by Jan Moran
Jimmy Don sniffed with defiance. “Roper won’t agree. He’d fire me and send in someone else. Don’t waste your time.”
Her skin prickled. This was a disaster in the making. She punched a button and Lacey came on. “Lacey, would you get Thomas Roper on the phone for me, please?”
Verena replaced the receiver and glared at Jimmy Don, checking her anger. “As CEO, it’s my duty to inform our investor of any activity that puts the company at risk.”
His face contorted, morphing to that of a conniving charlatan. “You do that and I’ll tell him you’re drinking at lunch, coming back drunk and abusing employees. Maybe even me.” He pushed forward in his chair, clearly relishing her reaction.
Verena was horrified. How dare he? “You can’t do that. That’s blackmail.”
“Not if I’m truly reporting what I’ve observed. Roper told me to report back on anything that might damage the company. In fact, he had a list of ideas.” His lips twisted into a satisfied sneer. “They’re waiting for you to make a mistake.”
“I’m not going to make a mistake. I don’t drink on the job and I don’t fire pregnant women. You need to learn how honest business is conducted. What I don’t understand is, you’re smart. Why are you acting like this?”
As Jimmy Don blinked and wiped his nose, his haughty attitude cracked. “Look, I’m only warning you. You should be grateful. And if I don’t say something, well, the next guy Roper sends in will. That’s how Roper plays the game. You have to learn it. We all play by his rules.”
Derrick’s words shot through her mind. Learn the game. Instantly, Verena saw how it would play out. Roper made the rules and everyone played by them. Even Derrick. Her heart sank. Whatever trace of admiration she still had for Derrick’s intelligence withered into a dry, dusty feeling that choked her. Roper had his greedy claws in everyone. But that was no excuse.
She strode to the door and flung it open. “Lacey, cancel that call. Jimmy Don is leaving now. And ask Annette to come to my office, please.”
Verena whirled around to Jimmy Don and pointed to the doorway. “No one is fired without my approval. Now get out.”
23
THUNDER CRACKED OVERHEAD, waking Lance from a heavy slumber. With a groan, he peered outside. Heavy clouds had rolled in over the ocean, dousing the shore with steady rain. He had been looking forward to a long bike ride on the beach, but he’d have to make do with a workout at the gym.
A few hours later after he returned home, he slid open the wide screen doors on his covered balcony to let the scent and sound of the rain shower inside. There was a certain romance about this weather that spurred his creativeness, so after blending a protein smoothie with berries and greens, he pulled out his sketchpad and settled on the couch.
Creativity ran in his family and had led him to chef school, while his brother Aiden had developed a career in abstract art. Even though his skills didn’t approach Aiden’s, he still got pleasure from drawing and painting. With quick, flowing lines, he captured the crashing waves roaring in just beyond his condo.
After a while, he took a break. Glancing at his ocean painting on the wall, he was reminded of the day that he’d run into Verena. She’d taken interest in his hobby, and that had meant a lot to him.
Lance was growing increasingly concerned about Verena, yet he didn’t want to appear needy or selfish. He was well aware of the commitments she had on her time, and he respected her for it. Yet he was also worried about her.
Seeing that it was around lunchtime, he reached for his phone and punched in her number. Maybe she’d have time to talk. It was Monday, the least busy day of the week at the hotel and his regular day off. Maybe at the salon, too. When Verena didn’t pick up her mobile phone, he thought it might be tucked in her purse or maybe the ringer was off. He tried her office number.
Lacey answered. “Verena Valent’s office. May I help you?”
He had to smile at her assistant’s friendly southern drawl. This wasn’t the first time he’d tried to reach her at the office. “Hi Lacey, it’s me, Lance. Is Verena available?”
“Why, hey Lance. She’s been mighty busy, but I’ll check. I think I can get you through to her.”
“Don’t bother her if she’s busy. It can wait.” He could hear the woman’s smile in her voice.
“Sometimes she needs a break. You hang on now, you hear?”
A few moments later, Verena came onto the line. “Hello Lance.”
Her melodic voice weakened any resolve he might’ve still had. “You’ve been on my mind. Couldn’t resist checking in with you.”
“I’m really glad you did.” She paused, silence filling the line.
She sounded weary, and Lance wished he could reach out over the phone to wrap her in his arms. “I’d love to see you again. How’s later this week?” When she didn’t reply, he added, “If you’ve had a rough week, I can come over and cook for you and the girls and Mia.”
Another hesitation. “I’m afraid that’s impossible.”
“Want to talk about it?”
“Sorry, I really can’t. Maybe you should—”
“Take care of you a little more?” He winced at himself. Wrong thing to say to a woman who ran her own company. Hadn’t his mother taught him anything? But he didn’t want to hear her tell him to find someone else, although if that’s what she wanted, he could respect that. Yet her voice held a different note, one he knew well. Sheer exhaustion.
She laughed a little, but she still sounded distracted.
In an effort to lighten the conversation and get her to open up, Lance chuckled. “If I didn’t know better, I’d think you were playing hard to get.”
“I’m not playing, Lance. I am hard to get. I have a lot responsibilities. Maybe we should take a break.”
Ouch. That hurt him for a moment, and then he realized how much she reminded him of his mother. “I understand. But I’m a patient man, Verena. If you need my help with anything, feel free to call on me.”
She was quiet for a moment, and then she said, “You have no idea how much that means to me.”
Actually, he had a pretty good idea. He’d watched his mother juggle an active family and still find time to pursue her dreams.
After saying goodbye, he swung around on his stool and gazed out over the Pacific Ocean, his heart full of compassion for Verena. Breathing in, he filled his lungs with the fresh sea air, never tiring of its power and beauty, or the omnipresent rhythm of its waves. Growing up near the ocean, this wonder of nature was part of his soul and where he often turned to rejuvenate his spirit when he was worn out from work. The sea held good memories for him. When he was young, his mother had often taken him and his brothers to the beach to run off energy and explore nature.
Raising three boys, Lisette Martel had a lot of responsibilities and wasn’t always immediately available to his dad. His parents were a team though, and his dad loved his mother all the more for tending to the responsibilities that benefited their family. Sometimes those were school functions for him and his brothers, or sometimes she had responsibilities during a film production.
He grinned. A lot of men might not have understood how the wrong dress could possibly be more important than having dinner on the table for her active family, but his father had always understood the big picture. The wrong dress could indeed derail a multimillion-dollar production.
Once, he recalled, an actress had become pregnant before filming, and the wardrobe had to be adjusted as it became apparent. If his mother neglected her professional responsibilities, her actions could endanger the production and those who had invested it or worked on it. It could diminish her ability to gain work in the future. Being creative and getting paid well for it not only provided his mom with a sense of accomplishment and self-esteem, but it also brought in an income that had helped underwrite her sons. Her mother was proud of that.
Some of the guys he knew didn’t share his sentiments about strong women, but he admired them, just as his father still
adored his mother. That’s exactly the kind of woman he wanted in his life.
24
VERENA HAD JUST finished another laborious report for Herringbone when the phone on her desk rang. Verena tapped the speaker button. “Yes, Lacey?”
“Scarlett is holding on line one,” Lacey said. “And have you seen Jimmy Don?” She hesitated and lowered her voice. “There’s a police investigator downstairs asking for him.”
She tapped a nail on her desk. That’s interesting. “Did the investigator say what it was in regard to?”
“Not a peep, he’s got a mouth like a steel trap.”
“I can’t think of where Jimmy Don might be, unless he’s off trying to fire someone else.”
Verena switched lines to Scarlett. “Hey, girlfriend, what’s going on?”
“I tried to reach you earlier, but Lacey said you were busy doing facials?” Scarlett’s tone was incredulous.
“I know, it’s been a while, but I had to lay off an esthetician. We’re booked solid, and these are valued guests who have standing appointments. It’s temporary. The last thing we need is gossip about how bad we treat our most loyal guests.”
Scarlett turned serious. “Your corporate counsel just called me and we had a long talk. Are you alone?”
“Yes,” Verena began, her curiosity piqued. “What did Jack Epstein want?”
“Close your door. You’re not going to like this.” Scarlett’s voice was flat.
“It’s closed.” The tiny hairs of the back of Verena’s neck bristled with apprehension.
“I received an email this morning from another attorney, one of Herringbone Capital’s counsel. I just sent it to you. I’ll wait while you open it.”
Within seconds, the email appeared on the computer screen. Verena clicked it open and began to read. As she did, her first thought was one of disbelief, and then, shock.
“Are you still there, Verena?”
“I don’t understand...”
“Herringbone is trying to take over your company. There’s a new term sheet attached.”
“They can’t do that!”
Verena heard Scarlett sigh. “Yes, they can. I warned you about them.”
“But Derrick said—”
“It doesn’t matter what Derrick said, what matters is what is written in the agreement you signed. It says here that the Passari extension contract was to have been signed by now.” Passari was one of their top retailers.
“Jimmy Don is working on it. He says it should be completed next month.” Panic clouded her thoughts as she recalled her conversation with Jimmy Don. We all play by his rules.
“This means the company has violated a financial covenant.”
“Because Passari is withholding payment until the new agreement is signed and new invoices are cut. Jimmy Don is working on this, Derrick knows that.”
“I’m sure he does. Any issue with the Passari agreement getting signed?”
“No, but because Jimmy Don gave away a critical point related to timing, Passari has no incentive to sign it until next month. I outlined the entire negotiation strategy for him, but he didn’t follow it. He’s an idiot.” Verena had a sinking feeling. Hadn’t Jimmy Don warned her about Roper?
“He’s Herringbone’s puppet. You realize he listened to your instructions and then turned them around on you. They set you up.” Scarlett paused. “I’m really sorry, Verena.”
As this knowledge set in, an intense chill of foreboding spiraled through her. Her teeth began to chatter.
Scarlett went on. “You have two options. One, they foreclose on the business and you get nothing. Two, the term sheet. Let’s open that now. I’ll go through it with you.”
Nothing? How could that be? Numbly, Verena opened the attachment and began to read, her eyes glazing over.
“They’ll release your personal guarantees from all loans to Herringbone Capital—that’s five million bucks you’ll be freed of, Verena.”
Personal guarantees that Herringbone had insisted upon for loans to the Rainbow Nail subsidiary. Verena continued to scan the document on the screen. Her vision greyed, and light-headedness set in. This can’t be happening, this is insane.
“Are you still with me?”
Verena blinked at the screen, trying to maintain her equilibrium. The words were shifting, but their meaning was clear. “I’m reading.”
“All of your personally held formulas, trademarks, and patents, along with those of the company, will be transferred to them. Seems they were pledged for the loans.”
“What? They can’t do that.” Anger gathered in her chest like storm clouds whipped by frenzied winds.
“They can. The company has no value without your intellectual property. Actually, I don’t think the company has as much value without you, which is why I can’t believe they’re doing this. You’re the creative genius, Verena.”
“Then why is Roper doing this?”
“Because it’s what he does.” Scarlett said. “That’s why people call it vulture capital. They can’t help themselves. It never changes.”
“But Derrick said—”
“Sorry to break it to you, but Derrick can’t be trusted either. He’s one of them. Their counsel mentioned that all decisions Herringbone Capital partners make have to be unanimous. Derrick’s a partner.”
He was. A minor partner, but a partner nonetheless. Verena closed her eyes, her mind reeling.
Derrick had to be in on this, no matter how many times he’d assured her that he was doing his best to help her. He had been from the beginning. Memories of promises and snippets of conversations roared through her mind. Now the pieces fit together like a puzzle. Derrick is a lying bastard. Blood rushed through her head, the veins in her neck throbbing.
Scarlett cleared her throat. “There’s more, Verena. In exchange for the release of the personal guarantees, your stock will be reduced from eighty percent to thirty percent, and that will all be common stock. Phantom stock, really, since they have preferred stock, which is first in line on a sale. They have participation rights on the preferred stock, which was capped at a 6x multiple of their liquidation preference amount—far too much, if you ask me. Then there are their accumulated dividends. There’s even more, but you get the picture.”
Verena’s head hurt like hell. She hadn’t had much leverage in the negotiation process, and she had even less now. “Bottom line?”
“They’re taking over the company and they get priority on all monies. Don’t count on ever seeing anything. You might, but it’s highly doubtful. When they sell the company, they won’t be concerned about common stockholders.”
When they sell the company.… Roper snapped his bony fingers and her family’s livelihood was shattered. Gone in an instant. Lifetimes of work by her mother, her father, and her grandmother—all their labors had vanished. And for what? Greed. Thomas Roper and Herringbone Capital didn’t have enough money?
“Finally, you’re an at-will employee in the State of California, and they are terminating your employment.” Scarlett paused. “But you wouldn’t want to work for Jimmy Don anyway. Jack told me that he’s being promoted to CEO.”
That insipid little jerk couldn’t wait to push me out of the way, Verena thought, fury coursing through her. So this is it, this is how it’s done. How owners lose their companies. Now she understood.
“We can push back on some of these points and fight for severance, but I’ll be honest with you, they’ve got the upper hand.”
“Do everything you can, Scarlett.”
“You know I will. Want to meet me for dinner tonight? We can review it more, and maybe I’ll have a better answer for you by then.”
“Okay, call me later.” Her head was spinning.
“I will, as soon as I have something for you to review. Chin up. I love you, V. Adios.”
As if in a trance, Verena returned the phone to its cradle. She stared out the window, a mixture of shock, disbelief, and anger jostling in her mind. She thought abou
t the jobs she had created and the loyal people who worked for her, and wondered what would happen to them. And what would happen to her. From job creator to unemployed—snap, and the world kicked you to the curb.
Hot tears of anger pooled in her eyes as she thought of Derrick and Herringbone, and of losing her company. She blinked hard.
She heard a soft tap on the door.
“What is it?”
Lacey’s voice floated through the door. “It’s me, Verena, can I come in?”
“Yes, of course.” Verena swiveled in her chair, arranged a professional expression on her face to mask her turmoil, but she knew Lacey could see through it.
Lacey said, “Derrick called twice while you were on the phone. He’s waiting for you at Spago. He’s on line two, says it’s urgent that you meet him there.”
Verena stifled a sarcastic laugh. “Tell him I’m in a meeting,” she said with a wave of her hand. “No. Wait. I’ll take care of this right now.” She picked up her purse and started out the door.
She drove the short distance to her friend Wolfgang Puck’s restaurant and left her car with the valet attendants in front of Spago. “Keep it up front, please.”
Verena stepped into the stylish restaurant, which was buzzing with entertainment tycoons and stars, media personalities, and fashionable ladies-who-lunch. Verena nodded to the hostess, who recognized her. “Derrick is in the courtyard,” the woman said.
When Derrick saw her, he half rose from his seat and pulled out a chair beside him for her. “How was your morning, sweetheart?”
Verena crossed her arms and remained standing, ignoring the proffered chair. “How do you think it was?” Her voice dripped venom.
“I suppose you saw the term sheet.”
“So this is how it’s done?” Her voice rose. “This is how you steal your former fiancée’s company?”