Terminal Value

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Terminal Value Page 2

by Thomas Waite


  Rich smiled. “Oh, hi, Dylan. Sorry, I didn’t realize it was you. I was working on a touchy problem. What can I do for you?”

  Dylan walked over to the desk and sat across from Rich. He noticed Rich had on the very same shirt he had worn the last time he’d seen him. “Just wanted to alert you to something big that’s going to be happening in the next few weeks.”

  “Would that be the Mantric offer?” Rich asked.

  Dylan sat up, startled. “How in the world did you know that? I haven’t even accepted the offer yet.”

  “Oh, their financial person, Christine something or other, called late Friday and said she was going to want to access our financials. She was pretty vague, but mentioned the offer. Of course, I refused to give her access to anything because I don’t know her from Adam—or Eve.” He smiled at his weak attempt at humor.

  Dylan stared at the wall behind Rich, wondering why in the world anyone from Mantric would go around him, especially before the offer was even accepted.

  “Er, that’s what I was working on when you came in.” Rich stumbled over his words. “It was late Friday, and I tried to contact you, but you weren’t around. I guess I should have e-mailed you or something. I just figured since I wasn’t giving her any information it could wait until today, and then I got tied up this morning in reviewing the financials to make sure everything was okay. I hope I was right in not giving any information out.”

  “Oh, yes, absolutely, you were right. Um, did she say she would be calling again?” Dylan asked.

  “Yeah, she said she’d get back to me, but didn’t say when.”

  “Okay, Rich. Do me a favor—if she calls back, direct her to me. Okay?”

  “Sure. Hey, this looks like it could really be good for the company and all of us—right?”

  Dylan heard some trepidation in Rich’s question. “Yeah, it could be just that. Thanks for letting me know about Christine’s call.”

  He rose to leave, not sure whether to call Art or Christine or just wait. He considered his options as he wandered down the hall to see Matt Smith. Matt was one of MobiCelus’s senior consultants, well respected by his peers and clients alike. Matt graduated near the top of his class at Stanford before moving east, and when it came to dealing with problems and sorting out answers, Dylan was comfortable bringing pithy issues to Matt’s attention. But this information about Mantric’s CFO left him baffled, and he decided not to pursue it with Matt at this time.

  Matt’s office sparkled with organization. He knew where every file, every document—hell, every paper clip—was located. Dylan walked in and chuckled because he saw a wet ring of coffee on the table just as Matt raised the cup to his lips.

  “Hmm. Getting sloppy in your old age?” He pointed to the coffee ring.

  Matt quickly wiped it with a napkin. “Oops, sorry ‘bout that,” he said, smiling. “What’s up?”

  Dylan sat across from him and told him about the pending acquisition, but left out the part about Christine’s call to Rich.

  “Hey! That’s great news. Do you have a date when this will happen?”

  Dylan just shook his head. “Not definitely. I’ll be calling Art Williams as soon as I get back to my office and start the ball rolling. I just wanted to let everyone know what was in the wind so no one would be blindsided.” Dylan questioned the veracity of his own words.

  “This is exciting. To be in on something like this at the very beginning!”

  Dylan heard the energy in Matt’s voice. “Yes, it is.”

  “Then great! I’ll look forward to it. Let me know what I can do to help make it a smooth transition.”

  Dylan rose to leave. “I’ll be sure to do that.” He walked back to his office and sat at the desk, his hand hovering over his computer keyboard. He called Art Williams’s private line.

  “Art Williams here.”

  “Art, Dylan Johnson. I just wanted you to know I spoke with my partners, and we're a ‘go’ if you are.”

  “Hey, that’s great! We'll start to carve out the details. Can I get back to you in the next day or two?”

  “Absolutely. And, by the way, my controller tells me your CFO, Christine Rohnmann, called and asked him for our financials. I thought that was a little premature and wondered why she didn’t come to me for that information.”

  Dylan heard a brief silence before Art responded. “Oh—sorry about that. I don't know what Christine was thinking. I'll be sure to mention to her that in the future she should use better judgment.”

  “Thanks. I appreciate that, and I'll look forward to talking with you again soon.”

  He released the call just as Rich Linderman came in and approached him. “Dylan, I don’t think I mentioned it, but I did say something to Rob about Christine’s call. He was the only person here on Friday night, but he seemed to be in a hurry and I don’t think he paid much attention to me. And I was a little frazzled by the call.”

  Dylan thought for a moment and then asked, “How did Rob respond?”

  “Basically, he waved me off. Said he had some place to go. Something about meeting a filly, if that makes any sense. Maybe he had a hot date.”

  “Thanks, Rich. Let’s just keep this to ourselves. I don’t want too many people knowing about this acquisition until it’s finalized.”

  Rich gave him a thumbs-up sign and nodded, leaving the room as quietly as he had arrived.

  Chapter 2

  January 7, 10:30 a.m. New York

  Art Williams hung up the phone, then dialed Christine’s private line. “Christine, what in the hell are you doing, calling MobiCelus’s controller? I just got off the phone with Dylan, and he wanted to know why you didn’t go through him.”

  “Calm down, Art. That snarky little controller refused to give me any info. So no harm, no foul.”

  “Christine, don’t go rogue on me. MobiCelus has some valuable clients, and we don’t want to fuck anything up until this deal is signed and sealed.”

  “Okay, okay. When are you going to tell the rest of the staff?”

  “No time like the present. I’ll gather them in the conference room in thirty minutes. Be there.”

  He hung up the phone and called his administrative assistant. “Michelle, gather up the managers and have them meet in the conference room in thirty minutes. I have an announcement, and I want everyone there.”

  Thirty minutes later Art and Christine walked into the conference room, where a startled and nervous group of managers gathered around the table, sitting in silence.

  “I’ll make this short so everyone can get back to work,” Art said. “You may have heard some rumblings about some changes, so let me set you all at ease. Mantric has made an offer to buy MobiCelus. Since you are all surfing the web constantly, I’m sure you know of this company. I’ve spoken with the CEO, Dylan Johnson, and his team has agreed, in principle, to our offer. We’ll be finalizing the contract in the next few weeks, so many of you will be seeing new faces around here. They are Boston-based and will keep a presence in that office—at least for now. Eventually we hope to move all aspects of the company here, but that will not be in our first phase. Some of you will be doing some traveling back and forth over the next few months, so be prepared for that. Any questions?” He scanned the sea of wide eyes staring back at him.

  Sandeep Nigam, Chief Technology Officer, slowly raised his hand. “Excuse me, Mr. Williams. Can you tell us how this acquisition will occur with regard to our departments?”

  Sandeep was a legend. Born in India, he had attended the prestigious India Institute of Technology. After moving to the U.S., Sandeep quickly established himself as a technology genius and became legendary in technology circles. He was one of the original engineers at Apple, where he made his initial mark before establishing his credentials at Google. Then Art Williams had recruited him to join Mantric. And yet, as smart as he was, Sandeep’s lack of self-confidence hindered his growth into other opportunities. He’d climbed to his current position and seemed perfectly happy
to remain there, but he was always looking over his shoulder.

  “I don’t have a lot of details because we haven’t finalized them. However, in your case, we will be bringing Tony Caruso into the department. He is currently your counterpart at MobiCelus, and he will be reporting to you. My understanding is that he is brilliant in mobile computing, especially in the design and development of new products, so I’m sure he will be an asset. Any other questions? If not, Christine and I will be filling you in as we bring this down to the wire. Shouldn’t be much longer. As you know, we are also working on the IPO, and so you can all expect some very busy months ahead. Thank you for your time.”

  Art did not wait for any further questions. He nodded to Christine, who gathered up her papers and rose from the table, not acknowledging anyone.

  * * *

  Sandeep hurried out of the conference room, close behind Art and Christine, and rushed back to his office. He closed the door and sat at his desk, where he immediately spun around to the side table and opened up his browser.

  He Googled “Tony Caruso.” Several hits appeared before him, and he began with the first—a reference to MobiCelus and its officers, with a brief history of the company. The second and third hits displayed papers Tony had published regarding the fallibility of some mobile devices. Sandeep scrolled through five more postings but garnered nothing specific about the man, only that his brilliance would bear watching.

  Sandeep closed his browser and pushed himself back to the desk, where he remained deep in thought for the remainder of the day.

  Chapter 3

  January 21, 9:00 a.m. Boston

  With the terms of the acquisition set, things moved quickly. Positions changed, some for the better, some not. Dylan had watched as Art skillfully placed people in the roles he felt best suited them in the growing organization, and although Dylan did not agree with everything, he stood by and quietly watched.

  The plans had moved with swift accuracy since earlier in the month when everyone agreed to the acquisition. Art Williams had just completed the initial registration with the SEC, and while they awaited approval, the positions in the Boston office seemed to be on a merry-go-round.

  Dylan looked out the window of his office, watching the winter storm pelt the windows. Large snowflakes banded together in heavy clumps that slithered down the frosted glass. He had received a request from Christine Rohnmann for the financial information, which he provided through Rich. Dylan found her to be aloof and removed, but thought she was probably annoyed with him for mentioning her premature request for financial information to Art.

  His distant thoughts muffled the knock on his door.

  “Hey!” Tony called.

  Dylan spun around to see his best friend, disheveled and unkempt, standing across from him. Tony Caruso stood five foot seven in his stocking feet. He was thin to the point of being described as “gaunt,” and his light brown hair and skin told of his northern Italian background.

  “Hey!” Dylan said, smiling. “What’s up?”

  “Just got off the phone with Sandeep Nigam at Mantric. He tells me I will be reporting directly to him.”

  Dylan showed his surprise. “I was not aware of that.” He chewed the inside of his cheek. “Is that a problem?”

  “Nope, not at all. He has a great reputation, and besides, if I don’t have to make the heavy decisions, it opens me up for some of my own work.”

  “You got something going on the side?” Dylan asked with a smirk. Tony always had something going on the side.

  “Actually, I do, but it’s in such a preliminary stage I’m not ready to talk about it. Doing some research with a guy in New Jersey. When I get it a little further along, I’ll send you something on it. I value your comments, you know.”

  “Thanks. I’ll look forward to giving you my thoughts. And you’re sure you’re okay with being second banana?”

  Tony threw a wad of paper in the air and caught it. “Yep. Not a problem. Just thought you should know.” He threw the wad of paper at Dylan, who caught it with his left hand. “Nice catch,” Tony said, and turned and left the office.

  Dylan had not met the full Mantric senior staff, and yet his own staff members were getting calls without his involvement. He wondered about this as he turned back to watch the snow drizzle down the window.

  * * *

  January 21, 10:00 a.m. Boston

  Rob Townsend had been named Senior Vice President of Operations for Mantric. While it was a new role at Mantric, and he hadn’t even been given a formal job description, he really didn’t care. He felt it fit well with his Harvard MBA. Rob was sitting behind his desk working on a spreadsheet when Heather walked in.

  “What are you doing?” she asked, smiling. “Planning on how you’re going to spend those millions?” The team continued to reel over the potential windfall of earnings they anticipated as a result of the acquisition by Mantric.

  Rob quickly closed the spreadsheet and looked up. “Yeah, this is almost too good to be true. You don’t think anything can happen to jinx the deal, do you?” He took the papers he had been working on and threw them into the top right-hand desk drawer.

  Heather scrunched up her crooked nose and considered his question. “Why would you think that? Have you heard something that might indicate a problem?”

  “No, no! I’ve just been working out some different scenarios, and it sometimes seems almost impossible.”

  “You’ve been doodling with numbers ever since Dylan told us about this. He’s working with Art Williams—jeez—those Mantric people have been all over this building. Of course, nothing is going to go wrong. Dylan wouldn’t let that happen to us.”

  “Right. Dylan.” Rob quickly looked up at Heather and realized she was annoyed with his line of questioning. “How about lunch?”

  Heather smiled. “Sounds good!”

  Rob locked his desk, rose, and quickly walked around to take Heather’s elbow and direct her away from the office.

  “Were you working on something specific?” Heather asked.

  “No! Quit bugging me!” Rob snapped.

  Heather removed her arm from his hand and stepped away from him.

  Across the hall, Dylan watched as Heather pulled away from Rob. Hmm, he wondered. What’s that all about?

  * * *

  January 21, 11:00 a.m. Boston

  Tony Caruso watched over the Hyperfōn account like a mother hen clucking over its chicks. Before MobiCelus was acquired, Hyperfōn was MobiCelus’s biggest client. With the acquisition all but official, it transferred to Mantric, but Tony remained at its helm.

  Hyperfōn presented a slick new business design geared to transform the way consumers used their smartphones. Hyperfōn members would create their own personal “hyperspace” with informative and custom-designed interactive applications called “tiles” that reflected their personal interests and lifestyles. The concept advanced beyond Apple’s iPhone, which had generic websites crunched onto a mobile screen. These “tiles” could easily be sent via phone to other Hyperfōn members, allowing communities of friends to quickly embrace, share, and use whatever suited their unique interests. And since new smartphones were being launched every month with different technologies, Hyperfōn had cleverly developed a state-of-the-art adaptive platform that would work on any phone.

  Dylan and Rob had worked hard on developing Hyperfōn's strategy, and before the acquisition, Dylan transferred total control of the client to Tony. Tony selected Matt Smith as his second, to focus full attention on the imminent web-based marketing campaign. But it was Tony’s extraordinary programming skills that had made Hyperfōn’s technology possible. Rob and Dylan remained involved, but in the background.

  Tony scratched his head, unsure of something he had just noticed, when Matt walked into his office. “Hey—Tony. You left a message. You wanted to see me?”

  Tony looked up from his computer. “Yeah. Did you do something to the account report for Hyperfōn?”

  Matt frow
ned. “No, I haven’t done anything with Hyperfōn in about a week. There have been so many Mantric people stopping into my office without notice, just to ask a question, I haven’t really had a chance to do anything with Hyperfōn. Why, what’s up?”

  “I’m not sure, but I went into the account files today, just to get ready for the next few weeks when we launch the campaign, and it seems like some of the information has been accessed. There are very few of us who have access to those files, and I can’t imagine who would be opening them.”

  “Did you talk to Dylan?” Matt asked. “Maybe he needed to do something.”

  “Not like him to keep me out of the loop. But hey, listen—maybe it’s just my imagination. I’ll talk to Dylan and Rob and see if they did something.”

  Matt nodded his head. “I tell ya, there are so many things happening all at once, it’s hard to tell what’s being done to what! Let me know when you want to get back into this. That campaign is going to be on us before we know it.”

  “Yeah, let’s plan on getting back into it tomorrow. Let’s meet here at nine a.m.”

  Matt pulled out his smartphone and noted the appointment, then shoved it back into his pocket. “See you then. Let me know if you want me to bring anything.”

  “Right.” Tony watched Matt as he left the office. Sure he was alone, he turned back to the computer and looked at the file list. Matt’s right. Too many things happening at once—too many people involved, he thought, and closed the file.

  Chapter 4

  February 15, 9:30 a.m. Boston

  A late-winter storm had formed off the coast of the Carolinas and strengthened dramatically as it moved up the coast and raged through Boston. A classic nor’easter.

  The weather became the lead story on every news station imaginable, with the forecasters absolutely giddy about the prospect of the storm racing up the coast, dumping not inches but feet of snow in its aftermath—snarling traffic, closing airports and train stations, and making life generally miserable for everyone. In this case, their forecasts were spot-on. Rob parked his new blue Ferrari California in the first-floor garage of the MobiCelus building, taking a spot farthest away from any other vehicles. As he exited the car, he stamped his feet on the concrete floor of the garage to ward off the cold air that swirled around him. He lifted the trunk lid and retrieved a soft woolen cloth from a plastic bag and began brushing the snow from the car.

 

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