“Margaret, that’s not fair! The reason I’ve come back is to stop it! And I need your help to make that happen. You’ve simply got get some rest so we can meet with Nelson tomorrow and find a way out of this. Will you do that? Will you go to bed this instant?”
He rose and stood beside Slattery, holding out his hands to reach for hers but in the next instant she let her arms drop.
“I can’t. I just can’t,” she answered in a voice barely audible.
Zorn sat beside her once again.
“Then why don’t I stay with you until you’re asleep? Would that help?”
“You’d do that?”
“Of course I would. Now, tell me, would you rather sleep here on the sofa or in your bed. I’ll stay close by either way. Which will it be?”
Without a word, Margaret Slattery rose to her feet while Zorn pushed back the coffee table so that she could make her way to the bedroom. As she stepped out, she turned to face Zorn and reached out to cup his cheek with the palm of her hand. He hadn’t anticipated the move and half expected her to pull him in for a kiss. But, instead, her hand fell and a wan smile spread across her face.
As they passed the bathroom, Slattery peeled away and closed the door behind her. She emerged a few minutes later wearing a champagne satin nightgown and a fresh coat of lipstick, her hair freed of its ponytail and falling loose over her shoulders. She stepped up to him with a beguiling smile, put her arms around his neck and rose on tiptoes to kiss him.
Zorn accepted the kiss but withdrew quickly, before passion could overtake him. Instead, he wrapped his arms around her until she melted into his embrace. She had never seemed so vulnerable and he didn’t want to reject her. But ever so slowly he released his grip, led her slowly to the bed and lay down fully clothed beside her. Before long, her breaths grew shallower and less frequent, until Zorn was sure she was asleep.
For an hour he lay there, taking in her scent and sensing her warmth, imagining what life would be like if he were free to give himself to her. But he had already yielded to such thoughts once, and he knew better than to court disaster again. So he rose slowly from the bed and wrapped her in the faux fur comforter that lay folded at her feet.
Then he padded off to the living room to retrieve the bourbon and recharge his glass. As he did, he felt his cell phone vibrate and pulled it out. The call was from Patrick Craven. He made a sour face and waited for the vibrations to stop. Craven would have to wait.
On returning to the bedroom, he wrapped himself in the woolen throw that Slattery had let drop to the floor, settled onto her daybed, and sipped whiskey until sleep came over him at last.
Overnight the rain had grown into a downpour. Roger Zorn looked out through Margaret Slattery’s living room window onto the dark, wet street below and took another gulp of his morning coffee.
“Are you sure you don’t want anything to eat?” Slattery called out from the kitchen in a cheerier voice than Zorn might have expected from her mood the night before.
“No, Margaret, I’ll pick up something at the hotel when I check in. I don’t want to be late for my nine o’clock.”
Slattery came out of the kitchen dressed in the same black silk blouse and gray-green pantsuit that she had worn to the industry reception at the Hay-Adams in April. Her face bore no trace of the strain it had shown the night before.
“Will I see you tonight?” she asked, sidling up to him and taking his arm.
“I hope so. Unless we meet sooner at Blackburn’s office.”
“That’s hard to predict. Nelson may be tied up with Senate hearings today.”
“Let’s stay in touch by email then,” Zorn suggested, finishing his coffee. “I know the method is cumbersome, but I’d rather not leave a record of phone contact between us.”
“I understand. In that case, perhaps you should take this.” She removed a key from her pocket. “It opens the lobby as well as the apartment. Now I won’t have to buzz you in.”
“Okay,” he told her before slipping the key into his pocket. “But tonight I may be out late. Don’t plan on me for dinner.”
“No worry. Take-out is 24/7 around here.”
He bent down to kiss her cheek good-bye and made for the door.
Chapter Twenty-Four: Ultimatum
"Buy the ticket, take the ride."
–Hunter S. Thompson
LATE AUGUST, WASHINGTON, D.C.
Zorn pulled into the Hyatt’s underground parking garage twenty minutes after leaving Slattery’s U Street apartment. On rolling his suitcase up to the hotel check-in desk, the night clerk recognized him at once.
“Welcome back, Mr. Zorn,” he greeted the traveler before entering some keystrokes into his computer. The man was tall and lean, with the physique of a pro cyclist, and spoke in an indeterminate Eastern European accent. His plastic name tag bore the first name Andreas and a last name with too many consonants to pronounce.
“Hmmm. I see your original arrival time was last evening. I’m afraid we’ve had to charge you for the night, sir, since we held the room for you.”
“That’s fine, Andreas. It’s my fault for not calling in.”
The clerk made a few more keystrokes and looked up with a wry smile.
“Only three nights this time? Have we done something to displease you?”
Zorn laughed.
“It’s my farewell tour,” he said as he signed the registration card. “Limited D.C. engagement. Anyway, right now I’m just stopping by to pick up my key.”
Instead of nodding or offering the usual polite response, Andreas gave Zorn a look as if he were sizing him up.
“Were you by chance expecting visitors last night, Mr. Zorn?” the desk clerk asked in a tone that oozed discretion.
“No. Why?”
“Two men came in late, around eleven, and took seats in the lobby. They looked as if they were waiting for someone. When I asked if I could help, they said they were looking for you and wanted to know if you’d checked in.”
“Did they leave a message?”
“No, they just thanked me and left.”
“Can you describe them?”
“Average height. Short dark hair. Strongly built. Dressed in dark business suits. They looked like they might be from law enforcement, or perhaps the army.”
“And you’re sure they’re gone and haven’t come back?”
“I’ve been on duty all night, sir. No one can get past me without my knowing.”
Zorn left his luggage with the bellman before handing Andreas his business card with a crisp fifty-dollar bill folded underneath.
“If you see them again during my stay, call my mobile right away, okay?”
“By all means, sir,” the desk clerk replied with a deep nod as he palmed the bill.
On his way out the door, Zorn’s mind raced to figure out what the visitors had wanted. Was it an attempt by Tetra to intimidate him before his meeting with Lawless? Or perhaps just DHS confirming his whereabouts? Either way, he decided not to let it rattle him. If the visitors had anything serious on their minds, they would never have Andreas know they were there.
The Tetra Building was a mirror-faced high-rise located a few blocks south of the leased DHS offices in Crystal City where, months earlier, Zorn and Brandon Choe had made their bid presentation for the Triage contract. Zorn rode the elevator to the sixth floor, where Larry Lawless and other senior executives had offices, and opened a heavy glass door into the reception area.
Other than the statuesque female receptionist, who must have been at least an inch taller than Zorn, the only other person in the waiting room was Jay Pankow, the partner at the K-Street law firm who managed Zorn USA’s legal affairs. Pankow, a fussy little man who brimmed with energy, drew himself up to his full five feet six inches to greet his client, looking very much the Washington legal grandee in his Savile Row suit and handmade English brogues.
A minute or two later, the receptionist led the two men through another glass door and down a corridor
to a spacious conference room whose wall of windows looked out over Reagan National Airport. Seated across the oval table, with their backs to the windows, were Tetra Corporation’s executive vice president for business development, Larry Lawless; its chief financial officer; and its general counsel. Each man wore an immaculately tailored dark business suit, a starched white shirt with gold cufflinks, and a facial expression appropriate to a hockey faceoff.
Lawless was first to speak, assuming a supremely confident air developed during his long spying career in which bluffing and dissembling had been part of his stock-in-trade.
“I’d like to express our appreciation for your flying over to meet with us on short notice, Roger,” he began, laying his manicured hands on the table. “As you know, Walter and I have been going around in circles for some weeks about terms for a possible merger.”
“I’d be very happy to see it happen, Larry,” Zorn answered in a polite but guarded tone. “But if all you’re offering is a stock-for-stock deal, that’s not going to work for us. I believe Walter has done all he could to make that clear. So what makes you think we’d change our minds and accept it now?”
Despite his best efforts, Zorn felt a surge of frustration at the likelihood that he had flown all the way across the Atlantic for nothing. He might have said a good deal more but held his tongue to allow his host to respond.
“The reason we think so is that we’ve followed your company for a very long time,” Lawless answered with studied civility. “Zorn Security has been struggling financially for years. Now that your U.S. unit has joined the ESM program, you’ve managed to stem the losses. But lately it seems you’ve grown disenchanted with the program. The problem is that, if you were to cancel your ESM contracts, your finances would go even deeper into the red. So you appear to be stuck. Perhaps you’ve concluded sensibly that a merger is the only sensible solution.”
“Oh, I get it,” Zorn answered, his eyes flashing sparks. “You invited me here because you think you hold all the cards. Well, you ought to know by now that Tetra is not the only fish in the sea when it comes to merger partners.”
“That may be true,” Lawless agreed with an indulgent look. “But if the ESM program becomes embroiled in adverse publicity, as you seem to expect, then none of the other fish will come anywhere near you. And if you leave the program once the bad news hits, you’ll soon be awash in red ink. Then we’ll be able to pick up your company’s assets from your creditors for a song. So do yourself a favor, Roger. Accept our offer while it’s still on the table.”
Zorn bristled at the implied threat, but Lawless’s argument was a compelling one.
“And what if we did take up your offer and the wheels came off the ESM program not long afterward? The value of our Tetra shares would sink like a stone.”
“As would ours,” Lawless conceded. “But Tetra is a major player in the U.S. defense arena. We’ve been through flaps before and we know how the game is played. Our share price would recover.”
“But why should our side take the hit when we’re not the ones behind the actions causing the bad publicity?”
“I’ll tell you why,” Lawless replied, his voice suddenly taking on a hectoring tone as he leaned his bulky torso across the table. “You’ll take the hit because we’re in this together, Roger. Like it or not, Zorn USA is Homeland Security’s second largest ESM contractor, right behind Tetra. Your Triage teams are the ones who decide who’s a terrorist and who’s not. And your flight crews, just like ours, pick up the bad apples and pitch them out with the trash. One way or another, you and your people are up to your necks in this.”
Zorn let out a deep breath and cast a sideways glance at Pankow, who sat in icy silence, his black button eyes fixed straight ahead. So much for the brilliant corporate lawyer who was never at a loss for words.
“Well, thanks for valuing our contribution so highly,” Zorn replied with a sharp look. “But I don’t see that as quite enough to justify a merger. Still, just to make sure I haven’t missed anything, why don’t you summarize for me the terms of your last tender offer to Walter? No need for every detail. Just the basics.”
Lawless nodded and opened the manila folder before him to read.
“Tetra Corporation offers to purchase all the outstanding shares and all of the net assets of Zorn Security and its subsidiaries, in a stock-for-stock deal. Zorn shareholders would receive 0.4 shares of Tetra common stock for each share of Zorn stock.”
Here Lawless paused for effect. He cast a glance at his CFO, who returned an imperceptible nod. When Lawless resumed speaking, it was in a conciliatory tone.
“The price may not be all you and Walter are looking for, Roger, but it would be a tax-free transaction. And you would be free to sell as few or as many Tetra shares as you like after a two-year lockup period. We would also invite you, Roger, to join Tetra's management team as head of our European division.”
Lawless paused to let the last point sink in. It was a peace offering of sorts, but Zorn could not allow himself to accept a deal that gave him preferential terms not available to other Zorn Security shareholders or employees.
“Furthermore, Tetra would offer jobs to all Zorn employees on completion of the merger, with all performance shares held by Zorn’s managers to be redeemed in cash immediately,” Lawless continued, rendering moot Zorn’s objection to preferential treatment. “And we would offer generous termination packages for any Zorn employees who decline to come on board. The deal I just described is nearly identical to the one we discussed with Walter, except for the latter two points, which we added as sweeteners for today’s meeting.”
Zorn couldn’t deny that the offer of continued employment was attractive, but the proposed share price was still too low. He shook his head.
“With all due respect, Larry, four tenths of a Tetra share for each one of ours? That’s not an acquisition. It’s grand larceny. Our last independent appraisal put Zorn’s share value north of thirty dollars.”
Lawless shrugged.
“Do me a favor, Roger. Give Walter Lang a call and see what he thinks about our new offer. We consider the four-tenths number to be quite generous. By our calculation, the proceeds would be more than enough for you and Walter to retire in considerable comfort.”
“So now you’re pretending to be my personal financial advisor?” Zorn snapped. “Well, I don’t need to consult Walter to give you my answer. It’s no. Either we do a cash deal at 0.6 shares of Tetra stock for each one of ours, with no lockup period, or I terminate Zorn USA’s ESM contracts right now and take our Triage know-how back to France.”
“A cash deal is a no-go for us, Roger,” Lawless answered, compressing his thin lips and narrowing his small porcine eyes. “You know that. A cash deal offers Tetra no protection at all against, shall we say, unauthorized disclosures. Not that we’d imagine your people stooping to that sort of thing. But both our companies have to share the same exposure to downside risk if any merger deal is to work.”
Zorn cast a sidelong glance at Pankow, who seemed to have emerged from his trance. This time the attorney offered Zorn a grave look and shook his head. Lawless seemed to have noticed, because he jotted something on a notepad and showed it to his CFO, who read it and nodded.
“Okay, then,” Lawless announced in a voice half an octave higher than before. “I’m able to offer you one last sweetener. We could shorten your lockup period for selling Tetra shares from two years to one. The purpose would be to incentivize your people to keep an extra tight lid on adverse disclosures for a year. After that, former Zorn shareholders would be free to sell or hold their Tetra stock without restriction.”
This was a substantial concession, to be sure, but it still wasn’t a cash deal. Zorn shook his head.
“Sorry, Larry. Can’t do it.”
“Then I think we’re finished here,” Lawless replied with a stony expression. “Except for one last question.”
“And that would be?”
“Is your decision to
reject our offer driven by advance knowledge of any impending disclosures about the ESM program to Congress or the media?”
The grave expression on Lawless’s face when he posed the question startled Zorn. Certainly the man must know of Zorn’s trips to Corvus Base and Assodé and all that he had seen there. But could Lawless really believe Zorn would go public with highly classified information, violating his nondisclosure agreements and bringing the full weight of the national security state down on his head? The idea was preposterous. So Zorn had no difficulty answering Lawless’s question as far as Congress or the media were concerned. But the White House and DOJ were another matter.
“Absolutely not,” he told Lawless. “We rejected your offer on purely financial grounds. And I’m not aware of anyone who intends to approach Congress or the media with dirt about the ESM program. My god, that’s the last thing I’d want to see happen.”
Upon leaving the Tetra Building, Zorn drove the few miles back up U.S. Route 1 to the Zorn USA offices. Though weeks had passed since he had last been there, the receptionist greeted him as if he had never been away. And the office looked and felt exactly as he had left it. Business as usual, everything normal. Except that it wasn’t.
Zorn gave the receptionist a warm smile and covered the short distance to his office without encountering another soul. Scarcely had Zorn opened his laptop when he heard a knock at the door.
“Come in,” he called out.
It was Brandon Choe, who had arrived so quickly that he must have directed the receptionist to notify him the moment Zorn walked in. Almost at once it seemed to Zorn that Choe was off his game. The COO stood just inside the door, twisting a ring on his finger, with beads of perspiration on his forehead despite the chilly office temperature.
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