hear the belligerency creeping back into his tone.