by Bobby Cole
CHAPTER 9
When Mrs. Riley announced that the MidState Bank executives had arrived, Gates and Cooper had completely different reactions. Gates appeared relieved and jumped up, rushing out of Cooper’s office to greet the visitors. Cooper, who was desperately trying to get Gates to explain several new line items on the P&L, could not have been more frustrated. Gates would not clarify several recent major expenses and was very dismissive of Cooper’s attempt to understand the basis for their inclusion.
“I’ll be in the conference room warming these guys up,” Gates excitedly replied as he rushed out.
“I’ll be there in just a minute.”
Cooper stood and looked around, thinking about Gates, and then headed toward the conference room. As he walked past Mrs. Riley’s desk, he said, “Please take messages for me, if anybody calls.”
“Okeydoke,” Mrs. Riley happily replied. When Cooper was out of sight, she pulled another doughnut from her desk’s top drawer.
Just outside the conference room, Cooper paused and glanced around the offices, listening to the sounds of everyone working. Two artists were having a lively discussion about suppressed creativity while an outside sales representative was busy peddling a new time management program. Nobody was aware of what was about to happen on the other side of that door. Cooper was really struggling with selling the business that he had worked so hard to build. It’s all he really knew. He swallowed hard and pulled open the solid oak door.
“Hello, gentlemen. Sorry I’m late.”
Cooper began shaking the hands of the two well-dressed MidState Bank executives.
The first was Don Daniels. Twenty-five years ago, he had inherited the bank. He was a solid citizen—a widower and a deacon in the First Baptist Church. Cooper didn’t personally know him that well but had no reason to not like him. Mr. Daniels had been a local fixture in the community for years, while sitting at the helm of the small, successful bank. He was known to be extremely shrewd and charged the maximum rates for everything from loans to bounced checks. He was reputed to still have every dollar that he had ever made in his life, and he was never satisfied… with anything.
The second man, Mark Wright, had been with the bank only a few years. He had cut his teeth in commercial lending for a big brand-name institution and joined MidState Bank after he was offered a chance to be vice president of operations under Don Daniels’s tutelage. Mark didn’t like it to be known that he was Mr. Daniels’s nephew. He preferred for people to think that he had gotten the position based upon his skill set. Mark Wright was all about the dollar, which was a trait his uncle admired, appreciated, and cultivated. Cooper didn’t know enough about Mark to have a firm opinion of his character.
“No problem… how are you doin’? How’s the family?” Don Daniels asked with genuine interest.
“Everybody’s fine. Thanks for askin’,” Cooper quickly replied, and then offered, “Krispy Kreme? They’re still warm.”
“No. No, thank you. My blood sugar would shoot through the roof. When you get to be my age, you have to watch it… and it’s no fun.”
“That’s just great. Somethin’ else I’ve got to look forward to. I’ve got a colonoscopy later this year, and I’m really excited about next year’s prostate exam.” Cooper shook his head and laughed.
“Aging is no picnic, son.”
Since Gates and Mark were in a discussion, Cooper took the opportunity to organize his thoughts. As his mind raced, he placed four Mexican Coca-Colas next to the doughnuts and napkins. He loved introducing friends to his special soft drinks.
“Hello, Mark. How are you doin’?” Cooper asked, noticing that Mark had finally looked at him.
“I’m good,” he said, straightening his tie.
“I was just tellin’ Mark about us takin’ the big boys from Lawler Chemical to the Auburn game this weekend, and he says he might join us.” Gates spoke with great enthusiasm as if the business’s sale hinged on Mark attending the football game.
“We’d love to have you,” Cooper said, picking up on Gates’s inflection and trying to sound convincing. He actually had little to no desire for Mark to be there.
“I don’t wanna impose,” Mark said, picking up a Coke with a napkin.
Gates quickly jumped in, “No, no, no. It’s not a problem. They’re our biggest account, and you need to meet ’em. I can get another ticket easily.”
“I don’t even know if I’m gonna get to go,” Cooper added, somewhat distracted. “I’ve still got a lot of work to do to get ready for huntin’ season.”
“Cooper’s either fishin’ or huntin’ something or gettin’ ready for huntin’ season,” Gates interjected with a laugh, and then after a moment added, “He’d never survive in the coat-and-tie world of bankin’!”
“Do you wear jeans every day, at work?” Mark asked Cooper.
“Yeah, pretty much… but that’s just me,” Cooper said smiling, knowing that MidState Bank’s corporate culture was the opposite. Cooper did what he could to cultivate a relaxed business atmosphere at the Tower Agency.
“Yeah, ol’ Coop wears camo half the year,” Gates said, with a slightly veiled snicker.
Mr. Daniels jumped in, saying, “Well, fellows, if this deal goes through, y’all can wear whatever you want, whenever you want.” He then turned to Mark and said, “Sorry, Mark, I’ll still expect you to be in a tie every day.” He winked at Mark as he sat down at the conference table.
Everyone followed Mr. Daniel’s lead that the meeting was starting, and they took their places. Mr. Daniels had a thick folder of papers. Mark Wright had an identical stack. Both Gates and Cooper had blank notepads and were uneasy, but for entirely different reasons.
Mr. Daniels led with, “Fellows, we really like what you have done with the Tower Agency. It’s very well respected. We believe that it would be a nice fit for MidState Bank as our due diligence indicates. We just have a few items that we need to discuss before we think of fine-tuning an operating agreement—”
“Don,” Gates interrupted. “Look, we’ve opened our books to y’all and have shown you everything. We don’t have any secrets. We’re an open book—me, Coop, the business—so to speak. Just tell us what you need. We’ll get you anything else you wanna see.” Gates leaned back in his chair.
“Noncompetes… we have to make certain—,” Don Daniels continued as though Gates hadn’t cut in. He put his glasses on and opened the thick folder, obviously having more to say.
“Not a problem—,” Gates interrupted, again. It was apparent to all in the room that he would have agreed to anything.
“Whoa! I can’t agree to a noncompete without knowing the specific financial terms of this deal. We haven’t even set a selling price yet… have we?” Cooper quickly stated, glaring at Gates. That sonofabitch better not have set the price without consulting me. I’ll kill him.
“Okay, fellows, I understand… we’ll get back to that later,” Mr. Daniels replied quickly. He was a skilled negotiator and wouldn’t play his most important card until he absolutely must.
Mark jumped in with, “And we need Cooper to stay on to help us transition. We’d want at least a year,” but he was looking at Mr. Daniels, who was slightly nodding his agreement as though this hadn’t been considered previously.
“What about me?” Gates asked fretfully, looking back and forth between the two bank executives.
Mr. Daniels folded his bifocals and laid them on the table. “Frankly, Gates, we don’t need your services. Our research tells us that it’s Cooper’s day-to-day operating talent that’s needed to facilitate the transition.”
Gates sat motionless for several long moments before eventually stammering, “Ah… well, I see. It’s just that’s… ah… that surprises me.”
He was clearly stunned. He was counting on a year’s salary to help him get back on his feet. His percentage of the sale would get his bookie off his back for a while, but he needed additional income to live on as his trust fund was nearly exhausted.
“Mr. Daniels, let’s slow this down a little,” Cooper said, letting out an exasperated breath. He found himself feeling sorry for Gates; moreover, he didn’t want Don Daniels dictating every aspect of the negotiations. “I think Gates and I need a little time to understand exactly what we want to do, and then for all of us to discuss your requirements. This proposal is very intriguing, but it’s also very final, and the advertising and public relations business is just about all we know how to do. Obviously, we need some time to plan our next move. I’m sure you understand.”
“I do. But you need to realize that Gates has been insistent on moving this transaction along… so, naturally, I thought you both were predisposed to the sale. Besides, four times earnings is very fair,” Mr. Daniels explained, looking at both Gates and Cooper; then he closed his folder. Gates and Cooper did the math in their heads.
“We just need some time, sir. I’ll call you later in the week,” Cooper stated, making constant eye contact with Mr. Daniels, and then added, “I promise.”
Gates, unable to speak, sat staring with bloodshot eyes at the tabletop.
Mark, head down, busied himself gathering his documents. His sly grin only detectable in his eyes.
While Mr. Daniels calmly picked up his belongings, he said, “I’d like to get this done in no more than two weeks’ time. We can talk whenever you need, day or night.”
“Yes, sir,” Cooper replied, never diverting his eyes. “Thank you. Thank you for your understanding and patience.”
Don Daniels smiled and said, “Rumor has it that you’re tryin’ to buy a piece of land.”
“Yes, sir, that’s right. It’s a little more than I should do, but it’s too good of a deal to pass up without at least trying.”
“Come see me. I think I can help. I have an idea.”
Cooper was surprised to learn that Mr. Daniels knew about the land deal, but was more intrigued by his offer. Borrowing a million dollars was a huge deal that he couldn’t do without some very creative financing. He noticed that Mark Wright was staring at him.
Cooper looked over at Gates, whose eyes were glazed over. He then looked back at Don Daniels and, for the first time, felt some hope.
“Great. I’ll call you… I’d appreciate anything that you can do.”
“No problem. Coosa County, right? I like that part of the world, as you may know. Let’s get this sale done, and then maybe we can make you a serious landowner.”
“I promise, I’ll get right back to you,” Cooper replied, liking what he was hearing from Mr. Daniels.
Gates finally snapped out of his stupor and babbled frivolous remarks about the football game and eating doughnuts. The other men paid no attention as they walked out of the conference room.
Cooper returned from escorting the bankers to the elevator, shut the door, and said, “We gotta talk.”
Gates dropped his head into his hands.
Mark pushed the elevator down button and then turned and smiled at Mr. Daniels. The elevator doors immediately opened, and they walked inside. As the doors shut, Mark spoke, “Something tells me that Gates is extremely motivated to sell. We may can buy the Tower Agency for a bargain price if we play our cards right.”
“That would be part of the plan,” Mr. Daniels stated, punching the lobby button and smiling. “And it’s coming together nicely.”
“Did you notice how red Gates’s eyes were?”
Mr. Daniels stared at him while the elevator descended. When they walked through the lobby, he finally spoke. “Gates appears unstable and weak. All of which will help me buy his business substantially below book value.”
The bankers stood quietly in the lobby for a few moments. Mr. Daniels was in deep thought about the financial aspects of the deal while Mark was mulling Don’s use of the word “me.”
Don Daniels broke the silence, ordering, “Find out exactly how deep into debt Gates is this time. It seems like it may be worse than I thought, and I damn sure don’t want to pay a dime more than I have to.”
Mark nodded, appearing agreeable, but his concealed hatred for his uncle was growing exponentially.
CHAPTER 10
Cooper and Gates emerged from the conference room thirty minutes after the MidState Bank executives left the building. The discussion had been tense. Cooper was concerned about the whole deal, including the selling price, noncompete clauses, and the future of their staff. Gates was clearly frantic to sell, but he also wanted a twelve-month consulting contract. Cooper couldn’t understand and Gates wouldn’t explain why he wanted out so badly. The conversation ended in an impasse. Gates had simply quit talking, visibly distraught about something. Cooper eased off a bit, feeling compassion for his old friend, and promised Gates that he would call Mr. Daniels to work out the details. Both guys, mentally exhausted, staggered silently toward their respective offices.
“Cooper?” Mrs. Riley tentatively asked.
“Yes, ma’am?” He stopped at her desk.
“That new plastic surgeon called and wants you to design some ads for him. He asked if you’d trade the work for a boob job,” she stated flatly and snickered.
Cooper laughed out loud. It felt good. He smiled and asked, “Well, do you want one?”
“Heavens no! I’m nearly seventy. What would I do with ’em? What about Kelly?” she said, handing him his messages.
“No, ma’am! Don’t even mention it to her. I’ll call the doctor and work out something. We need the billings way more than we need new boobs around here… or at home.” He walked off, shaking his head, remembering the time that Gates paid for his second ex-wife’s tummy tuck with company funds. He categorized the invoice as Repair and Maintenance. The auditors didn’t appreciate the humor.
Cooper sat down at his desk and stared at the two fish hovering effortlessly in the large aquarium. He wondered about Gates’s desire to sell the agency, What’s drivin’ him so hard to make this deal?
He considered Gates’s gambling, but discounted it because of Gates’s ready access to family monies and the fact that the company paid practically all of Gates’s living expenses. Cooper started running through as many additional scenarios as he could. After quite some time thinking about it, only two reasons for Gates’s behavior made any sense to him: either Gates just simply wanted out of the daily grind or he wanted a new challenge. That’s gotta be it. Gates has something else cookin’ that doesn’t involve me… that’s why he’s bein’ so shifty.
Cooper suddenly noticed the e-mail icon blinking on his computer screen. He clicked on it. The e-mail was from Brooke saying, “I’m leaving to run some errands, but I’ll see you at 12!” It had a flashing yellow smiling face at the end of the text. It made him feel like he was in high school again. When he had read it twice, he deleted it. Looking up, he watched Gates walk into his office and plop down in a chair—his exhaustion, both physically and mentally, was obvious.
“Man, I’m sorry… I just want to sell this thing and move on with my life,” Gates whispered so no one else could hear.
Cooper motioned for him to close the door. Gates got up and eased it shut.
“I can understand that… I just don’t wanna sell it to some bottom-feeder. I wanna get top dollar,” Cooper explained. “You know that I gotta to do whatever you want, but it doesn’t make sense to sell it to Daniels… or anybody, if we don’t get what it’s worth.”
“I just want out, dude,” Gates said as he looked around Cooper’s office.
After a long moment, Cooper finally said, “Look, I wish I could afford to buy you out, but you know that I can’t come up with that kinda cash, unless, of course you’d finance it yourself?”
Cooper was fishing for Gates’s reaction. If Gates would even consider financing the sale, that would shed some light on his economic situation and his true motivation for “just wanting out.”
“I can’t. I need this to be a cash sale.”
“Need or want?” Cooper asked, now realizing that Gates might actually be in s
erious financial trouble. He also knew that Gates would never readily admit it. Cooper continued, “Just remember, I’m on your team through all this… let’s communicate and work the sale together. Let’s not appear desperate or divided. Okay?”
“Sure. Okay. I swear, if you could just help get the wheels back on this deal… I’ll make it up to you.”
“I’ll do what I can. Mr. Daniels has always been nice to me, but I know he’s cold-blooded when it comes to money,” Cooper replied, staring at Gates.
Gates stood. “Coop, I can’t do this without you, buddy. I really need your help. Get ’em back to the table and please get me a year’s consultin’ fee.”
“I’ll do what I can. I promise.”
“Thanks, man. I knew I could count on ya. I’ve got a freakin’ lunch meetin’, so I’ll be out for a while. Call my cell if you need me,” Gates explained as he started for the door. He stopped and turned as though he’d just thought of something, “Hey, can I have one of those south-of-the-border Cokes?”
“Sure.”
“You gotta be the only guy in Montgomery with these things. Thanks, man.”
Gates walked out of Cooper’s office, without opening the bottle. Cooper didn’t notice.
CHAPTER 11
After finally finding a parking place, Brooke parked and quickly hurried into the RSA Tower, home to the Tower Agency and many other businesses. The building was a monument to exceptional money management. While the elevator was traveling to the eighth floor, she took out a compact and checked her face. As she put the small mirror back into her purse, she smiled, thinking that this lunch was a significant step in her plans.