This chapter is not meant to stand alone. Please begin at the first chapter to appreciate this tale. I apologize for the length of time between this chapter and the last one.
* Thursday afternoon and evening, October 26
Cheryl Babcock walked out of my office as I approached it from the elevator. She turned and looked at me, "I just left the coffee carafe and the cups on your table. Emerson and the attorney want to see you right away. Should I tell them you're here?"
"Sure, how'd you know I just gotten here?"
"Denise in reception called me."
Covering for Grace for the few days, Cheryl, our office manager was a year or so younger than Emerson and I, and had worked for us for about 16 years, or maybe it was 17 years now. About five-eight in two inch heels, with light brown wavy hair to her shoulders she was a lovely mature woman. She almost always wore dresses or a skirt and blouse with hose and heels. Unlike Grace, I don't remember seeing her in pants. Usually effervescent, her pretty face highlighted by her brown eyes and usually a radiant smile. Not now, though, she looked quite unhappy.
"Not a happy camper today?" I asked.
"No, sorry, I've a personal problem."
"Wanna talk?" I asked. Our daughters were two years apart and had known each other since pre-school. Her son, Max, I remembered was younger than Katrina. Cheryl and Marty had been good friends. Though they often shared concerns and celebrations, Cheryl was sincerely stunned by Marty's affair.
"If you'd be able to take some time today? I'd really appreciate it," she replied.
"Certainly, I'll let you know when I've finished this meeting and made a few calls. Would early this afternoon be okay?"
"Yes, thanks. I'll get Emerson and the attorney and send them in."
Emerson had a frown on his face as he walked into my office three minutes later. "Is there a problem?" I asked as he sat down on one end of the couch.
"A minor one. They don't want us to pay the bonuses to Jim, Frank, Gordon and Grace out of pre-closing funds. They're expecting you and I to cover them with a post-closing reimbursement."
I took a deep breath as I settled into my chair, looked at Irwin before looking at Emerson. "Nonsense, it's our company until we close, we'll pay the bonuses pre-closing with a 50% gross-up for a total cost of six mill, four net and two for taxes." Emerson nodded his head in agreement. I suspected that this was the buyer's strategy to gain a concession thinking we'd blink with so much on the table. I suspected that if we conceded this issue that Citi may ask for another concession.
"Is this a deal-breaker?" asked Irwin, the attorney from New York we hired to help us in the negotiations. Bruce, our regular corporate attorney had been wise in bringing Irwin onboard.
"Perhaps," replied Emerson. "They haven't proposed changing the 85/15 cash/stock purchase and the 60 day stock hold period have they?"
"No, but they've always wanted a 60/40 split with a 90 day hold. You cleared that up early on but they could use this to push to change the split at the last moment to a 70/30 split. Why don't I go back to them and propose that you'll accept the bonus change in exchange for a 30 day hold and that they sweeten the pot with six month stock options that if exercised could yield much of what you're giving in bonuses," proposed Irwin.
"Should we mention that Bank America had expressed interest three weeks ago?" asked Bruce.
"They moved on the split when I mentioned BofA's interest. It wouldn't hurt to remind Citi that if they equivocate now that we're prepared to open talks with BofA within hours. I believe they want to have an agreement quickly. They're testing our resolve to see if they can change the terms to be more in their favor. With our accepting their request with our conditions attached and a few judicious statements that we're prepared to walk if they don't accept our conditions, I think that we'll have an agreement."
"What happens to the 31st closing?" I asked.
"I guess it could be pushed back depending on their response and inserting new language in the contract," responded Irwin. "If they agree today or tomorrow, and the changes are made by late tomorrow, and Mike and my team in New York give it a positive review within 12 hours, the closing could still happen on the 31
st
, the 2
nd
at the latest."
Emerson said, "Call their counsel and we'll talk again based on their response."
After chatting about other issues for another half hour, Emerson, Bruce and Irwin left and I called Veronica's cell. "Hi lover, did I awaken you. You sound a bit groggy, late night?"
"Mmm, hi handsome. Yes and no, Grace is in the shower and I've been dozing waiting for her to finish. She fell asleep while I was getting ready for bed late last night, so no, nothing intimate last night."
"I love you and I miss you. There's a glitch, probably minor, but the closing could be pushed back and I suggest that perhaps you and Grace should cool it until the closing date is certain again. Will that cause a problem?"