Part 24 (2/2)
She nodded. ”As long as you'll call me Angela.”
He nodded back, flas.h.i.+ng a sincere smile for the first time. ”All right.”
Jake Lawrence knew exactly what he was doing. She could see it in Fogel's expression. Fogel hadn't wanted to connect with her because, for all he knew, she was a Trojan horse, an intriguing emissary running cover for a powerful enemy who might wrest his company from him. But he'd been unable to hold back that smile. And she'd caught him giving her the once-over as they'd walked from the lobby to the boardroom. The short skirt hadn't hurt things.Men could be so predictable.
”Do you have a card, Angela?”
”Certainly.” She reached into her folder, pulled one out, and placed it in front of him.
Fogel picked it up and a perplexed expression crossed his face. ”Sumter Bank?” he asked skeptically. ”And, forgive me for being so blunt, but just a vice president?”
”That's right. I'm a lending officer. M&A advisory isn't my specialty. And I don't usually cover this geographic area.”
Fogel groaned. ”Then why am I wasting my time? I told you I would call your superior if this boat didn't have a captain. I don't appreciate you-”
”I'm representing a man named Jake Lawrence.” Fogel clammed up instantly. ”I will a.s.sume by your reaction that you know who Mr. Lawrence is.”
”I read the newspapers,” he replied stoically, adjusting a cuff link.
She glanced down. The cuff links were tiny replicas of antique faucets, one designated ”hot,” the other ”cold.” ”Mr. Lawrence has taken a strong interest in your company. He wants to acquire 100 percent of the stock, but he doesn't want to have to enter into a public proxy fight to do so. No press war. As you might imagine, he abhors publicity. He wants me to negotiate with you so that when the takeover is announced, it's a done deal. So that we've all agreed on a fair price up-front. So that when the transaction is announced, there's nothing left to do but sign doc.u.ments.”
”Why has he taken such an interest in Proxmire?”
”He thinks it's a valuable a.s.set.”
”We lost five million dollars last quarter, Angela. Corporate America is spending far less on information technology now than they were a year ago. And our lenders are getting nervous.” Fogel paused. ”Tell me why Jake Lawrence thinks Proxmire is so valuable.”
Jake had instructed her to try to keep the real agenda hidden because he was concerned that Fogel might try to sell ESP before the transaction could be completed. However, she sensed a need to quickly build the relations.h.i.+p, to provide Fogel with a rationale he could hang his hat on. ”Mr. Lawrence thinks that your ESP Technologies subsidiary is a winner. ESP did some work for one of his portfolio companies, and the results were impressive. Mr. Lawrence is prepared to purchase all of Proxmire's shares, and, on top of that, invest additional funds into the company so that you can roll out the ESP product on an accelerated basis.”
”Really?”
”Yes, and he's also prepared to enter into long-term contracts with you and your executive team in order to provide all of you with personal financial stability-that is, as long as I don't find anything out of the ordinary during the course of my due diligence.”
”You won't find anything,” Fogel a.s.sured her. ”We're squeaky clean.”
”If you say so.”
”On top of the money Mr. Lawrence invests to roll out ESP, he would also have to promise to invest funds to stabilize Proxmire,” Fogel said. ”My board of directors will require that as a condition of closing.”
Angela hadn't discussed this deal point with Jake, but he'd given her the flexibility to agree to whatever she needed to agree to to get to the due diligence stage. As long as it seemed reasonable. ”I believe that can be arranged.”
Fogel tapped the table. ”How much money does Jake Lawrence really have, Angela?”
”Enough to buy Proxmire out of petty cash, and I don't say that out of arrogance. It's just a fact. Call your investment bankers. They'll tell you. He owns 10 percent of Sumter. That alone has cost him more than six hundred million.”
Fogel nodded. ”So that's the connection. The fact that he owns a big chunk of your bank.”
”Yes.”
”But that doesn't explain why you are the messenger.Normal protocol would have a senior Sumter executive representing Mr. Lawrence in a transaction like this.”
”In this case, he felt I was the more appropriate individual to make contact with you.”
Fogel smiled. ”What Mr. Lawrence felt was that I would be more taken by you than by a silver-haired, fifty-five-year-old WASP. That I would connect with a woman who has probably endured many of the same things I have. I bet, if we were to have a more social conversation, I'd find that our backgrounds are very similar.”
Angela gazed at Fogel. ”Yes, you would.”
His smile faded. ”But I will not be a pushover. I will drive a good deal for my shareholders.”
Angela's expression toughened. ”I appreciate that. And I hope you will appreciate that Jake will not be a pushover either. He doesn't want a public proxy fight, but he's prepared for one. He doesn't bluff. You can have your investment bankers check his history as far as that goes too. He will go to the mat. You can also have your bankers check on Jake's win-loss record in proxy fights.” She paused for effect. ”He's undefeated, Walter.”
All of this information had been included in the package to provide her with ammunition for just this moment. Jake had coached her over dessert, a.s.suring her that this moment would arise. That this would not be like negotiating a loan agreement. That this was more akin to life and death. That Fogel might seem prepared to accept the terms of surrender, but that she shouldn't be fooled. Nothing would be certain until the doc.u.ments had been signed and the stock transferred.
”Mr. Lawrence is absolutely prepared to go through that fight,” she continued, ”but he won't appreciate the extra time, money, and mental aggravation it will cause.”
”Is that a threat?”
”There would be consequences.”
”That's definitely a threat.”
Angela nodded. ”Sure. To the extent there's a proxy fight and Jake wins, there will be no management contracts. A new management team will be formed. You can be certain of that.”
”I have plenty of stock options. My board has seen to that. I'll be a rich man anyway.”
”The strike prices on most of your call options are way out of the money. You won't be as rich as you would like me to believe. You'll still have to work for a living. We've done the a.n.a.lysis.” She hadn't wanted to use this next arrow, but Jake had given her permission to if she felt delivering it would push Fogel over the edge. ”And you will have irritated one of the richest men in the world. A man who doesn't forget. Is that something you really want to do?”
Fogel leaned back and rubbed his neck. ”Probably not,” he admitted.
”I'm glad to hear you say that.”
”So, let me get this straight. Mr. Lawrence is basically telling me that I'm about to get raped. But instead of fighting it, I might as well lay back and let it happen.”
”First of all, I'm not wild about the a.n.a.logy.”
”Sorry, I didn't mean to-”
”Second, I believe that if you work with Mr. Lawrence, you will find him to be a worthy business partner.”
Fogel looked down at the table. ”When I first met you out in the lobby, I have to admit I wasn't sure what to think. But I guess I misjudged the situation, didn't I?”
”I just want to get a deal done,” she answered quietly. She could tell by Fogel's tone that resignation was setting in, and she forced herself to suppress a smile. This was more exhilarating than she had antic.i.p.ated. For the first time in her life she felt the power that Jake Lawrence felt every day. And it was intoxicating.
”Will Sumter Bank be providing debt for this transaction?” Fogel asked.
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