Man in Armour Read online

  DEDICATION

  For James, who has enabled me to live a whole life.

  For our sons, William, Jack and Henry; particularly Jack,

  who unfailingly encouraged me to write.

  CONTENTS

  Dedication

  Chapter 1

  Chapter 2

  Chapter 3

  Chapter 4

  Chapter 5

  Chapter 6

  Chapter 7

  Chapter 8

  Chapter 9

  Chapter 10

  Chapter 11

  Chapter 12

  Chapter 13

  Chapter 14

  Chapter 15

  Chapter 16

  Chapter 17

  Chapter 18

  Chapter 19

  About the Author

  Copyright

  CHAPTER 1

  The deal had stalled.

  All the workstreams had been on track when Charles left the office just before midnight. There was only the usual mopping-up to do before the formal signing and market announcement in the morning.

  But now, somehow, at 4 am, the deal was in disarray.

  Charles flung terse, white-vapoured comments into the phone. His body urged to shiver but he subdued it; it was his body and it would damn well do as he instructed.

  He clambered into the black cab outside his silent house.

  David’s panicked voice was in his ear. Apologising.

  Explaining.

  Apologising.

  Suggesting.

  Apologising. Apologising.

  It was a big deal. For everyone. For Mining Co. For Oil Co. For the plethora of advisors. Fuck. It represented two years of Charles’s life.

  What the hell had gone wrong?

  Charles asked David a question. Waited while the phone was passed to a lawyer.

  Charles asked David another question. Repeated it once the phone was passed to a fearful accountant.

  Charles had been manoeuvring Oil Co and Mining Co to consummate this deal for years. Playing both chief executives. Wooing both chairmen. And a year ago he had managed to kickstart their negotiations in earnest. Since then Charles had been implacable, no matter the obstruction.

  Mining Co didn’t have sufficient balance sheet capacity? He assisted them to tap new funds.

  The EU signalled regulatory pushback? Charles crafted new undertakings to give reassurance that Mining Co would play nicely.

  Oil Co’s unions dissented? Charles interceded and had Mining Co commit to fund retraining programs for redundant workers.

  The boards of Mining Co and Oil Co started squabbling over the spoils? He arbitrated.

  It had been a year of endless encouraging of executives. Endless leaking to the media. Endless pushing of advisors. Endless reassuring of the boards. Endless shoving.

  And now it had stalled.

  Both the Mining Co and Oil Co finance directors were raising their voices; not only at their advisors, but also at each other. Both chief executives had been called in at 2 am, and the tone had deteriorated post their arrival. Opposing lawyers were at twenty paces, brandishing continuous disclosure obligations. The recriminations had started. So Charles was called.

  Charles interrupted David’s agonising. ‘Separate them. Before it gets worse.’

  ‘There’d be fifty or sixty of us here,’ David said anxiously.

  ‘Get Barnaby and Emory into separate rooms. And separate the teams too. I’ll deal with it when I get there.’

  Charles hung up and flicked through the incoming emails from an awakening Asia. Eight from Japan alone; the more he gave the more they wanted. He closed his eyes and eased his head back on the seat. He never stayed anywhere long enough to get jet lag, he was just gut-wrenchingly tired.

  Usually right now, he’d be gliding powerfully through the streets, to a deal that wouldn’t get done without him, to chief executives who would look to him for guidance, to money that would bend to his will. But he wasn’t. He was cold. Bitterly so. He had already given this deal its due. More than its due. But the deal had to get done. It was his deal. So Charles would go back onto the battlefield and make it done. Before the market opened at 10 am.

  The cab pulled up at a concrete edifice. Forty storeys of lawyers, all in one place; source material for endless macabre jokes. Charles stayed sitting for a moment in the cab. Frigid. Exhausted. Reluctant. He felt over his armour; checked his cuirass fastenings, tightened the right side faulds. Then wrapped his overcoat tighter around himself. Pulled his helmet visor down. Hunched his shoulders against the sleet. Opened the door. Thrust himself back into the fray.

  He shook himself off in the lobby as a young man with a nervous Adam’s apple approached.

  ‘Charles,’ the young man said, holding out a security pass. Tried again. ‘Mr Edgeware.’ Tried once more. ‘David sent me down. To bring you up.’

  Charles took the proffered pass.

  In the lift he propped himself against the wall and asked, ‘So, what’s been happening?’

  After bobbing around for a while, the Adam’s Apple came up with, ‘David did as you said. He tried to move the Mining Co executives to our room. And Richard tried to get the Oil Co executives to move to the Redbank room.’

  Charles didn’t say anything, just nodded.

  The Adam’s Apple clarified, ‘But it didn’t work. Everyone’s still fighting. At least they were when I came down to get you.’

  Charles rested his fatigued eyelids. The Adam’s Apple had failed the elevator test. Most did.

  Charles had flown in from Tokyo the previous morning. Gone straight from the airport into the GlobalBank office. Faced the usual barrage of pent-up demand that occurred whenever he took a long-haul flight. He was needed to make introductions. Make offers. Approve prices. Resolve conflicts. There were innumerable problems apparently only he could solve. He was not gratified. He was irked. He’d stayed until midnight. Slept for a few brief hours in the guest bedroom at home. And had been awoken to save this deal. So, save it he would.

  The lift doors opened into a blond-wood corridor. Beige contemporary art lined the walls.

  The large room facing the lift was strewn with deal detritus: foothills of documents, innumerable coffee cups, towers of folders crazy-paved with sticky labels, congealed noodle boxes, a ticker-tape parade of litter on the floor. It was a hurly-burly of noise and people.

  Charles walked towards the open double doors, the Adam’s Apple in his wake. An argument was being had. Muffled. Accusatory. Adrenaline finally started to pepper Charles’s fingers. He slowed, indicated that the Adam’s Apple should precede him into the room, prepare the way.

  There was a document on the central table. A melee around it. Combatants in sweat-stained shirtsleeves smelled of stress. Of grease. Of a tough night’s work. Charles’s body began to relax; this morass of numbers and violence was his natural habitat.

  Mining Co’s pugnacious chief executive, Barnaby, was in full flight. Red in the face. Right leg forward. A full arm pointing at the document. His lieutenants clustered around him. Bolstering him. Standing with him. They couldn’t afford to be on the wrong side of any argument tonight.

  Emory, Oil Co’s debonair chief executive, was in retreat.

  Off in a corner was a cluster of junior lawyers. Wary. Bleary-eyed. They needed instructions, not arguments. As Charles glanced their way relief washed their faces; they’d make progress now. One way or another.

  In another corner the wrecked visages of the accounting due-diligence teams were illuminated by a computer screen. They were working on a spreadsheet. As the room quietened, they looked up, saw Charles and eased back in their chairs. Rubbed their faces, waited to see if their number-crunching had been worthwhile.

  Barnaby turne
d his jaw to the door, ready to launch an assault on the newcomer. But when he saw Charles some of the strain left him. He lowered his arm and drew a deep breath. Then allowed his hands to settle loosely on his hips. Barnaby’s lieutenants unconsciously mimicked his posture; their tension abated.

  Charles was back.

  He moved to stand referee between Barnaby and Emory, and asked in a carrying voice, ‘Sounds like it’s been a tough night?’

  ‘Bloody hell, Charles. More than a tough night! That limp cock,’ Barnaby said, punctuating his words with a pointed-finger-fist at Emory, ‘is out of his mind if he thinks I’m going through with this.’

  Emory’s iron-rod spine kept him upright but his face flushed puce. Richard, Emory’s Redbank advisor, quivered indignantly a careful few paces behind him.

  Charles glanced around the room. ‘I think we’d all benefit from a break. Richard, can you take your side back down to the Redbank room. And David, move our team back to the GlobalBank room.’

  David looked at him askance.

  ‘Go.’

  Charles waited while Barnaby barrelled out, trailed by David and his phalanx of lawyers, accountants and bankers. Then he moved over and silently patted Emory’s shoulder, indicating with a jerk of his head that Richard should move their team off too.

  Once the signing room was cleared, Charles followed in David’s wake.

  The GlobalBank room was in an even worse state than the signing room. Charles shrugged his overcoat and scarf onto a vacant chair, grabbed a bottle of room-temperature water, took a swig and sat down. He motioned the lead Mining Co external lawyer, their host in this concrete bunker, forward to the table. Searched the milling group for the lead Mining Co accountant; motioned him forward too. And Mining Co’s finance director and their mousy head of corporate affairs. He waved everyone else back, out of the firing zone, into standing positions against the sightless windows.

  David collapsed into the chair beside Charles. His rough dark hair was matted with sweat. His face shadowed with whiskers. His habitual devil-may-care smile erased. He looked what he was: a thug in a suit. Charles met David’s eye to reassure him then glanced at his watch. 4.22 am. Too many people knew. Both companies would have to enter a trading halt when the market opened even if the deal wasn’t done; the risk of insider trading was too great. And negotiating while the market clock ticked and rumours abounded was fraught with danger. Fuck it, there wasn’t much time. They needed a market announcement, he’d work back from there.

  ‘Show me the wording changes Oil Co want,’ Charles said calmly. ‘In mark-up.’

  The rabble heaved. Struggled to identify the most recent version of the draft market announcement. Printed it. When it flapped into David’s hand, he glanced at it then passed it to Charles, who smiled at him; they’d been through worse than this together. Silence fell.

  Charles scanned it. The black lines. The red lines. Frowned. ‘Is this mark-up against the version I saw at 11 pm?’

  It wasn’t. It was marked up against the 1 am version. Accusations flew between the lawyers and the accountants. The mark-up against the 11 pm version was finally located. And printed. And fluttered to Charles.

  Barnaby dug out his copy of the 11 pm document and waved it belligerently. ‘We shouldn’t have budged from this!’

  There was muttering from the cheap seats.

  Charles started reading. Carefully this time. Then asked, ‘Why have they deleted the wording on Emory’s termination payout?’

  Barnaby bit out. ‘Who the fuck cares why? That limp cock is leaving. Immediately.’

  ‘We suspect it has something to do with the Nigerian government,’ David said, wading in. ‘Emory’s the Approved Person for decisions on the oil pipeline. And Oil Co haven’t yet notified the Nigerians of the imminent change of control.’

  Barnaby shoved his chair back. ‘David,’ he roared, ‘I’ve said it before and I’ll say it again, if Oil Co’s regulatory affairs people are incompetent that’s not my problem. Our Nigerian application is already in, there’s no risk for us.’

  ‘But excluding Emory’s redundancy arrangements from the public market release doesn’t damage us!’ David yelled back, his voice hoarse. ‘We can give them this point.’

  There were gasps from one side of the room. Discomfited mutters from the other.

  ‘Thank you,’ Charles said before David could irritate Barnaby further. ‘Emory’s the chief executive of Oil Co. He’s being made redundant. It should be in here.’

  Barnaby was gratified. His hands found his trouser pockets and he humphed back into his chair, chin on chest.

  There was quiet for another minute. Charles was coming to the end of the draft market announcement. Everyone studied him. Waited for eyebrow lifts. Frowns. Exasperated sighs. Thinning of lips. Anything. A sign. Of how bad things really were.

  Finally, Charles turned the pages back to the beginning and said mildly, ‘The only material problem seems to be this proposed bridge loan from Mining Co to Oil Co. How did that get in here?’

  ‘But they’ve made at least twenty other changes, Charles!’ Barnaby railed. ‘I won’t agree to them. I’m not moving from this.’ He waved the 11 pm draft again.

  The room rustled. People shifted feet. Lifted up papers. Avoided eye contact.

  ‘I know, I know, they’re being annoying,’ Charles said. He couldn’t have Barnaby backing himself into a corner now and jeopardising the whole deal. ‘But, really, the only commercial change of significance is the bridge loan. How did that get in here?’

  David took a breath before answering. ‘A small piece of Oil Co’s debt is due to go current next week. It’s only two hundred million pounds. They expected Eurobank to approve a refinance of it today, but it got delayed. Redbank suggested Mining Co provide a bridge loan. Just for a week or two until Eurobank approves it.’

  Charles raised his eyebrows at David. ‘Mining Co bridging a piece of Oil Co’s debt?’ He turned with scepticism to their host, a greying lawyer with deep grooves either side of his mouth. ‘Wouldn’t that be caught by the code as a related party transaction?’

  The room murmured its agreement; the London Stock Exchange was meticulous in such matters.

  Their Grey Grooved Host replied, ‘Yes, ordinarily it would be caught by the LSE guidelines. So David’s had us working on a structural solution to get around that.’ He looked up at David for confirmation. ‘We thought about using a Belgium entity, like we did with Forestry Frack, but that trick doesn’t work any more, for a range of reasons, including a change to section—’

  ‘What about an Irish unit trust?’ Charles asked. ‘Didn’t Food Group use one?’

  ‘No. We run into thin cap,’ stated their Grey Grooved Host definitively.

  Charles turned to David. ‘When Redbank suggested Mining Co provide a bridge loan, did they propose a mechanism to get around the regulation?’

  David shook his head.

  ‘And you haven’t been able to come up with another way?’

  Their Grey Grooved Host was not defensive, just matter of fact, ‘At this stage, no. Given more time . . .’

  Charles knew there would be a solution to allow Mining Co to provide a bridge loan to Oil Co without it being caught.

  Somewhere.

  He ransacked his brain for another jurisdiction. Another structure. But there was nothing obvious.

  And if the people in this room and the Redbank room hadn’t already discovered it, well, then it wasn’t going to happen in the next hour.

  Charles moved on. ‘Take me through the alternative to the bridge loan, this price reduction offset mechanism you mentioned on the phone.’

  Nigel, a box-shaped hirsute positioned by the whiteboard, said protectively, ‘It’s a clumsy mechanism, but it works.’

  David moved over to the whiteboard and picked up a red marker.

  People pressed closer to the whiteboard and listened as David stepped through the boxes and arrows scrawled in different colours on the whiteb
oard. Nigel interjected a few times. The explanation took several minutes.

  As David drew to a close, the Mining Co finance director said to Charles, ‘But then we lose access to the German tax losses.’

  Barnaby thrust his hands deeper into his pockets. ‘Those tax losses have value. Fifty million. Maybe more.’

  David’s idea was clever. Very clever. But suffered leakage. Charles went through the steps on the whiteboard again, one by one, his eyes following the cash flows and the interparty documentation. He tested a few ideas in his mind. To no avail. He couldn’t see a way to prevent the tax leakage. But it was a crafty idea. A GlobalBank-style solution. He was pleased. He smiled at David, before saying to Barnaby, ‘OK, the price reduction offset is not an option.’

  There was a collective grimace from those standing at the windows. Those two possible solutions, the Mining Co bridge loan and the price reduction offset mechanism, had sustained them since the problem had arisen at midnight.

  Charles moved on. ‘Why didn’t Eurobank approve Oil Co’s refinance today?’

  David thought for a moment. Looked around the room at the other advisors. Shook his head. ‘We don’t know.’

  Charles raised his eyebrows in surprise. David didn’t know why? ‘Does it matter if this two hundred million of Oil Co’s debt goes current?’

  Again, David looked around at the other advisors. Then shrugged, passing the whiteboard marker back to Nigel and toppling into his chair. ‘I guess their board is nervous about it.’

  Charles tried to keep the disquiet from his voice and asked again, this time to the room in general, ‘Does it matter if this piece of Oil Co’s debt goes current? Is anything triggered?’

  The faces around the room remained blank.

  Charles’s impatience hit the surface. He took a pot-shot at the junior lawyers clustered at the window, ‘Thomas, Anthony, whatever-your-name is, come on. Elsewhere in the documents? Is there a requirement under one of the loan agreements for all of Oil Co’s debt to be non-current?’

  The lawyers cringed. Made themselves small targets. Started searching their document files.

  Charles looked at the accountants. ‘In the shareholders deed perhaps? Nelson? Alex? Does Oil Co’s debt need to be noncurrent? Come on, get on with it!’