Silent Partner Part 20

"The firm I want to buy is an IT group based in Reston, Virginia, which is about twenty miles west of Was.h.i.+ngton, D.C."

"You mean, information technology?" she asked.

"Yes. The firm helps large, multinational companies install and integrate state-of-the-art software systems into their existing legacy networks. Their engineers design and build custom software systems in certain situations, as well."

"IT is a tough business right now, isn't it?" Angela asked. "I don't have much experience with companies like that, but I've read that those professional-service models are difficult to scale. And that corporate America isn't spending as much on those kinds of services as they were a while ago. Lots of IT companies have seen their stock prices. .h.i.t the skids lately, haven't they?"

"Which makes it an excellent time to buy. A year ago the firm I'm looking at had a stock market value of almost a billion dollars. Now, with the share price trading in single digits, the total value of the firm is down to around two hundred million."

"What's the name of the company?"

"Proxmire Consulting."

Angela didn't recognize the name. "What's so special about Proxmire? As I understand it, there are lots of IT companies that do what you've described. Why are you so hot on these guys?"

Lawrence smiled approvingly. "Very good, Angela."

"Thank you, Mr. Lawrence, but-"

"Jake," he interrupted quickly. "I've asked you to call me Jake several times. I don't want to ask again."

"Sorry." She hesitated. "Jake."

"So why these guys? An excellent question." He nodded at her gla.s.s. "You haven't touched your wine. It really is delicious. Don't waste it."

"Why Proxmire?" she repeated firmly.

Lawrence nodded, resigned to her cautiousness. "Two years ago Proxmire acquired a company named ESP Technologies in a stock swap. ESP designs and develops cutting-edge predictive software systems."

"Predictive software? You mean the kind of application where a user inputs historical data and the software provides most likely outcomes."

"Yes."

"Forgive me for being so blunt, but that isn't cutting edge. There are lots of other companies doing that."

"Believe me, these people are light-years ahead of the compet.i.tion. Their proprietary logarithms are incredible. With only a few variables their predictions are more dependable than the compet.i.tion's by a factor of ten. Maybe more. And this firm has huge data banks to cross the incoming historical data with, which further refines the predicted outcomes."

"How do you know?"

"One of my portfolio companies licensed ESP's software six months ago and the results have been spectacular."

"I'm listening," she said, picking up her winegla.s.s for the first time.

Lawrence watched as she drank. "I own a chain of convenience stores in the South."

"Really? Which one?"

"Cubbies."

"You're kidding. You own Cubbies?"

"Yes, I bought it three years ago from the founder. It was a private transaction. We kept the deal extremely quiet."

"There was a Cubbies near the trailer park I grew up in. They used to have this great Italian Ice machine at the back of the store."

"They still do. Thanks to the ESP technology, we've moved those machines closer to the potato chips at most of our two hundred locations. Same-store sales increased 14 percent last quarter without any increase in advertising dollars."

"Because of ESP?"

"Absolutely. They researched the demographics for each store, then a.n.a.lyzed specific historical item volumes, pricing, and merchandising across the chain, and developed a new store setup profile for every location. One of the software's recommendations was to relocate that machine at a lot of sites. The results have been immediate and measurable. No question ESP has had a profound effect on the business. Cash flow has doubled."

"So you're impressed enough to buy the entire company just to get to ESP?"

"I believe ESP could ultimately be worth billions by itself. The problem is that Proxmire, the parent company, hasn't had the marketing dollars to spend on rolling out ESP's software through the appropriate distribution channels. As you mentioned earlier, they've had their own cash flow challenges over the last twelve months, and they seem focused on simply keeping themselves afloat."

Suddenly things were beginning to sound interesting again, and she took another swallow of wine. Lawrence was right. The wine was delicious. Of course, why would she have expected anything else? The bottle probably came from some special stock. A stock the hotel reserved for the few guests who could afford this suite.

For a moment she allowed herself to wonder what it would be like to have no monetary concerns, to do anything and everything she wanted, whenever she wanted. Would total financial freedom be worth the need to have armed guards and decoy teams, to live life always looking over her shoulder? She couldn't convince herself it would be. In some ways Lawrence was a prisoner of his own wealth. In a gilded cell, for sure, but a prisoner nonetheless.

"Do you intend to make a public tender offer for Proxmire?" she asked.

"Yes."

"But, if I'm remembering our conversation in Wyoming correctly, you were worried that Proxmire's senior management wouldn't be enthusiastic about your intentions."

"Right. Look at Bob Dudley's reaction to hisperception that I'm stalking Sumter," Lawrence scoffed. "Imagine a CEO's reaction when heknows I'm coming after his company. These men enjoy running the show, Angela. It's all about ego for most of them, not about what's best for the stockholders. As I told you, senior executives worry that, once I gain control, I'll come in and change everything, and, at a minimum, hold them accountable for their performance, or the lack thereof. Maybe even fire them if I wake up on the wrong side of the bed one morning when they aren't hitting their numbers. That's where you come in."

Angela licked a drop of wine from the corner of her mouth. This might turn out to be fun after all. "You want me to meet with Proxmire's senior executives? By myself?"

"Yes," said Lawrence. "I want you to lay out the entire scenario for Walter Fogel, their CEO. Explain to him that I'm willing to pay a reasonable premium for Proxmire shares if he and his board accept my offer without a messy proxy battle. Explain that I want to work with them to develop a plan for a major rollout of ESP's primary products. That I will commit additional capital over and above what I pay the public stockholders for their shares to enable management to accomplish that rollout." He smiled. "Then use your considerable charm and beauty to persuade Walter to embrace my offer."

Angela put a hand on her chest. "You are going to let me negotiate the deal?"

"Absolutely. And lead the due diligence effort, focusing almost exclusively on ESP. I really don't care what you find at the rest of Proxmire. I care only that everything checks out at ESP. You have to scrub that part of the deal squeaky clean. Find out everything there is to find out at ESP. Make certain there aren't any skeletons in the closet."

"Why so much focus there?"

"My ultimate strategy is to take ESP public out of Proxmire. I want to make certain the investment bankers I use don't find anything that would get in the way of the IPO. And, as long as you are diligent, they won't."

Angela's eyes narrowed. "Tell me the truth, Jake. No more s.c.r.e.w.i.n.g around. Why me? Why not one of your high-priced Wall Street suits who does this for a living?"

"I told you. I'm very focused on keeping this project confidential. I-bankers can't seem to keep their mouths shut. They'll whisper the information to their friends, and before you know it the price will jump ten bucks before we even announce our offer to purchase. I'll end up paying the price."

"I'm not buying it. There's more to it than that."

Lawrence nodded approvingly once more. "You're a sharp lady. My people were right."

"I'm very happy for them and I hope you give them all big bonuses for being so perceptive. What's the real answer?"

Lawrence looked away for a moment, then stared directly into her eyes. "The CEO of Proxmire is single and black. Walter Fogel is from a small town in the South, and he's lifted himself out of poverty by his bootstraps with nothing but brains and determination. No old boy network was on his side. In fact, he's had just the opposite. That network has been working against him all of his life. You will connect with him immediately because you understand exactly what a man like Walter has gone through to get where he is today. And because you connect with him, he will connect with you, making everything a great deal easier." Lawrence paused, trying to gauge her reaction. "It's as simple as that."

"How can you be so sure I understand what a man like Walter Fogel has gone through?"

"You've been exposed to racism since you were a child," Lawrence replied confidently. "You've seen firsthand how white store owners follow black customers down the aisles to make certain they aren't shoplifting, but don't do the same to whites. You've been with blacks when they've had to sit in certain sections of restaurants. You've held a black woman in your arms as she died after what a gang of white frat boys did to her." He nodded as her face went ashen. "I told you my people were thorough."

Angela sat back in her chair. "Stop bringing Sally into this," she whispered. "You have no right to do that."

As Angela retreated, Lawrence leaned forward, placing his elbows on the table as he held his gla.s.s of wine in both hands. "I have the right to do whatever I want. I know what's best."

"Don't give me that G.o.d-speak. Just because you have so much money doesn't give you the right to-"

"Don't let Sally's death hold you back for the rest of your life, Angela. Get past it. You must."

She gazed at him steadily, anger and bitterness raging inside. "Stop it! Stop trying to manipulate me."

"I'm not trying to manipulate you," Lawrence replied quietly. "I just want to make certain I get ESP Technologies, and you get your son." He leaned back. "This is life, Angela. Sometimes it's not pretty, but it is what it is. I need a person who can relate to Walter Fogel, a person who is motivated and someone I have faith in. You fit that description. If you help me, I'll help you. Trust me."

Angela stared at Jake Lawrence for several moments. The only noise was the faint sound of the television coming from the other side of the doors. She reached for her winegla.s.s and took a long swallow.

"Can I take that as a yes?" he asked.

She gritted her teeth. She hated being used, but there was no other way, not if she wanted to accomplish her goal. "Yes," she said quietly. He was right. This was life, and it wasn't pretty. Sometimes it was downright ugly.

"Good. You're making a wise decision, Angela." He put down his winegla.s.s. "I had my people prepare an information package concerning Proxmire. I brought that package with me tonight, and I'll give it to you before you leave. I want you to be intimately familiar with all of the information in the package no later than tomorrow afternoon, and I expect you to attempt initial contact with Walter Fogel no later than Tuesday morning. His curriculum vitae is in the package."

"I won't sleep with him, Jake," she said adamantly. "Not even to get my son back."

"I'm well aware of that, Angela," Lawrence agreed smoothly. "Remember?"

She stared deeper into the dark eyes, trying to find a hint of emotion behind the cool facade.

"Let's talk share price," Lawrence suggested. "Proxmire has been trading in the $8 to $10 range for the past three months. It was as high as $50 at one point, but it's dropped off the table in the last eighteen months. I'm willing to go as high as $25 a share to get the company. Start at $17 with Fogel when you negotiate with him, but go no higher than $25 in the end. Twenty-five bucks a share implies a valuation of almost half a billion dollars. That's very generous."

Angela shook her head. "Why do you care what you pay? If you're so hot on ESP, why do you need to negotiate? You've got the money."

"First of all, I never overpay, no matter how much money I have. It's the principle of the thing. Second, if I did come in with a bear hug, an offer that Fogel couldn't responsibly refuse, he still might try to sell ESP out from under me. Just to spite me."

The wine was beginning to have its effect. She could feel herself becoming light-headed. She finished what remained in her gla.s.s anyway. Tucker was outside and, besides, this was fascinating. They were deciding what to bid for a public company. Once the tender was announced, it would be splashed all over the financial newspapers. It wasn't a huge transaction, but it was big enough. And she'd been so certain that Lawrence had been bluffing about the M&A project, certain there was no Proxmire or ESP, certain there was only Sumter.

"My suggestions as far as target share price and pricing strategy are covered in the package," he explained, standing up and refilling her winegla.s.s despite her halfhearted attempt to stop him. "But I figured I'd provide you with a coming-attraction trailer."

"Thank you," she replied, her voice raspy. They had locked eyes for a moment as he'd towered over her.

Lawrence chuckled as he moved back to his chair. "I wish I could have been a fly on the wall when you met with Dudley and Hill. Pretty upset, were they? Trying to figure out my intentions." He paused. "By the way, what did you tell them?"

Angela glanced up. If Sumter was just an investment, why did Lawrence care? Why did he keep bringing the conversation back to Dudley and Hill? "I told them just what you told me in Wyoming. That you had no intention of entering into a hostile takeover battle with them, that you believed it was a well-run bank in a high-growth market, and that it was nothing more than a pa.s.sive investment for you."

"I a.s.sume Dudley was more aggravated than Hill. I bet Dudley was the one asking most of the questions."

"The tough ones anyway. Hill seems like a decent enough person." She bit her tongue, trying to keep herself from saying too much. But the wine had done its work. "Dudley doesn't."

"Tell me more."

She looked down into her lap. "Bob Dudley is a racist."

"Why do you say that? What has he done to give you that impression?"

"Nothing specific," she answered quietly, thinking about the memo she had discovered in Ken Booker's office.

"Are you Liv Jefferson's informant?" Lawrence asked suddenly. "Are you the one who provided her information so she could write that article about the bank not serving the black community?"

Angela stared back at him. She'd antic.i.p.ated him asking this question again, and was ready with her answer this time. "Maybe John Tucker needs to join us at this point," she said calmly.

"There's no need for that." Lawrence picked up his menu. "Let's order."

"How do I know you'll follow through on the custody battle?" she demanded, unwilling to let him change the subject. "How do I know that this isn't just a lot of show? How can I be certain that when you get what you want, Kate Charboneau won't call out of the blue to tell me that everyone's memory has turned selective again? I won't have a job either if you abandon me. We both know that. Dudley will kick me out Sumter Bank's front door himself. I need to know that you won't abandon me."

"You have my word," he said, putting down the menu.

"I need more."

"Too bad. The bottom line is that you want your son back more than I want ESP. You know it. I know it."

He was right. If the Proxmire acquisition didn't work out, he'd simply move on to the next deal. But her life would be changed forever. What could be gained versus what could be lost: perhaps seeing her son more, perhaps never seeing him again. The risks and rewards had never been greater.

"You have to trust me, Angela."

"I told Dudley last week that the reason you contacted me as opposed to other bankers was that I had extensive industry experience," Angela said, wondering how she could ever trust a man like Lawrence. A man who had so many agendas. "That the target company operated in an industry I knew a great deal about. Dudley will figure out very quickly that I don't know much about information technology because I don't have any of those kinds of companies in my loan portfolio. He'll find out from his subordinates that I focus on Old Economy companies. He'll be suspicious about why I'm helping you a.n.a.lyze Proxmire."

"Don't tell him why."

"I have to tell him something."

"Tell him anything you want except the truth. I do not, under any circ.u.mstances, want you to tell him that the company you and I are looking at is Proxmire Consulting."

"But-"

"As I'm sure you know," Lawrence interrupted, "the government scrutinizes all public takeovers for possible insider trading activity. I don't want word of my intentions leaking out. I do not want this transaction being held up by federal and state regulators while they review unusual trading patterns in Proxmire shares prior to our takeover announcement. Right now the only people who know about this are you, one a.s.sistant of mine, and me. I want to keep it that way as long as I can. At least until you contact Walter Fogel."

She was silent for a few moments. She'd made her deal with the devil. "All right."

Lawrence waved, an irritated expression on his face. "In addition, if Dudley found out what the target was, he might try to use Sumter's resources to get in my way. He might have his trading floor buy up blocks of Proxmire shares to bid up the price. Just to p.i.s.s me off."

That didn't seem logical. Why would Dudley want to irritate Lawrence? Then Lawrence might come after Sumter just for revenge. "Why aren't there any pictures of you in the family history book?" she asked.

Lawrence blinked, then laughed. "What?"

"The family history book. I found a copy of it on the plane coming back from Wyoming last week. It was stashed in an overhead compartment. There were pictures of your mother and father but none of you."