Джозеф Файндер - Judgment

“Here,” he said. “Start with this one.”

It was an e-mail dated two years earlier.

Noah

Hope all is well. We understand Wheelz is doing a round of financing. Can you find out who’s representing them? Still Goldman Sachs? We may be interested. I’d like to see the book.

Cheers,

Charles

Charles Finch, Partner

Harrogate Capital Partners

6 Victoria Avenue

Harrogate, United Kingdom

“Okay,” she said, looking up. “Do we know anything about this guy Charles Finch?”

“Cookie-cutter finance guy. Went to Cambridge, then Harvard Business School, worked at a private equity firm in New York, now based in the English town of Harrogate.”

“And ‘the book’ is...?”

“That’s the document they give prospective investors. Keep reading.”

She did. Then came Noah Miller’s response:

Charles,

It’s Joe Quintanilla in Goldman’s Boston office, and they’re looking to raise $500 million, primarily from new investors. I can get you the book as soon as you sign the attached NDA. Sounds like they’re trying to move quickly. It’s on a short fuse.

“A short fuse means everyone wanted to get this done immediately, I assume,” she said.

Hersh nodded. “Wheelz was in big trouble, I remember. Bleeding cash. People thought they were going to go out of business.”

“Okay.”

She skimmed the next couple of pages. A few back-and-forth volleys about possibly investing in Wheelz. Noah Miller sends Charles Finch a nondisclosure agreement. Finch makes some edits to the agreement, signs it, sends it back. That sort of thing.

“No,” Hersh said, watching her read. “Don’t skip past those. You see where the British banker says, ‘We might be interested in doing the whole round’?”

“Yeah?”

“That means that Harrogate Capital Partners is considering investing the entire five hundred million bucks. The whole enchilada.”

“Okay.”

“Check out how Noah responds.”

She scanned the pages and found an e-mail from Noah Miller to Charles Finch, the next day. She read:

Noah Miller

to Charles Finch

Charles,

Joe Quintanilla at Goldman has said he will make the Wheelz management team available to meet with you and your team at your convenience next week.

But one question: your fund size is $1 billion. Half a billion represents half your fund. We don’t understand how you can do the whole round.

“Okay, got it,” she said. “Reasonable question.”

“Look at how Finch replies.”

She read further.

Noah

One of our LPs in Harrogate Capital Partners is particularly interested in this and he will cover anything, up to half a billion, that our fund does not invest itself.

Noah Miller

to Charles Finch

Who’s the LP?

Charles Finch

to Noah Miller

Let’s discuss on phone. What’s the best number to reach you on?

“Ah,” she said. “This guy Finch won’t put it in an e-mail.”

“Right. There’s one unnamed investor with some very deep pockets. He uses the word ‘he.’ One person.”

“Is the investor’s name anywhere in these e-mails?”

“Not that I can see. It would take me a while to go through the e-mails and look more closely. But from everything I’ve seen, they never mention his name. They’re really careful about that.”

“Huh. Bizarre.”

“Now take a look at the exchange I printed out between Noah Miller and this guy Joe Quintanilla at Goldman Sachs. Quintanilla is the point man in charge of the Wheelz financing.”

She skimmed the next few pages.

Joe Quintanilla

to Noah Miller

Noah — OK, before I take this to the company, how do I know this is credible? Who are we talking about?

Joe — It’s a Caymans-based insurance company, Antilles Windward Insurance.

We’re talking half a billion. Who the hell is Antilles Windward Insurance?

LTL

“‘LTL’?” she said.

“Stands for ‘let’s talk live,’” said Hersh.

“So the investor isn’t a person, it’s some insurance company I’ve never heard of?”

“It’s an insurance company nobody has ever heard of. And there’s no such insurance company. There’s no record of any insurance business it does. It’s based in the Netherlands Antilles, and it’s probably just a front for this one very wealthy investor. A shell company.”

“A shell company that owns half a billion dollars’ worth of Wheelz,” she said.

“No. More . Keep reading. The next bunch of pages. Noah e-mails another lawyer, a partner at Ropes and Gray in Boston named Sidra Evans, because this unnamed client wants to acquire a controlling interest in Wheelz. He wants to sink even more money into it. More than the half-billion dollars.”

“Okay.” She shuffled through the papers until she located the exchange he was talking about.

Noah Miller

to Sidra Evans

(Sidra.Evans@ropesgray.com)

Sidra,

To recap the conversation we just had, our Client would like to increase the size of their investment in this Wheelz round to $1 billion. We add the following terms and conditions to the agreement as discussed.

— Agreement sets board of directors at 5, of whom 2 board members will be named by the Investor.

— Company cannot impair the assets in any way—

She skimmed through the rest. Boilerplate language; even she recognized it, from reading contracts. She looked up. “So ‘let’s talk live’ is because no one mentions the big guy’s name in an e-mail, right?”

“Look,” said Hersh, “these are major players in a very big deal. They want to make sure they know where the money’s coming from. And that the money is really there.”

“So they want to know actual names. Of people.”

“Right.”

“But the real name, or names, is never written down in an e-mail.”

“Right.”

“So this guy Finch, at Harrogate Capital Partners, is the point of contact for this rich investor. Who uses a bogus insurance company to hide behind.”

“Right.”

“And Finch gets on the phone and tells Noah, and Noah tells the Goldman guy on the phone as well, and it never appears in any paperwork.”

“Except the... accredited investor form.”

“Right.”

“But you can’t get access to that form?”

“They belong to the government. The Securities and Exchange Commission, in some locked file, probably.”

“Okay.” She thought. “And still nothing on Mayfair Paragon?”

“Right. The owner of Wheelz is this phony insurance company, Antilles Windward. Which owns fifty-one percent of the company.”

“That’s in the e-mails?”

“Right. And here’s what’s interesting.” He swiveled in his chair to face his computer monitor, tapped at the keys, stared at the screen for a few seconds. Then he swiveled around to face Juliana. “The lead investor for the last couple of rounds — the one before Antilles Windward invested a billion dollars?”

She felt a chill. “Don’t say it.”

“Sorry,” Hersh said, “but it’s true. He’s dead.”

“What do you mean — he died recently?”

“Couple of months ago. A Silicon Valley private equity guy, Kevin Mathers, who would have been the largest investor in Wheelz. Forty-six. Died in a tragic skiing accident in Aspen. In the woods on Ajax.”

“So? Accidents happen,” she said. Though in fact she didn’t know what to think. Could this be true?

“Yeah,” he said. “People die in skiing accidents, it happens.”

“But?”

“But you take Kevin Mathers, and then you factor in Matías Sanchez, and it becomes a coincidence, and I don’t believe in coincidences.”