trusted communications team were odd bedfellows. Cameron, a late-sixties conservative retired insurance trainer, collected a full-time paycheck while spending half his time enhancing digital photographs with Adobe Photoshop. Johnson, Alexandria's arrogant mid-fifties direct supervisor, was an average coach with a hushed past — two broken marriages laced with spousal abuse, a touch of alcoholism, and some unstated drug rehabilitation. As time went on, I would learn they had more in common with Alexandria than I initially imagined.
~
After Pete’s death, I made it my business to stop by Julia Maroney’s office every day, ostensibly to check on some business issues. But she and I knew it was about more than that. From time to time, we’d close the door and shed a few tears together.
One day, she seemed noticeably upset. I tried to cheer her up. “Young lady, you keep frowning like that and I’ll have to buy you some Estée Lauder night wrinkle repair.”
“Maybe there’s a reason,” frowned Julia. “This battle with my stepmother is driving me crazy. You know, she emptied Dad’s bank accounts. Mom didn’t even get her monthly child support and alimony payments this past month. I’ve been trying to help,” she sighed. And then, all at once, she burst out, “I hate that woman!”
“Julia, you’ve got to stay calm. Things have a way of working out. How can I help?”
As I leaned back in the chair, Craft wandered in. He saw the tears in Julia’s eyes. “Is this guy making you cry?”
She smiled. “Uncle Dawson, Martin and I were just talking about the situation.”
He looked at me pensively. “No problem; just don’t forget about the agreement.”
She nodded.
“Gotta go,” he said.
“Martin,” said Julia, “I hope you realize I have no problem working for you. Dad wanted that anyway.”
“I’m not sure what you’re talking about.”
“Oh, I’m sorry; I should have realized. We’re all under the same gag order until the negotiations are completed. Sorry.”
I didn’t let on, but I had no idea what the hell was going on. But my absence of a full deck of cards was starting to become apparent. The partners were trying to work a deal to buy the company without me, then maybe dribble out bits and pieces via stock options to the peons, like me.
I’d been screwed before, and now AFA was starting to feel like Martin Ruff, Wall Street Redux.
5.
Marshman went for a quick sale; Croft had other ideas.
Jolene and her father decided it was the perfect moment to sell AFA to the highest bidder. Sales remained strong and the internal disputes had not yet become public.
Lou Marshman hired killer attorney Bubba McElhanney to act as the sole voice of the seller to avoid the appearance of a distress sale. Marshman, who disliked Craft, Costas, and Carr because of their public disdain for his gold-digger daughter, was giddy with delight when he discovered that Pete’s so-called partners didn’t own a drop of equity. That meant he could do what he wanted, when he wanted to do it.
McElhanney's first stop was offered the company to the firm’s number one product supplier at a healthy multiple of annual profits.
Carr, Costas, and Craft were one step ahead of Marshman. They had already made sure that the highly compensated Patrick Defoe, president of Appalachia, knew that Craft et al. were the real key to AFA’s future health. Craft suggested to Defoe that if he took a pass on Jolene’s offer to sell, Craft would finance the purchase with his other partners, and they, in turn, would sell a substantial equity interest at a discount to Appalachia. “I think it would be the classic win-win for everybody,” said Craft on the phone.
“I know you well enough, Dawson. That down-the-line equity interest will cost Appalachia more than buying the company outright from Jolene right now, so why the hell would I even consider your offer?”
Craft, a world-class risk-taker, then gambled the house. “Because Jeremy, Eddie, and I will bolt. And when sales start slipping, your board is going to ask you, ‘What the hell happened to our number-one product distributor?’ It’s your choice, pal; no skin off my nose.” Craft paused, “You know, pal, there may also be some founder’s equity [lowest price insider stock value] lying around that could be transferred to you personally.”
~
The next day, Defoe called Jolene Maroney directly, since they had met at several company functions. Now knowing Craft’s intention, he figured he could bully Mrs. Maroney into a fire-sale and then take his chances with Craft, Costas, and Carr.
“With all due respect, Mrs. Maroney, most companies are looking at the current AFA situation and thinking to themselves, ‘I’ll wait to see if the current management can hold it together.’ Because we worked so closely with Pete, we know AFA well. Even if Dawson, Eddie, and Jeremy were to leave, I’m confident that, after a few initial hiccups, we could make the company prosper. However, I don’t know how big the hiccups might be or how long it would take to restore a healthy growth trend. Fortunately for you and your family, Appalachia not only has a vision, but we also have deep pockets. That’s why we can make you a substantive offer right now.
“We’d still like to offer you fifty percent of book value paid upfront, fifty percent cash and fifty percent preferred Appalachia stock, plus a generous secondary profit-sharing formula.” In plain English, Defoe was offering a quarter of what the company was worth before the Craft sales surge, and a minor share of profits after Appalachia took the majority of profits each year.
The streetwise Jolene Maroney smelled a rat. “What makes you think Dawson, Eddie, and Jeremy want to leave? They are making more money than they’ve ever seen in their lives.”
“I didn’t say they were leaving, but they sure seem confident you couldn’t possibly run things without them. Not to insult you, madam, but you have no operating experience, no business relationships with the field advisors, and no apparent role with employees looking for leadership.”
While he was correct, Defoe had insulted Jolene big time. She and her dad refused to make a counteroffer. Through an unnamed source at Appalachia, Craft learned of Defoe’s double-cross and coolly filed it away for future retribution.
Lou Marshman heard the same story from the company’s other product suppliers as his broker shopped the company around to the other potential buyers. Craft had gotten to everybody with the same speech he’d given Appalachia, including the illegal private stock offer.
As Marshman, his attorney, his broker, and his daughter began to sweat, Craft and company made their own unsolicited offer: $10 million in cash for forty percent of the company, plus an immediate share of profits, and a secondary note at two points below prime to finance the balance of the company over ten years.
An unhappy Jolene Maroney reluctantly accepted the offer as her only real option.
~
Despite my equity understanding with Pete and my growing importance within the company, Costas, Carr, and Craft were hell-bent on eliminating me from the purchase process. “Dawson, do you think we should apprise Martin of the deal?” asked Carr, torn between doing
