Due Diligence: A Thriller

by Jonathan Rush

  “Okay. Let’s go with that for a start. I’m gonna talk to Doug Earl down here on the legal side as well—” There was a knock on the door. “Mandy, hold on.”

  Stella came in. “I have Mr. Gelb outside, Mr. Wilson.”

  “Have him wait, Stella. I’ll come out when I’m ready.”

  “All right, Mr. Wilson.”

  “Okay, Mandy,” said Wilson when Stella had left. “You handle it like you said. Now, we’ve got something else to think about.”

  “Yes, I realize that,” said Amanda. “The source.”

  “The Herald guy, he wouldn’t have just made this up, would he?”

  “No,” said Amanda. “I don’t think even Marv Koller would make something up entirely out of nothing. Although if it was a slow day…”

  “Then I’m going to assume there’s a source,” said Wilson. “Someone’s spreading lies about us, Mandy.”

  “Clearly. The first thing to ask is who could have something to gain from it?” Amanda paused. “And you seem awfully worked up about this, Mike, if you don’t mind me saying so.”

  “Are you serious?” demanded Wilson. “Have you seen what it’s done to the stock price?”

  “With respect, Mike, if it is garbage—which I’m sure it is—then it’ll blow over soon enough. If not, your next set of results will disprove it, won’t they? So if there is any damage, it’s short term. And so, I’m thinking, if you’re so worried about a little short-term damage, there must be something happening in the short term.”

  Wilson didn’t reply. Amanda Bellinger was smart.

  “Mike? Is there something else I should know?”

  “Listen, Mandy. I can’t tell you yet. When it’s time for you to know, you’ll know.”

  “So there is something?”

  “Mandy, how long have you worked with me? You’ll handle the PR, I promise you, but I can’t tell you what it is yet.”

  “Okay, Mike. That’s fine. Let me ask you, how important is this thing you can’t tell me about?”

  “Very,” said Wilson.

  “And it’s something that…” Amanda paused. “Say your stock price goes down further over the next couple of weeks, that’s going to make a difference?”

  “Yes,” said Wilson.

  “A big difference?”

  “Yes.”

  “A make-or-break difference?”

  “Mandy, don’t ask me anything else. I can’t answer it.”

  There was silence from Amanda. She’d probably already figured out there was some kind of a deal on the stove, thought Wilson.

  “Okay,” said Amanda. “We need to get this source. Like I said, I start with the motive. Who stands to gain from starting a rumor like this?”

  “That’s exactly what I’ve been thinking.”

  “And?”

  Wilson thought. It wasn’t Stan.

  “Anyone?” said Amanda.

  BritEnergy itself could benefit by starting a rumor, thought Wilson. Drop the stock price, get a better deal. But that would be a dangerous game to play. Could make Louisiana Light look so bad that BritEnergy’s own board wouldn’t approve the deal. Besides, everyone was a winner already. That was the whole point.

  “No,” said Wilson. “Right now, I can’t think of anyone, Mandy. But we’re going to try to figure it out.”

  “All right. Let me know if you do. In the meantime I’ll see if I can find anything out at my end. Discreetly. I did notice one thing. There was something a little odd in the Herald today. I had one of my people check a few back copies. Apparently, there aren’t usually any bylines on the financial page, just Koller’s imprimatur. Today they had someone else credited with additional reporting.”

  “You think that’s important?”

  “Can’t hurt to find out. Listen, Mike. This is important, right? If you had to, you’d spend a little money on this?”

  “How much?”

  “I don’t know. Five figures. Maybe a hundred thousand. Would that be out of the question?”

  “No, not if it could shut this down. Why do you ask?”

  “It’s just a thought.” Amanda paused. “Let me see what happens. I’ll let you know if it comes to anything.”

  Wilson called off. Amanda Bellinger put the phone down.

  She stared out the window of her office, thinking about Mike Wilson. New York traffic moved below her. Absently, she began to finger her brooch.

  He was forceful when he was angry, she thought. Impetuous. Like a bull butting at a tree, needing an outlet for his rage. Violent, virile, hotheaded.

  Her mind wandered.

  She raised an eyebrow, half in surprise, half in pleasure. Amanda, she thought, you’re getting quite wet.

  * * *

  In his office, Wilson waited until Gelb sat down. “Where’s the stock?” he asked.

  “Steady. Forty-four-point-nine last time I looked.”

  “That’s back up a little.”

  Gelb shrugged.

  Wilson watched him. He didn’t like the way Gelb looked. Drawn, dark bags under his eyes. As if he hadn’t been sleeping much. Wilson didn’t like the discouraged tone he heard in his voice.

  “How do you think it happened?” said Wilson.

  “I don’t know.”

  “I talked to Stan. It wasn’t him.”

  “Can you be sure?”

  “I’m telling you it wasn’t.”

  “Maybe it was someone else from the board.”

  “No.” Wilson shook his head emphatically. “That wouldn’t happen. Why would they? They’re all going to get something out of it.”

  “What about Imogen DuPont?”

  Wilson laughed.

  “What, you don’t think she’d leak just because she’s a lawyer? She was a politician, Mike. Don’t forget that.”

  “Hell, Imogen DuPont wouldn’t know enough to tell whether a revenue’s been booked up front, down back, or upside down. All she cares about is following the rules.”

  “The article was vague. Just the kind of thing you might say if you don’t know anything about the details.”

  “Please,” said Wilson. “Forget Imogen DuPont. Let’s try and get to the bottom of this.”

  Lyall grimaced.

  Wilson looked at him sharply. “What’s wrong with you?”

  “Last few days, I’ve been getting stomach pains.” Gelb rubbed at his belly.

  “You got an ulcer?”

  “I don’t know.” Lyall winced again.

  “You should see a doctor. By the way, how’s Becky?”

  Lyall nodded. “She’s fine. Doing good.”

  “They do that keyhole surgery for appendectomies nowadays?”

  “Yeah.”

  “I remember when Joey had an appendectomy,” said Wilson. “This is going back … twenty years. More. Hell, he was in the hospital for a week. Then another month before he went back to school. Huh? And now it’s what? A few days?”

  “Becky’s going back to school on Monday. She’s still a little sore.”

  “Monday, huh? How long is that. Ten days?”

  Gelb grimaced again. He took a sip of his coffee.

  “You want to watch that, Lyall. Coffee’s a killer if you’ve got an ulcer.”

  Gelb nodded. He rubbed his stomach. Wilson watched him uneasily. Stomach pains. He didn’t like the sound of that.

  “Okay,” said Wilson. “Let’s think about this. You think the leak came from someone at Dyson Whitney, like it says in the article?”

  Lyall shrugged. “What do they get if they kill the deal?”

  “That’s what I think. What about someone else? Disgruntled employee. They’d have to know the finances. You got someone on your team who might have done it? Someone you let go recently?”

  “You know I try to treat everyone decently, Mike.”

  “Yeah, I know,” said Wilson. Good Christian. Such high morals.

  Lyall winced again.

  “Get the security stepped up,” said Wilson. “Review
anyone who’s got access to your data.”

  “My team’s good, Mike. No one even knows there’s a deal except Dave Sagger.”

  “What about him?”

  Lyall shook his head.

  “Okay. Will you just review the security, Lyall?”

  “Okay.”

  “So what else do we do?”

  “It could be anyone. Anyone with an ax to grind. You’re probably right, Mike. It’s probably some ex-employee who saw the results and thought, Okay, let’s do it.”

  “Why now?”

  “Who knows?”

  Wilson nodded. Then his expression changed. “No. They knew about Dyson Whitney. Whoever it is must know there’s a deal. We’ve never used Dyson Whitney before.”

  “I don’t know, Mike. Word gets out. You know the banks. Dyson Whitney’s probably leaked the fact that they’re working with us to help them get some other client. Doesn’t mean they’re saying anything about a deal. The Street picks it up … then some journalist gets a call from someone peddling some other story about our revenues, he puts it together, comes out as one. Makes it look like the story came from Dyson Whitney to conceal his source.”

  “But they still leaked!”

  “Yeah, but not this. Not the deal. Just the fact that they’re working for us. Realistically, you’ve got to expect that.”

  “I’m going to give them a blast,” said Wilson.

  “Go ahead.” Gelb shrugged. “Give them a blast if it makes you feel better.”

  Mike Wilson shifted disconsolately in his seat. He wanted someone to blame. Someone he could yell at. Someone he could string up and flay.

  “Mandy Bellinger says she might have an idea about how to track down the source,” he said at last. “I’m going to give the guys at Dyson Whitney a blast in case anything came from there. You know, I got fucking Merrill on my back now.”

  “I know. I’ve been dodging calls from Dave Bracks all morning.” Gelb winced again.

  Wilson watched him anxiously. “You should see a doctor.”

  Gelb shrugged. “It’s the coffee.”

  “You should try some milk.”

  Lyall nodded.

  Wilson got up and went to the window, looked down at the river. A line of barges made its way downstream. He turned back to Gelb. “What are we going to do about Bassett?”

  Gelb didn’t reply.

  Wilson looked at his watch. Almost eleven A.M. That would make it almost five in the afternoon in London. The board of BritEnergy had conditionally approved the deal the previous day. But a board could withdraw its approval.

  “He would have called you,” said Lyall, knowing what Wilson was thinking.

  “Still might.” Wilson checked his watch. “You or me? What do you think?”

  “It’d be more courteous for you to call him, Mike.”

  “No, I was thinking you might call their CFO.”

  “Finance director, Mike. They call them finance directors over there.”

  “Whatever. What’s his name again?”

  “Oliver Trewin.”

  “You want to call him?”

  Lyall was confused. “Sorry, how does that work?”

  It was what Mandy Bellinger had been saying. Wilson was just extending the idea. Play everything down. Make it sound so small it wasn’t even worth talking about.

  “If I call Bassett,” said Wilson, “it’s a big thing. Like we’re panicking. You call Trewin, ask if they’ve seen it, laugh it off. Huh? Like it’s some piece of garbage. You know, say we get this stuff all the time over here. What’s he gonna know? Just make it sound like it’s not so serious.”

  “It sent the stock price down twelve percent, Mike. He’s going to know it doesn’t happen every day.”

  “All right. That’s true.” Wilson frowned. “I still think it’s better if we play it down. Try Trewin. Let’s start with that. If you think it doesn’t go down right, I’ll call Bassett.”

  Lyall didn’t reply. He shook his head slightly.

  “What?”

  “What’s the point?”

  Wilson stared at him.

  “What’s the point, Mike? They’re going to walk. You know they’re gonna walk.”

  “They’re not gonna walk.”

  “Please! Twelve percent down. Jiminy Creeper! We’re gone, Mike. We’re…” Gelb shook his head, face creased in dismay, unable to get the words out. He threw up his hands. “There’s nothing left for next quarter. You understand me? Nothing. Twelve percent down. After our next filing, we’re gonna wish it was only twelve percent.”

  “There’s not gonna be a next filing,” said Wilson. “Not for Louisiana Light. It’s going to be for LLB.”

  “Right. I forgot. We’re going to get this done in ten weeks, right?”

  “That’s right. And when LLB files, no one’s gonna know what’s our numbers and what’s BritEnergy’s. If there’s anyone who can mix them up so good no one will ever be able to pull them apart, it’s you, Lyall.”

  Gelb didn’t reply.

  “It’s gonna turn out the combined LLB’s numbers aren’t so great. Why’s that? Because BritEnergy put one over on us. They didn’t perform as well as they projected. But hell, it’ll be okay. Just give us a year or two and we’ll work that old Louisiana Light magic on them.” Wilson grinned. “Huh? Now, you tell me the market won’t buy it. Just let me at ’em. The market always buys it.”

  Lyall shook his head.

  “What?” demanded Wilson. “What the hell’s wrong with you?”

  “We’re kidding ourselves, Mike. It’s ridiculous! They’re gonna walk. We will not get this done in three months. We’ll have to file again as Louisiana Light, and when that happens, we’re done. We’re finished! So let’s just…” Lyall gave up, waving his hand in exasperation, grimacing, wincing.

  “What? Let’s just what?”

  “Let’s just stop pretending we can do anything about it!”

  “And what?”

  Gelb smiled in despair.

  “And what?” Wilson sat forward, jabbed a finger at Lyall. “We’re gonna do this deal. You understand me. We’re gonna do this deal in ten weeks flat. Louisiana Light is never gonna file again!”

  Gelb kept watching him.

  “Get a grip, Lyall. You and me are going to make this happen. We can do it and we will. You got that? Because if we don’t … This isn’t some company that’s just gonna go bankrupt, Lyall. It’s way worse than that. The things you’ve done…”

  “It was you, Mike. I never wanted to. You know I never did.”

  “The things you’ve done,” said Wilson again, slowly, “are gonna put us both in jail. Now, just think about that for a second. It’s a witchhunt out there, Ly. Every DA in the country wants to bag him a corporate felon. Hell, there just ain’t no sympathy for white-collar crooks no more. Bad Bernie Madoff done gave us all a bad name.” Wilson paused. “You take a second to think about your family, Lyall. Think about little Becky. Now, you look me in the eye and tell me we’re not gonna get this deal done.”

  There was silence.

  “They’re gonna walk, Mike,” said Gelb quietly.

  “Then we’re gonna have to stop them from walking. You think getting this done in ten weeks is gonna be tough? We have zero chance if this falls through and we have to start again with someone else.”

  Lyall took a deep, troubled breath.

  “You understand me? Now pick yourself up.”

  Gelb nodded.

  “All right. That’s what this is all about, Lyall. Your family. You just remember that. Now, you ring Trewin. Tell him it’s just one of those things that happens. Some scut sheet with a rumor. Tell him to watch our stock price and see it come back up. Tell him we’re setting up our data room for their due diligence just like we promised. They can see anything they like. Absolutely anything. They can see our petty cash accounts. Make that clear to him, Lyall.”

  Gelb frowned again.

  “Come on, Lyall. We’re gonna be helpfu
l.” Wilson smiled. “You just put so much damn stuff in there it’ll take them a year to figure anything out.”

  “And what if they do?”

  “They’re not going to have a year, are they? They’re going to have a week. They were happy with that. Tell Trewin we’re setting up the data room. We’ll have it ready for them on Monday, like we said. Tell him our guys will be in London on Monday to start using their data room. We’ll do it just like we talked about it, okay? When you call Trewin, keep it light. Then you come back and tell me how it went, and you let me know if you think I should talk to Bassett.” Wilson paused. “We’re gonna do this, Lyall. You hear me? We’re gonna do it.”

  Lyall sat for a moment longer. Then he got up. He grimaced again.

  “Try some milk for that stomach,” said Wilson as Gelb turned to leave.

  Wilson watched him go. He was starting to worry about Lyall Gelb. He couldn’t do this deal without him. Wilson himself didn’t know the details of how Gelb had managed to do what he did, and couldn’t have understood them if he had. Only Lyall knew all the secrets, only he could do the financial work necessary to finalize the deal without exposing them. And only Lyall could then use the finances of BritEnergy to quietly dismantle the hidden framework of loans and off-balance sheet vehicles and the other structures that were threatening to collapse from under Louisiana Light. Wilson could do this deal without Stan Murdoch, without Doug Earl, without just about anyone else. But he couldn’t do it without Gelb.

  Gelb didn’t know the half of what Mike Wilson faced if he failed. Lyall Gelb thought that all they had to worry about was getting chased by some DA. That would be nothing compared with owing money to a man like Tony Prinzi.

  Wilson gazed out the window, at the long curve of the river below. He followed a barge slicing slowly through the mud-brown water, drifting along until it moved out of sight. He watched it, face calm, composed, his features revealing nothing of what was going on inside him.

  But Mike Wilson was on the edge. On the very, very edge, in a way that Lyall Gelb, who had never gambled in his life, could never even have understood.

  Mike Wilson had always been a gambler. In life, in business, in everything. At school, he was betting on baseball games in the third grade. His second wife, Aileen, insisted he go through counseling to try to deal with it. That was a condition for her staying in the marriage. For about ten months he hadn’t wagered a dime. The most miserable ten months of his life. When he finally decided to quit therapy, he sent the therapist a thousand dollars’ worth of casino chips as a thank-you.