Finally he was able to open the document Libby had sent him. He scanned it, all concentration, oblivious to the city going past outside the cab window. It was as uninformative as Libby had intimated. Just a basic document of registration. Date, place, list of directors.
He read the names of the directors.
He stared. No, thought Rob. That would be too much of a coincidence.
Catherine Gelb. Gelb? That was Leopard’s CFO’s name, wasn’t it?
“Hey, mister,” said the cabdriver. “Here we are.”
* * *
Emmy opened the door. “Hey, baby,” she said, and put her arms around him.
Rob gave her a kiss. “I just need a minute, Emmy. Do you mind?”
He sat down and pulled out his computer. Working quickly at the keyboard, he opened the file for Louisiana Light’s annual report, then went to the directors page. Lyall Gelb was the CFO. He opened the document Libby had sent him on ExPar. Catherine Gelb. There was the name, one of the ExPar directors. That had to be Lyall Gelb’s wife. His wife? You don’t have your wife on the board of a company unless for some reason you want to avoid having genuinely independent directors.
He remembered Murdoch’s voice in the data room. Grogon and ExPar. That was where the bodies were buried. Murdoch would know. He was on the Louisiana Light board, the same as Lyall Gelb.
Rob still couldn’t work out why Murdoch had chosen him, but that didn’t matter. He had.
Rob read the document on ExPar again, going through it carefully, hoping to find something he had missed. There was so little in it, so little to go on. He studied every word.
He wasn’t even aware of Emmy’s voice the first time she spoke.
“I said, would you like me to leave?”
Now Rob looked up. “Sorry, Em. What was that?”
Emmy was standing where he had left her, arms folded. “Do you want me to leave? I don’t want to get in your way. Maybe I’ll just go to bed so you can get on with your work. Help yourself to food, by the way.”
Rob saw the way the table was set. Candles glowed. A bottle of wine stood open. He had been so caught up with his own thoughts, he hadn’t noticed it before. Emmy had gone to some trouble.
“Emmy, don’t be like that.”
“Like what, Rob?”
“There’s just some stuff I’m trying to work out.”
“That’s what I said. Go ahead. I’ll get out of your way. I’ll go to bed. Actually, you can let yourself out.”
“I don’t want to let myself out.”
“Then what do you want, Rob?” She stared at him, eyes narrowed in anger. “You go off to London, you come back, you’re too tired to see me last night—which is okay, I understand—then tonight you come over, but you’ve got stuff you’re trying to work out, so maybe, actually, it would just be better if I got out of your way and you can deal with your stuff and that’s just great.”
“Emmy, don’t.” He got up and tried to take her hand.
She pulled away.
“What am I, Rob? Since you do happen to have a moment right now, why don’t we just look at that? What am I, huh? Your girlfriend? Your partner? Maybe I’m just someone you fuck every so often. When you can find the time. When we happen to be in the same city. When you don’t have anything better to do. When there’s no stuff you have to work out.”
“Emmy…”
“I missed you, you know, over the last few days.”
“I missed you, too.”
“I was looking forward to seeing you.”
“I was, too.”
“Were you? I don’t think you were. Is this a chore for you, Rob? Tell me if it’s a chore because I’d hate to think you have to do something you don’t want to do.”
“Emmy, Jesus, it’s not a chore. How can you—”
“Then what is it, huh? What is it exactly you planned for us when you came back from Cornell? You gonna live in your own apartment forever? You at your place, me at mine? Is that how it is, Rob? Is that the kind of relationship you want? How long does it go on like that? How long do you expect me to wait? Another year? Two years? Five?”
Oh God, thought Rob. Oh God, oh God. Not now. Please, not now.
“Well, Rob?”
“Emmy, I can’t deal with this now. I’ve got too much on my mind.”
“So have I!” yelled Emmy, and she stormed into the bedroom and slammed the door with a bang that sent a tremor through the wine and the food and the candles she had prepared so carefully before Rob arrived.
33
“Emmy,” he said.
She was lying on the bed in the dark. Curled up. Facing away from the door.
“Emmy.”
“Leave me alone.”
He went farther into the bedroom.
“Emmy, don’t do this. I feel terrible.”
“How do you think I feel?”
“I was preoccupied. I’m sorry. I didn’t think.”
There was silence.
“Emmy, come on. I need you. You know I do.”
“Do I? I’m not sure about that anymore, Rob.”
“Emmy.” He sat down beside her on the edge of the bed. He reached out and touched her hair. Her long, dark, lovely hair.
“Don’t,” she said. “Don’t!”
“Okay.” He drew back his hand. “Will you at least listen to me?”
Silence.
“Will you?” said Rob.
Still silence.
“There’s some stuff I’ve discovered—I mean, stuff I’ve been told. That’s what I was trying to figure out.”
“You don’t need to tell me. It’s none of my business. You’ve got a right to do whatever you want. You want to look at your computer, that’s fine.”
“Please, Emmy. Don’t.”
Suddenly she turned to him. Her eyes blazed with anger. “I don’t need anything from you, Rob! Understand me? Don’t do me any favors. I don’t need your protection, I don’t need your help. If you don’t want to be here, go! Who’s stopping you?”
“I do want to be here.”
“Then behave like you do!”
Rob nodded. “You’re right. I’m sorry.”
Emmy stared at him. “I’m angry. Do you understand? I feel like I have to pretend nothing matters to me, where you live, what’s happening with us, anything. And it does matter to me. I can’t pretend anymore. I just can’t do it. We need to deal with this!”
“We will. I promise.”
“Now.”
“I can’t. I just … not tonight, Emmy. Please. I’m too tired. I can’t do it. I’ve got too much to deal with.”
Emmy looked at him. She shook her head disbelievingly.
“Please, Emmy. We will. I promise we will.”
“When?”
“As soon as I can.”
“That’s a copout. That’s what guys say, Rob. It’s a copout.”
“It isn’t. I swear.”
She continued to watch him. Then she turned away again.
Rob sat on the bed. She had a right to be angry, he knew. He had evaded the question. But he just couldn’t deal with it now. He didn’t know when he would be able to deal with it—maybe when this thing with Louisiana Light was over. But he couldn’t do it now.
He waited, hoping that her anger would lessen.
“Can I tell you about it?” he said eventually.
Emmy didn’t reply.
“What I found out in London.”
There was silence.
“You know my client, Louisiana Light—”
“You don’t need to tell me their name,” said Emmy.
“I want to.”
“Why? Why now? Why not before? You don’t tell me anything, Rob. I don’t know what to expect from you anymore.”
But he did want to tell her. He wanted her to know.
“Emmy, will you listen to me? Please. I need you to listen.”
There was silence for a moment. Then she turned around. “We’ll deal with it? You prom
ise?”
“I promise.”
“And not like in another ten years?”
“Not in another ten years. Five max.”
Emmy stared at him coldly. It wasn’t the time for jokes.
“Soon, Emmy. Soon. I promise.”
She nodded. “Okay. I just can’t pretend anymore. Okay? You understand that?”
Rob nodded.
“All right.” She paused. “So, what is it, this thing you found out in London?”
“This client of mine, Louisiana Light—well, we call them the Leopard.”
“The what?”
Rob shrugged. “It’s a code. We’re Leopard, they’re Buffalo.”
“You guys…” Emmy shook her head. “What kind of a world do you live in?”
“Yeah, I know. Remind me to introduce you to Phil Menendez one day. Or should I say, the Shark? Anyway, the Leopard, I think it’s been doing some bad things.”
“You told me that in the park,” said Emmy bluntly.
“No, now I’m pretty sure.”
“Because of something that happened in London?”
Rob nodded. He told her about the data room, about Stan Murdoch, about what he had said. The way he had said it.
Emmy listened. “What do you think they’ve been doing?”
“Whatever they could. Booking revenues they haven’t actually got yet, or one-offs as repeatables. Claiming operating expenses as capital expenses. Hiding debt.” Rob shrugged. “Those are just the things a novice like me could think up. There’s any number of things you could do if you know what you’re doing. It can be unbelievably complex, Em. I don’t know enough about this stuff even to tell you what I don’t know.”
“And you think these two companies you mentioned are related to all that?”
“I think so. I’m sure they are. You need to have entities, companies, to do this stuff.”
Emmy frowned. “I don’t understand. If they’re in such trouble, what’s this deal about? How can they buy another company?”
“They have to. That’s their only way out. Buffalo has a strong balance sheet, so—” Rob stopped, seeing Emmy’s uncomprehending look. “What I mean is, Buffalo’s hardly got any debt. That means when you put the two companies together, Leopard’s debt doesn’t look so out of proportion, even with the extra debt they have to take on to actually buy them. And if they’re expecting more debt to come back from wherever they’ve hidden it, they need the strength of Buffalo’s balance sheet to absorb it. If they don’t, they could go bankrupt.”
Emmy looked at him doubtfully.
“Seriously, Em. The banks get skittish, start to call in their loans … they’re finished. It can happen overnight. It can happen in a matter of days.”
“So, they’re not a solid company? They’re not making a profit?”
“No. It looks like it, but the profit isn’t really there. It’s all on paper. They only look solid because people are prepared to keep lending them money. And people are only prepared to keep lending them money because they’ve lied about how much money they’ve already borrowed and how much they earn. They’ve used a bunch of tricks to hide the truth. I’m guessing a little here, but if that’s true, and the banks realize it, they’ll be calling in their loans faster than you can imagine. That’ll be it. Curtains. Unless, of course, the Leopard can find another company that has hardly any debt on its balance sheet and manage to get hold of it.”
“Like Buffalo?”
“Exactly. They can go back to their banks and renegotiate. And here’s the other thing. They do a deal, and it’s like no one can see exactly what’s going on. A big deal like this, it’s hard to compare the companies before and after. Say the Leopard’s income is about to go south, they’re about to book a big bunch of losses—they do this deal and suddenly no one can see it anymore because it’s mixed in with the Buffalo’s numbers. Mike Wilson can say, you know what? Our operations are still fine, but the Buffalo’s haven’t been going as good as we expected. And the market won’t know. You don’t have to be that specific in the filings, you don’t necessarily have to give that much detail in the breakdown. So no one will know from the numbers where the problems lie.”
“So this deal’s like camouflage? Like a diversion from the problems?”
“It’s a solution and a diversion at the same time. It acts as a diversion to buy time for the solution to work.”
“Then why would Buffalo want to do it?”
“Because they don’t know.”
“But you know.”
Rob thought about that. He tried to see it from the BritEnergy perspective. They’d know about the weakness of Leopard’s balance sheet, but nothing else. They wouldn’t have seen the red flags. They wouldn’t know Mike Wilson had never used Dyson Whitney before. Or that he was paying forty bips. Or that he had offered a price above the top of the valuation he had received. Or that Stan Murdoch had said to look into Grogon and ExPar. Especially that Stan Murdoch had said to look into Grogon and ExPar.
In fact, there was only one person who knew every one of these things.
Emmy was watching him. “Are you going to say something?”
“To who? Pete Stanzy already just about fired me for asking questions. I say something now, what happens then?”
“Wouldn’t he want to know?”
“If I’ve seen the red flags, Emmy, you can bet he’s seen them as well.”
“But he doesn’t know everything you know. He doesn’t know what you were told in London.”
“He’s knows enough. He knows enough to have done something. I go back to him now, it’s like rubbing his nose in it. Emmy, you weren’t there when he tried to fire me. I go back to him again, I won’t get to finish the first sentence before he sacks me.”
“Last time you said you might go higher up.”
“I could, but … the minute I do that, what’ll he do? He’ll say he’s already on to it. He’ll say we’ve already had a conversation about it. He’ll make me look like an insubordinate. The junior guy never wins in these situations.”
Emmy frowned. “If the guys at this company have been doing the things you say, they deserve to be exposed.”
“I can’t be certain of this without seeing their books. And I can’t see their books. I don’t have access.”
“But you’re pretty sure. More than pretty sure. Rob, if they’ve ruined one company, they’ll just do the same to the next one they buy.”
“Jesus, Emmy! The other day you were telling me I should protect my job. Now what are you saying?”
“I’m saying something’s wrong here.” Emmy gazed at him. “The other day you didn’t know what you know now.”
“It’s still not proof.”
“It’s close. It’s a lot more than you had before. I don’t want to tell you what to do, but you asked me. You have to do something about this. I’m sorry. That’s what I think.”
Rob took a deep breath. “I know I do. I just don’t know exactly what the best way is to do it. All I’ve got now is a pointer about where to look. Without actually seeing their books, without actually seeing the figures, I can’t say a hundred percent that I know what’s going on.”
Emmy nodded. She reached for his hand.
There was silence.
Suddenly Emmy glanced up at him. “Were you the one who talked to that journalist?”
Rob looked at her in surprise. “No. Why do you ask?”
Emmy shrugged. “I just thought you might have.”
“She bumped into me. The day before the article came out. She asked me some questions. I didn’t tell her anything. I just said ‘no comment.’”
“You know her?”
“No. Never seen her before in my life.” Rob thought about it for a moment. “I still have her card.”
“That’s odd, don’t you think, that she just bumped into you? Just like that? The day before the article came out.”
Rob shrugged. “She must have already got hold of the story and been
looking for someone to confirm.”
“But you didn’t?”
“No.”
Emmy frowned. “I don’t know, Rob. I don’t know what to tell you. It’s unfair that you’ve been put in this position. You’ve worked so hard for this, it’s taken you so long…” She shook her head. “It’s so unfair.”
Rob nodded. That’s how it seemed.
Emmy’s brow furrowed in concern. “You’re not in any danger, are you?”
“What do you mean?”
“Well, you know all these things … someone’s told you this stuff, secrets. You don’t think you’re at risk?”
Rob smiled. “Emmy, these are businessmen. Fat, middle-aged businessmen. What are they gonna do? Call out the mob?”
Emmy shrugged. “I guess not.” She paused. “Isn’t there anyone who can help you? Someone you can talk to about it?”
“I’ve tried that.”
“Someone else?”
“Like who? All of this is ultraconfidential. Even the fact that there’s a deal is confidential.”
“There must be someone. It doesn’t always have to be you against the world, Rob.”
Rob smiled.
“What?” said Emmy.
“I just had a thought. I could call up that journalist and give her the scoop. Last time the Buffalo ran a mile and the deal almost collapsed. And they had nothing compared to what I’ve got now. I wouldn’t even have to mention the deal. I could just say I’ve got information that there’s problems with these two companies that Leopard owns, Grogon and ExPar. They print that, the Buffalo will take notice. They’ll ask the Leopard what it’s about. The Leopard won’t have a choice. Either they produce the figures to refute the charges or it shows them up for what they are.”
“What if they found out it was you?”
“How? Confidentiality, right? A journalist never reveals her sources. It’s the best of both worlds. The information gets out and I’m protected.”
Emmy frowned. “Well, maybe…”
Rob laughed. “I’m only kidding. It’d never work. It’s too good to be true.”
“Yeah.” Emmy laughed, too.
But they soon found themselves looking seriously at each other.
Actually, when you thought about it, why wouldn’t it work?
Due Diligence: A Thriller Page 26