Storymania - This Little Piggy by Matt Crisci

This Little Piggy (15)
Matt Crisci

       “If they do,” said Kugle, “Whitlaw & Company stands to make a bomb, depending on how you structure the deal.”
       “If,” repeated Scarborough.
                                                               *
       “MY PARTNERS AND I HAVE UNANIMOUSLY agreed to take the engagement,” Phil Scarborough told Bob and Michael two days later, “but under a series of terms and conditions, some standard, some not.”
         “Spell it out,” demanded Bob.
         “Number One,” began Scarborough, reading from a two-page document. “Prior to final execution of acquisition contracts, Whitlaw and Company purchases a ten percent position in the Company at a discount to market. This is typical Company practice, the money coming directly from the partners, including me—our personal commitment to the deal.”
         “What kind of discount are we talking about?” asked Bob.
         “A dollar a share.”
         “Discount to market?” asked Michael.
         “No, purchase price.”
         “The stock is three times that now,” objected Bob. “That’s a haircut of over sixty percent!”
         “That’s the deal,” said Scarborough firmly. “At your current burn rate you’re going to need that million to stay alive until our financing closes.”
         Bob shut up.
         “Number two,” continued Scarborough. The initial financing will be seventy-five million. Fifty would be equity and the other twenty-five a convertible debenture with a coupon of twelve percent to make it an attractive junk bond.”
       “That’s a significant coupon premium given the prime rate,” countered Michael. “How about we step to twelve percent in year two, but start with ten percent in year one to give the Company some breathing room until we see the full impact of ITI’s integrated activities?”
       “Fair enough,” said Scarborough, writing in the new numbers.
       Bob strained to smile. He should have thought of that.
“Plus, we need a hundred million, not seventy-five,” said Bob.
“The deal’s seventy-five. There’s plenty in that for phase one,” responded Scarborough.
Bob wanted to debate. Michael wanted to take the money and run. “Phil,” interrupted Michael, “Bob and I can scrape by on the seventy-five.”
Scarborough chuckled. Bob didn’t. How dare Michael intervene into my domain?
       “Number three,” continued Scarborough. “To distance ourselves from the Pink Sheet market trash, and not embarrass Whitlaw investors, we need to execute a reverse split that yields an opening price of at least eight dollars.
       “Number four. With respect to due diligence and ongoing diligence, our attorneys are to have complete access to everything, upon reasonable notice of course, including all the records, minutes, etc., created by the attorneys and/or employees.”
        “Why don’t you just bug our offices?” joked Bob. “And tap the phones.”
        Scarborough ignored the sarcasm, although he wanted to take Bob up on his offer.
        “Number five. Whitlaw and Company gets a fee of eight percent plus three-year warrants at a fifty percent discount to market.”
        “Jesus! You’re killing us,” fumed Bob. “That’s almost twice the norm, warrants on a two-year string, and a discount to market of that magnitude can have a serious effect on dilution.”
         “Absolutely correct,” acknowledged Scarborough with a cunning smile. “But this is a deal few quality New York firms would even look it, much less buy into.
          “And one last thing. I want to meet all the acquisition candidates.
         The deal was done. Almost. Just before Phil left with signatures on the dotted line, was obligated to mention one more, one last thing.
         “This comes from Herb Junior personally,” said Scarborough coldly. “You do dope or get caught with dope or are anywhere near a dope bust and not only is the deal completely null and void, but Whitlaw & Company will see to it that the whole goddamn Street comes down on your neck!”
“Phil, I’m shocked. Everybody knows I’ve been squeaky clean for years. Michael knows the whole story. We have no secrets.”
Michael nodded silently as Bob’s massive ego kicked into high gear.
“Look Phil, I was a taker. But that’s over. I’m giving back.”
“My, my, isn’t that admirable,” said Scarborough with a smirk.
“My foundation gives underprivileged kids the opportunity to get a good college education.”
Scarborough paused. Could he have been mistaken about current-day Bob?
“ It’s called the WilBur Foundation, after my two Newfoundland’s.”
“That’s horribly maudlin. Don’t you have any conscience?”
“What the hell are you talking about?” asked a genuinely surprised Bob.
“The dogs.”
“The dogs. Herb’s house.”
Bob stared blankly.
“You really don’t remember do you?”
“No.”
“You killed the dogs at Herb’s party. You overdosed them on cocaine during one of your binges.”
“Jesus Christ!”
         *
“MR. M., YOU LOOK BEAT. Why don’t you take a nap, and leave the driving to Gus?” said Gus Paterakis, Michael’s limo driver.
True to his word, Bob got Michael his own car and driver. During the day in Manhattan, they shared Gus. During the mornings, evenings and weekends, Gus was Michael and Sandra’s, so to speak.
“So where is my business tycoon,” said Sandra sweetly on the other end of Michael’s cell phone.
“We’re just about to cross the Triborough Bridge into the South Bronx.”
“Tell Gus to keep the windows up. Remember what happened in Bonfire of the Vanities.”
“Funny, funny. You and Tom Wolfe have vibrant imaginations.”
“The more I get into this, wondering around Wall Street during the day is more of a snake pit than walking through the South Bronx after dark. At least in the Bronx, you know when and how they’re coming at you. It’s just war. On Wall Street, you never know who’s coming from where. I think most of these guys attended ethics boot camp in Afghanistan with the Taliban.”
“We are bitter tonight. I worry about you.”
“I’m just letting off a little steam. That’s the burden you bear as my best friend. Today was just another zany day in the life of ITI. Now we’re going International with a character you wouldn’t want to have dinner with. The guy’s a pseudo-intellectual, international business tycoon, art connoisseur and a shining beacon of good taste…according to him.”
“By any chance, his name would be Al Peppard?”
“How did you know?”
“I wasn’t hope from work more than thirty minutes, when a wonderful surprise arrived at the door. A three-foot tall hand signed and numbered Lalique vase. It is absolutely spectacular. About twenty minutes later, a dozen of the most exquisite long steam yellow roses with a hint of pink around the outer petals also appeared. The cards said, “Look forward to meeting you in person. Your husband and my new business partner is a lucky man.”
“I don’t know what to say,” said Michael.
“Baby, don’t say anything. With exquisite taste like that, he can only class up you rouges.”


                                                                     ###########


Part Three:
Bumps in the Road

                                          Chapter 12.

Bending the Rules

      LOU BRAFFMAN KNEW THE rules. The SEC required three years of audited financials before it approved a public offering—preferably from one of the Big Five accounting firms. Because ‘creative entrepreneurs’ like Goldsampt had raised fucking the SEC to an art form in the 80’s and 90’s.

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