by Stephen Frey
“You said you had some information for me,” Gillette reminded Cohen.
Cohen cleared his throat. “We heard back from the engineering firm about the seismic shoot in Canada.”
“And?”
“It’s not good,” Cohen said glumly.
“Why?”
“There’s oil on the option properties, but not much. Nothing to get excited about, nothing that would really turn the dial in terms of Laurel Energy’s value. I spoke to a couple of analysts at the firm earlier this morning. After they gave me the bad news, they said most people are starting to think that there really aren’t a lot of big undiscovered fields left up in Canada. That the exploration guys are looking more to fields offshore from Africa and South America. Canada’s played, I guess.”
“That wasn’t what they were telling us a few years ago when we got into this thing.”
“Things change. Unfortunately,” Cohen continued, “I’ve got more bad news. Lefors got a call last night from the corporate development people at U.S. Petroleum. They’re out. They’ve terminated the offer to purchase Laurel Energy. U.S. Petroleum’s been paralyzed by Harris’s death. Nobody can do anything until a new CEO is named and that could take a couple of months.”
Gillette rubbed his eyes. A hell of a day this was turning out to be.
“Sorry, Christian,” Cohen said gently. “I know you wanted an early win. Selling Laurel to USP at the price they were offering would have been nice.”
“What about the $5 million no-go fee?”
“Lefors mentioned that to the USP guys on the call. And they—”
“And they told him to pound sand,” Gillette interrupted, anticipating what Cohen was going to say. “They probably told him to litigate.”
“Not quite. They told him they’d pay us $500 thousand,” Cohen explained. “What do you want me to do?”
“Have you looked at that letter of intent Lefors had USP sign?”
“I scanned it earlier this morning.”
“How do you feel about the no-go fee language? Is it tight? Would we win in court?”
“It’s pretty tight, but there’s one clause in the paragraph that might give them some wiggle room. I’d say the odds would be sixty-forty us if we sued.”
Sixty-forty. Not enough to justify several hundred grand in attorney fees. “Tell them we want a million bucks.”
“Okay.”
“Settle at seven hundred fifty. That’s how it’ll go down.”
“Christian, there is one piece of good news,” Cohen spoke up.
“What?”
“Yesterday afternoon a group named Coyote Oil contacted Lefors and started asking questions about Laurel.”
“Coyote Oil?” Gillette had never heard of them.
“I’ve never heard of them either,” Cohen acknowledged, reading Gillette’s expression. “I’m having Lefors check them out. So far, about all he’s been able to find out is that they’re based in Casper, Wyoming. They’re privately held, so there isn’t much information available. Lefors asked them for some general stuff so we could qualify them. They’re e-mailing that to us this morning.”
“Have Lefors forward a copy of the info to Debbie so she can print it out for me,” Gillette instructed.
“Okay.”
“It’ll be tough to get what USP was offering with the bad news on the option properties. We probably shouldn’t even bother with them.”
Cohen held up his hand. “Lefors said they were aggressive on the phone. Said they were trying to establish a base up in Canada quickly.”
“You just told me Canada was played.”
“Maybe they have information we don’t. Fortunes are made faster with inside information than through slow and steady. We both know that. They claim they have a big backer, too,” Cohen continued when Gillette didn’t say anything. “Someone with very deep pockets.”
“Everybody has a backer with deep pockets,” Gillette said, exasperated, thinking about Tom McGuire. “Who is it?”
“They wouldn’t say.”
“Of course not.” Gillette banged the desk with his fist. “They don’t have anyone. They’re on a fishing expedition. They aren’t real.”
“My gut says we give them a chance, Christian. You told me to always have a recommendation for you when I brought up something. Well, here it is: Give this a shot. Let it play out.”
Another new wrinkle to Cohen’s personality. Normally Cohen never paid attention to his gut—only hard data. Suddenly things were different. “What do you—”
“Like I said, Lefors mentioned to me that they were aggressive on the initial call,” Cohen interrupted. “We should at least give them a chance.”
“But they aren’t going to pay what we want, especially if they’re small. Even with a big backer they aren’t going to have the strategic interest that big boys like U.S. Petroleum have.”
Cohen shrugged. “I still think we should follow up.”
Gillette studied the other man for a few moments. It seemed strange for Cohen to recommend going forward with a group he’d never heard of. He liked dealing with well-known players. But maybe this was a chance to test his instincts without risking anything but time. “Okay. Knock yourself out.”
“Great,” Cohen said approvingly, standing up.
“Don’t go anywhere. We’re not finished.”
“What’s up?” Cohen sank slowly back into his seat.
Gillette was hesitant to tell Cohen, but he wanted someone else’s opinion. He wanted to make certain he wasn’t being completely paranoid. And, of everyone he’d thought of going to, Cohen seemed like the best choice. Gillette took a deep breath. He was starting to trust the man. “Yesterday, Senator Stockman met with Paul Strazzi.”
Cohen had been checking his notepad. “So?” he asked, glancing up. “He’s probably just trying to shake Strazzi down for votes. The same way he tried to with you.”
“They met in a Bronx warehouse. If the senator was looking for votes, he’d meet Strazzi at Apex.”
“A Bronx warehouse?” Cohen asked curiously. “Really?”
“Yes.”
“That is strange. How’d you find out?”
“I had Stiles put one of his people on Strazzi,” Gillette explained.
“What do you figure is going on?”
Gillette hesitated, thinking about the best way to explain. “I had lunch earlier this week with Stockman.”
“At the Racquet Club. I remember. And?”
“We hadn’t even ordered and Stockman was turning up the heat on me about backing his campaign. Said he wanted me to tell our portfolio company employees to vote for him. Said he wanted to use our facilities for speeches and photo ops, and use our TV and radio network to support him.”
“Incredible.”
“Yeah, but I didn’t bite. I said I wouldn’t do it. I’m sure it was all he could do not to throw his gin and tonic against the wall.”
“He told you how you’d have an enemy in Washington, I bet.”
“Exactly,” Gillette confirmed. “But there was something else.”
“What?”
“He started talking about Dominion.”
“Dominion Savings & Loan?”
“Yeah.”
“What did he say?”
“He made it sound like he had information proving that we withheld data from the SEC during the IPO process, that the loan portfolio was in much worse shape than we reported. Basically, he said we defrauded the public investors.”
“That’s ridiculous.”
Gillette glanced out the window. It was a clear, beautiful day. The temperature had finally risen above freezing again. “Is it?”
“What do you mean?”
“Donovan and Marcie did that thing on their own. We never talked about it much at weekly meetings.”
Cohen put a finger to his lips and thought for a moment. “That’s true.”
“So, how would we know what went on there?”
“The acc
ountants were all over Dominion from the day we bought it,” Cohen pointed out. “They would have found something.”
“They didn’t at Enron or Worldcom. Or any of the other big-company accounting scams. And Bill was very tight with the senior partner at the accounting firm on the audit.”
“But banks and savings and loans are different. There’s federal and state examiners, too. There’s so much scrutiny someone would have figured out what was going on.”
“Not necessarily. As long as people keep putting money in, you can keep playing the shell game. You know, credit one person’s loan payment with someone else’s deposit.”
“Yeah, but—”
“Stockman also claimed there were payments sent out to insiders after the IPO. Payments that shouldn’t have been made.”
“Fraudulent payments?”
“Yes.”
Cohen spread his arms wide. “How in the world would Stockman know about all this?”
“From someone inside Dominion,” Gillette answered. “Or someone inside Everest.”
“No way,” Cohen argued.
“Ben, don’t go naÏve on me again.”
“Who then?” Cohen demanded. “Who’s the rat?”
“Obviously, it wouldn’t have been Donovan,” Gillette answered.
“Obviously.” Cohen stared at Gillette for a few moments, then his eyes grew wide. “Marcie?”
“I didn’t say that.”
“You implied it.”
Gillette pursed his lips. “Yes, I did,” he agreed quietly.
“But she’d be crazy to leak information like that,” Cohen protested. “If Stockman used what she told him, she’d face criminal charges. Why would she implicate herself?”
“Why would she necessarily implicate herself?”
“Because . . .” Cohen’s voice trailed off as he put the pieces together.
“Right,” said Gillette, seeing that Cohen understood. “Donovan’s dead. All the blame can be shoveled into his grave. They can say he was the one responsible for working with the auditors and someone at the company to hide what was going on. It’s perfect.”
“If what you’re saying is true, then Donovan was murdered,” Cohen whispered. “Whoever was responsible would need him out of the picture.”
“Agreed.”
“But why? What’s the endgame?”
Gillette leaned back and ran his hands through his hair. “Who’s our biggest rival?”
“Apex,” Cohen answered right away.
“Right. Paul Strazzi. He doesn’t want us to raise this next fund. He wants me to fail in the worst way. And he hated Bill. He’d want nothing more than to destroy Bill’s legacy.”
“But enough to have him killed?”
“Miles Whitman warned me that Strazzi would do anything to screw us. Anything. I think he was right. I think Strazzi was willing to do anything. And he did it.”
A troubled expression clouded Cohen’s face. “I still don’t see the endgame. So we get some bad press on Dominion for a while if what Stockman told you turns out to be true. So what? Raising the new fund goes on hold for a while until we sell a few more portfolio companies at good prices and we continue to show the investment community how we kick ass in private equity. I still don’t think Strazzi would kill someone to maybe put our next fund on hold temporarily.”
“Exactly,” Gillette agreed, leaning forward over the desk.
“Exactly what?”
“None of it would make sense if Strazzi thought he’d only be able to put us on hold temporarily. But it might if he thought he could take us out of the game permanently. Or take us over.”
“Take us over?”
Cohen’s reaction to this was going to be interesting. “Donovan’s widow dropped by to see me.”
“What did she want?”
“To let me know that her most important asset in the world was her stake in Everest. And to let me know she was worried about it.”
“Why?”
“Someone warned her there were problems with our portfolio companies. With the liquid stuff, too.”
“You mean our leftover IPO shares.”
Gillette nodded.
“Like Dominion.”
“Yes.” Gillette checked Dominion’s stock price again—off another dollar. “Then I have lunch with Stockman. When I wouldn’t let him use Everest as his personal campaign platform, he goes off into the Dominion thing.”
“You think Stockman is the one who spoke to the widow.”
“Or one of his aides.”
“Did you ask the widow who approached her?”
“She wouldn’t say.”
Cohen put his head back against the chair. “Are you worried the widow might sell her Everest stake? I mean, whoever buys it could call a vote, then use the 25 percent voting share that goes with the stake to elect their own chairman.”
“The thought had crossed my mind.”
“But, like I said before, so what? What if there’s some bad stuff going on at Dominion? I don’t think that alone would cause the widow to sell her stake. Dominion having problems wouldn’t decrease the value of her investment that much.”
“What if we had to reverse the entire transaction and pay a couple of billion bucks back to the public investors?”
Cohen cringed.
“And pay a huge fine on top of the two billion if the SEC proved that we conspired to conceal information from the auditors,” Gillette continued. “On top of all those headlines the widow is reading in the newspapers, what if she thought there were problems with some of the Everest portfolio companies, too.”
Cohen squinted. “Problems? Like what?”
Cohen had always been focused internally. On administration. On human resources, accounting issues, and the limited partners. Making certain they were kept constantly updated on events at the portfolio companies.
Every ninety days Cohen was responsible for compiling reports on each of Everest’s companies and sending them out to the limiteds. Reports that included summary financial statements for the first three quarters of the year, and full-blown audited numbers for year-end. The reports described important events that had occurred at the companies during the previous ninety days—an acquisition, a major new product rollout, a strategic partnership. All things that would make the limited partners feel good about the portfolio companies—and, therefore, their investment.
One thing the quarterly reports rarely contained was bad news. Only when bad news was about to be reported by the press was it relayed to the investors.
Cohen had no way of knowing about dirty little secrets at the portfolio companies because dirty little secrets weren’t discussed at the weekly managing partner meeting with Donovan. Donovan didn’t want Cohen or Faraday knowing about them. He thought that the fewer people who knew about the bad stuff, the better. He felt Cohen was too much of a straight arrow and might insist that some of the dirty laundry be communicated to the limited partners, that Cohen might argue it was their fiduciary duty to disclose it. And Donovan knew about Faraday’s drinking. He was worried Faraday might say something to someone who mattered after one too many scotches.
Donovan was keenly aware that much of business was psychological, that markets were fickle and could sway drastically on rumor and conjecture. These days so many conclusions were drawn based on snippets of information, companies could easily be convicted in the court of public opinion without having done anything wrong.
So Donovan had controlled bad information. Portfolio company problems were discussed in separate, off-site meetings. Only Donovan, Gillette, and Mason participated in those meetings because they were the only ones who held chair positions at Everest’s portfolio companies.
Gillette gazed at Cohen, weighing the risk of telling him these things. The guy might have a panic attack and send out letters on his own to the limited partners, alerting them to the issues. Without approval. Which would create massive problems. Cohen might not understand that portfolio compan
ies always had problems, some of which could look insurmountable or even sinister to the outside world. But they usually went away as long as everyone kept their cool.
“I’ll give you a for instance,” Gillette finally said. “Right now our waste management company has an environmental problem at one of its landfills.”
Cohen squinted and swallowed hard. “Which one?”
“Easy, Ben.”
“Which one?” Cohen pressed.
“It doesn’t matter.” The company operated more than thirty landfills, so there’d be no way Cohen could pin the site down. No one at the landfill was going to admit anything if he called around. The few people at the site who knew were under strict orders to say nothing. “I’ll tell you that it’s one of the rural facilities. It’s way away from any major metropolitan area.”
Cohen let out a frustrated breath.
“Ben, I’m the chairman of this company. My job is to determine when we can take care of a problem in-house and when a problem gets to the stage that the outside world has to know. Right now, in my judgment, it isn’t at that stage.”
“But how do you know?”
“You never know for sure.”
“You aren’t an environmental expert.”
“But I’m working with someone who is. That’s all I can do.”
“What’s the environmental problem?” Cohen asked. “Will you tell me that?”
“I will. But you have to keep it quiet. Can you do that?”
Cohen hesitated. “It’s a slippery slope, Christian,” he said, his voice wavering.
“Ben, at the most senior levels, that’s what business comes down to every day. Negotiating slippery slopes. You haven’t had any experience doing that. You’ve lived a protected life at Everest handling administration and looking after the limited partners. Donovan, Mason, and I have dealt with the tough stuff.”
“Tell me what’s going on.”
Gillette eased back in the chair and put his feet up on the desk. “A few weeks ago we found out that a large pond on the property is contaminated. There are very high levels of mercury in the water. Everything in it basically floated to the top, belly up. Apparently, the people who operated the landfill before we bought the company were burying toxic drums in a field beside the pond and they’ve leaked into the groundwater. We found the drums last week, and we think we can contain the spill. I don’t think we’ll have to go to the EPA.”
