Buying Brazil (Buying Brazil Trilogy Book 1)

by Arthur Rawl

  “Our understanding is they want to improve the purchase price by about US$25 twenty-five million. That amount seemed to be in the low end of the range you are willing to pay.”

  “Seven hundred fifteen million will be the revised offer that after consideration they will accept. We agreed on that after only an hour and a half and then they started talking in circles. I am too old for this kind of game playing. After three hours I told them I was leaving if they did not come to the point.”

  Alana chuckled into her closed hand, “They want something for themselves since they believe they will all be out of work after the election.”

  “Exactly … but they refused to ask for it. You can be sure I would not offer anything to them for many of the same reasons, nothing at all.”

  “So how was it left?”

  “After another hour they asked, we negotiated and we have an informal understanding that will never see the light of day or will be written down anywhere.”

  “What is it?”

  “Forgive me Alana, Carl and my dear Robin but I have completely forgotten. On the way here I gave certain instructions and then somehow forgot.”

  “Excuse me Alana; Dieter are you telling us whatever was agreed is done.”

  “Yes Carl and there is no linkage to the BrasTel deal. The money that comes into Brazil from the buyer at closing will only be the full purchase price of US$ seven hundred fifteen plus professional fees, yours and the lawyer’s, and related expenses reduced by the earnest money being held in escrow. Not a cent more than that will be sent to Brazil and all of the items and amounts paid will be clearly set out in the closing documents along with final closing adjustments if there are any. Lastly, the closing is scheduled for two weeks from next Monday. Yah, I should say it will be scheduled for that date once I speak with members of my syndicate and then confirm their acceptance of the revised deal terms with the Committee Chairman no later than tomorrow morning.”

  I sat looking a Dieter and he looked back over his coffee cup. The seconds clicked by without either of us saying anything. I turned to Alana and Robin, “Ladies I guess we have a deal”.

  Alana asked Dieter if he expected any approval problems from his partners.

  “No, the deal is just about what we expected. I will call before morning in São Paulo time and confirm with them. I sent an email to Von Salzbeck to set up a conference call to approve the deal and authorize the movement of money when called for.”

  “Alright I will call Pedro Rossi for the buyer and the seller’s attorney to tell them to get finished with document preparation. Two weeks is not long to get everything done so I hope someone has a markup from an old deal to use as a starting point.”

  “Alana, first please call the General and ask if I may come for a drink and a short visit. Yah, and I think Carl should call the lawyers and tell them I am getting final agreement on the deal terms from my colleagues and drafting of documents should start immediately for a closing in two weeks. Carl you should also call BrasTel and get a detailed Balance Sheet not older than one week that will be used by the buyer in completing final due diligence. Also when you talk to the lawyers tell them there should be a warranty in the closing documents that no removal of assets has taken place since the final diligence and closing balance sheets other than in the ordinary courses of business.”

  Within twenty minutes the calls were done and Dieter was on his way to see Aranni, Alana was downstairs sketching out a draft closing checklist and Robin was leaning on the doorframe to my office wearing a very unhappy face. “What seems to be troubling you?”

  “What Dieter didn’t say and the look on his face.”

  “I don’t understand.”

  “He just made the deal he expected but he looked and sounded like the whole thing blew up in his face.”

  “Maybe he was tired. Maybe it’s something else, perhaps something personal we don’t want to look into.”

  Robin’s hand went to her forehead, “I must have had a stupid attack. Now I understand.”

  I held up my right hand palm toward her, “Not so fast. You don’t understand. You don’t even suspect however you can speculate all you want.”

  With a nod of her head, “You know me I love to speculate just for entertainment.”

  “That’s the best way. You never say anything unnecessary and you don’t get in trouble. Next topic, when the new balance sheet hopefully shows up tomorrow as promised compare it with the latest one we have in captivity and identify any significant changes. Significance here should be defined as three percent for a grouping and a US Dollar one million equivalent for a line item. I’m sure there will be some so we have to separate the ‘ordinary course of business’ items from the others and then build a clear understanding of the ‘other’ group after verifying the ordinary course items. This is the time when deal assets grow legs.”

  “Yeah, grow legs and take a walk even if the buyer is paying for them. I’ll bet Brazilians are just as creative as our European friends when it comes to training assets to walk. With a two-week closing timeline I can use some help.”

  “I’ll call Pedro Rossi and see if he has someone suitable he can send us. If not, I’ll ask him to recommend an accounting firm with no ties to BrasTel. Then we’ll call it a day. I have a feeling tonight will be the last opportunity for a full night’s sleep for a while.”

  Twelve days and most nights, ten meetings and four sets of draft documents later the deal came together and was approved by all involved lawyers, bankers and clients. Alana strode into the office looking completely rested and announced to all haggard listeners, “Closing will be a few days early. It will be tomorrow, Thursday, at ten in the morning here in this office. The signed documents will be held in escrow at the Bank of Brasil until the funds are received from the buyer which by contract will be within twenty-four hours of signing so there is enough time to get it done before the weekend.”

  Dieter shook his head, “Yah, das gut. The money will be at Bank of Brasil for the benefit of the seller within an hour of the signing. Bank Gutmann has been ready for five days waiting for my instructions to send the wires.”

  Robin’s eyes narrowed, “Wires, is there more than one?”

  “Forgive me Miss Robin, there should be only one wire coming to Brazil tomorrow. There will be another on Tuesday next week with the funds needed to pay all of the professional’s invoices for services and expenses. In the case of your firm Carl the agreed fee and bonus will be paid directly into your firm’s London account at the same time the purchase price is paid.”

  “I’ve already told the lawyers to have their invoices to me the morning after the closing. I also reminded the seller’s lawyer that any clearing costs and transfer taxes due on the purchase price are to be paid by the seller. They sounded like they hoped we’d forget that little eight or ten-million-dollar item and cough it up for them.”

  “I was certain you had not and would make sure they had not forgotten Miss Robin, thank you. I think all of us have earned a good night’s sleep tonight. I will call my driver and will see you all here at nine-thirty tomorrow morning.”

  “I will walk with you to your car Dieter. There are a few details I would like to mention.”

  “Certainly Carl, I am sure there will be a few more details tomorrow morning. And yes, I expect one of the details is the post-closing diligence review. I want you and Robin to conduct the review and will also pay for any outside professionals you need to do the work quickly.”

  “That is very kind of you Dieter. I’m sure Robin will also be delighted to see the deal through that important last contract step.”

  “Gut, one less detail to worry about, now shall we go. Good afternoon ladies.”

  When I came back Robin was alone in the office, pacing nervously around the conference room trying to look like she was straightening the place up. “You look like a jumpy cat, what’s on your mind Robin?”

  “What else, the fee and bonus.”

  “D
o you want to know the details or the number?”

  “Both …”

  “First there is a base level fee. Then there is an additional success fee for getting the deal done. Next there is a timing bonus recognizing a closing within a specified time. Lastly, there is a pricing bonus that recognizes a final deal price not exceeding a fixed amount. It’s more like a continental structure than how fees would be calculated in the US.”

  “So …”

  “It looks like we will earn all four pieces if the deal closes on the existing schedule with the price at the currently agreed amount.”

  “… and the amount is?”

  “Twenty million total which splits in half very nicely Partner. Remember, any staff costs are hired professionals and therefore billable. The office is free so there is no impact on us or the deal and since we left Lazer our living expenses have been paid directly by our client.”

  “That’s gross and net ten million each, shit!”

  “Right, all you have to worry about is taxes and where to pay them.”

  “What about the post-closing review?”

  “There is a separate fee arrangement I negotiated with Dieter if he chooses to retain us which he has.”

  “… and?”

  “There is an additional fee of a million and a half plus out of pocket expenses. I’m sure you noticed the additional fee also splits very nicely in half.”

  “Yeah, all I have to do is live through the next couple of days and I can die rich.”

  “I guess that’s one way of looking at it. I was hoping you would see it as a good start to our partnership.”

  “Maybe it is and maybe it isn’t. When I see the money in the bank I’ll think about it.”

  “From what Dieter said about moving money ours should be in the bank tomorrow.”

  “Then talk to me tomorrow. I have to get the phone … it’s Juan Batista for you.”

  “Hello stranger, we haven’t seen each other for quite some time.”

  “Hello Carl, yes but I have been following your progress very closely. I want to congratulate you and your colleague for accomplishing what many thought could never happen. A lot of very important people believed tomorrow would never happen. You have earned a great deal of trust that will serve you well in the future.”

  “That’s very kind of you Juan. I’ll share your thoughts with Robin. For some reason I am confident that tomorrow’s closing will come off quite easily. The issues have been thrashed out and I think everyone that matters wants to see the closing done without problems or controversy.”

  “I agree with your assessment. It will happen in a large part because you understood the real purpose of the sale and worked to accomplish ‘all’ of your client’s goals. Aside for a moment Carl, customarily BrasTel would cut back on its security coverage once the deal closes. In this case management wanted me to assure you of its full security attention as long as you and your colleague remain in Brasil and whenever either or both of you choose to return. The Company believes it is the least it can do to repay your loyalty. All they ask is you wait until after the post-closing review is done to acknowledge the gesture.”

  “It’s very kind of the Company and it will be a great comfort to Robin. Perhaps we can have dinner soon, tomorrow night if things go well.”

  “I think we will see each other Friday night. You have an invitation coming but I will let it announce itself. Tchau my friend.”

  As soon as I put down the phone Robin appeared in the doorway, “What did he want?”

  “… to say thank you from management. It seems they didn’t think the deal would ever get done.”

  “That was nice of him. It will be nicer when the money is in the bank.”

  “That isn’t all he said. We will have BrasTel’s full security coverage as long as we remain in Brazil or whenever either of us or both return.”

  “Damn, that’s almost as nice as the money. Tell them I really appreciate it.”

  “I already did.”

  “Good, let’s go home and get a good night’s sleep before tomorrow.”

  Chapter 31

  Alana came through the office front door wearing an unusually wide smile and a very serious dark blue suit. “Good morning, I saw your car in the garage so I decided to come here first.”

  “Good morning, Robin and I are early birds and we agreed to meet someone from both lawyers’ offices at nine who are going to lay out the closing documents for review and signature.”

  “Yes, I heard about that from Rossi’s secretary late yesterday. I came up early to do several things for my Guardian. Robin come to the conference room please.”

  “Good morning, you’re certainly cheery this morning.”

  “Both of you sit down please.” Flipping open her brief case with a flourish, “First there are these,” she took out two simple small oblong boxes, opened one and slid it to me and the other to Robin. “My Guardian wanted you to have these for the signatures you will make today. They are made in Brasil and are of gold from a mine he owns.”

  Robin opened her box and snatched up the pen, “God, it weighs a ton and my name is engraved on it. Thank you and please thank him. It’s great, really great thank you.”

  Before I could say thanks Alana pulled another box, square and simple, from her case and slid it toward Robin, “Robin he wanted you to have these. It is really one brooch in two pieces. It is a copy of an antique his wife treasures.”

  Robin took the box opened it and her jaw dropped. Alana smiled, “My Guardian hopes you will treasure it also. The gold is also from one of his Brasilian mines and diamonds are from another. His wife’s moon and stars is Edwardian with rose cut diamonds so he had the diamonds for this brooch cut in the antique rose cut to be true to the original.”

  “I don’t know what to say. I’ve never been given anything like this before.”

  “Few women have. If you wish you may thank him at dinner tomorrow night. He is having a small dinner party to celebrate the closing and asks that you and Carl attend. I know it would please him if you wear the brooch. It will touch happy memories for him.”

  “Of course I will.” Turning to me, “We are going, right.”

  “I have to go downstairs and prepare a few things. I’ll be back before ten.”

  I echoed Robin, “Thank you.”

  Robin walked over to me holding the open jewelry box in the palm of her hand, “Have you ever seen anything like this before. Look how the diamonds glitter with color instead of sparkling in cold white.”

  “I’ve seen brooches like it before but very few quite as well done. They were very popular during the nineteenth and early twentieth century in England. I thought they were said to represent a future as big as the moon and stars. During that time England was at the height of its power and wealth. Then World War One came along and all that began to crumble.”

  “Why do you think he gave it to me? We’ve never even met.”

  “I can only guess. Maybe Alana told him about you wanting to dissolve our partnership and leave Brazil. It could be he doesn’t want that to happen and delivered the message in a way you couldn’t overlook. You’ll see him tomorrow night, why not just ask him?”

  “I don’t know. It would be like looking a gift horse in the mouth. On the pen, what’s the symbol on the end of the cap?”

  “Trying to change the subject? As for the symbol, it looks like the one I’ve seen on the doors of Brazilian Army vehicles. Again, all I can do is guess but it’s probably the official Army coat of arms.”

  “That seems reasonable considering where it came from. Did you feel the pen? It must weigh a couple of ounces or more. There must be four or five thousand Dollars’ worth.”

  “Look at the open end of the cap. Near the rim there is a small number stamped into the metal, can you read it?”

  “Yes ‘750’ … so.”

  “It means seven hundred fifty parts out of a thousand are pure gold. In the US you would call the alloy eighteen k
arat gold and the marking would be ‘18k’. The pen is three quarters gold so if it weighs two ounces there is only an ounce and a half of gold and worth a little less money than you thought.”

  “It’s still great and my name’s engraved on it. Hey, why is the top of the brooch silver and the back gold?”

  “On yours I would guess it’s white and yellow gold. At the time the original was made jewelers didn’t have a white gold alloy and outside of Russia they hadn’t learned how to work platinum yet. All they could do in England to prevent the yellow gold from causing diamonds to take on a yellowish tinge was to coat the top of diamond jewelry with silver. You can usually tell a real Edwardian piece because the silver is heavily tarnished to almost black around the diamonds.”

  “Why didn’t they just polish it?”

  “The art of setting gems wasn’t very developed and there was no way to clean away polish that got behind the stones.”

  “Why do you know this stuff?”

  “When I was going to University people who planned to go into banking were encouraged to take a few courses in fine arts and collectables. In England it wasn’t unusual for a member of the nobility to pledge the family jewels or art collection to secure loans, big loans. Bankers were expected to be able to tell whether the stuff was real before spending the money to have appraisals done.”

  “I don’t know about you Carl but I’m going to lock this stuff up before the crowd arrives.”

  Robin gathered up her boxes and started for the door and froze a step from the table, “Shit, I don’t have anything to wear tomorrow night.”

  “Don’t worry I’m sure Alana will be happy to help you spend your money”.

  “I’ll go down and ask her.”

  “She’s coming back in a few minutes and everybody is going to be here very soon for the closing.”

  Almost breathless, “You don’t understand. This is too important. I’ll be right back.”

  “Alright … go.”