10 September
“Jesus Christ, I’ve been locked up with them in that suite—what time is it? almost nine!—eleven fucking hours—and we’re not through.”
“Where are you now?”
“I’m in the hotel lobby, where else? It’s my suite and I’m at a fucking pay phone in the lobby! I had to get the hell out of there. They smoke those heavy Limey cigarettes, you get cancer just walking in the door.”
“Where do we stand?”
“I’m sweating like a pig. Can you imagine? I’m standing in an air-conditioned hotel lobby and I’m sweating like a fucking pig.”
“Where do we stand?”
“I’m coming to that. The good news is they want us real bad. Wall Street presence, they gotta have it, don’t ask me why. They say they’re not letting me leave here tonight without a deal. It took eleven goddamn hours, but now there’s an offer on the table.”
“How much?”
“You sitting down?”
“Yes, I’m sitting down.”
“It’s rich.”
“What are the numbers?”
“A meager twelve times earnings, averaged from 1981 through this fiscal … Well? For Christ’s sake, friend, that’s nine figures! For each of us! You and I can buy fucking Switzerland!”
“Payable in dollars?”
“No, escudos. For Christ’s sake, of course it’s dollars! Eighty percent at the closing, twenty holdback.”
“How long a holdback?”
“Ten for a year, ten for two.”
“Arguable. But I’m not understanding something. We’d have taken a ten multiple. How did they come up with twelve?”
“Because I never gave them our number.”
“But their attorney had it, didn’t he?”
“The bigger the deal, the more he stands to make on it.”
“I see.”
“Is that all you have to say, for Christ’s sake? With the payday we’ve been waiting for? Why you bought in in the first place?”
“No, that’s not all I have to say. As far as I’m concerned, I’m ready to approve a letter of intent immediately.”
“Yeah, well, there’s the bad news.”
“What bad news?”
“No letter of intent. They don’t want it. Counsel says there’ll be nothing in writing till after they’ve finished their due diligence, and then we’ll go straight to contract.”
“I thought he was on our side.”
“He is, but they’re his clients and that’s how they want to do business.”
“Why?”
“They’re bugs on secrecy.”
“So are we.”
“Yeah, but they don’t want anybody else jumping in and starting a bidding war. They say that’s why they’re ready to commit to a premium now.”
“In other words, offering twelve when they knew we’d take ten?”
“Maybe.”
“With nothing in writing, what are they committing?”
“Their word.”
“Their word?”
“Hey, I’m tired, why don’t you go sit in the room with the bastards? You listen to all that phony stuttering and stammering for eleven goddamn hours, and they act like we’re still the fucking colonies.”
“How do you feel about no letter of intent? You’re the chairman of the board.”
“Okay, more or less. Reasonably okay. They’re a big outfit, and they don’t want to be embarrassed. Plus they’re ready to move fast.”
“How fast is fast?”
“A month, maybe two.”
“So there’s a window of two months in which they could change their minds?”
“Yeah. But what are they going to find that’d make them change their minds?”
“You’re better placed to answer that than I am.”
“Come on, don’t give me that shit. We both know where the bodies are buried. But the numbers are the numbers. Everything I’ve given them so far is substantiated in the numbers.”
“Are you sure?”
“Damn right I’m sure.”
“What about personnel?”
“What about personnel?”
“They’re going to want to talk to some of your people.”
“Yeah. In confidence and under my control. They also want me to clean house before they take over. Let me be the bad guy. They’ll knock any extraordinary expenses incurred off the income statement … Hey, I gotta get back up there. Well, partner, what’s your pleasure, do we have a deal?”
“No.”
“WHA-A-T? You’re kidding, aren’t you? With nine figures on the table? Who else is gonna offer us a twelve multiple of shit in today’s market? And you’re ready to walk away?”
“I didn’t say that.”
“Oh? I must be hard of hearing, what did you say?”
“If they don’t want a letter of intent, tell them you want a good-faith payment into an escrow account.”
“A good-faith payment?”
“That’s right.”
“How much of a good-faith payment?”
“I leave that to you. Enough so that they’ll feel it if they walk away.”
“But God Almighty, this isn’t the rag trade, this is the fucking British Empire! Question of pride, they’ll never stand still for it.”
“Yes they will. If they’re as serious as you say, they certainly will.”
“Yeah, and who’s been haggling with them all day long? Now we’re gonna be up the whole night!”
“Talk to their attorney about it, he’ll understand.”
“You talk to him about it.”
“You know that’s impossible.”
“I don’t believe it. I don’t fucking believe it. You own twenty-nine percent of the company, and you stand to make a fortune, and now you’re nitpicking! You’re actually nitpicking!”
“I’m sorry, you and I have agreed to agree, and I—”
“Yeah, yeah, I can’t act without you, do you think I’ve forgotten? For Christ’s sake. Look, I gotta get back up there, as far as they know it’s all my call. How serious are you on this?”
“I’m very serious.”
“To the point of a deal-breaker?”
“Yes. But I’m counting on your powers of persuasion.”
“Jesus Christ Almighty.”