Terminal Value Part 1

Terminal Value.

A novel.

by Thomas Waite.

Chapter 1.

January 7, 2:00 a.m. Boston.

Dylan Johnson's mind never reached a deep, rejuvenating sleep that night, but hovered at the edge of the netherworld of sleep paralysis, where faces roamed around his body in an unnerving silence.

He saw faces familiar yet unknown. His mind, its eidetic memory always organizing his thoughts, cried out that he was not asleep-he was awake-but he remained unable to move, even to twitch his little finger. Through closed eyes, he watched as gray shapes floated across the room. Rob's handsome face contorted before him, eyes widening, cheeks sunken. Heather's golden hair, always soft and angelic, blew around her face in a disorganized mess, disrupted by an unfelt tornadic wind that moved through the room and wrapped around her. Tony, Dylan's best friend, howled in silence at some graphic practical joke unintelligible to Dylan. Panic lay next to him on the soft down pillow, refusing to allow him any control.

Voices whispered sounds, but words failed to emerge through the fog, and yet he understood the questions. Why had he called the meeting? What were his partners to expect from him? How had he made decisions without their consent? The inquiries raced past him, swirling through his head. Questions he had no answers for, but questions he knew would be asked. And in the distant background, as always, his father stood in silent disapproval. In his mind, Dylan prayed for the blessed sound of his alarm clock!

January 7, 7:00 a.m.

He stood in the steamy bathroom, leaning against the sink, staring at his reflection. It was a daily ritual he wished he could stop, and yet every day the practice returned. Today he saw his father's face staring back at him, questioning his choice of careers. Dylan's resemblance to his father amazed everyone. It was as if the day after his father died, Dylan had become him. At six feet four inches tall, with the same tousled brown hair that shimmered like milk chocolate and deep brown eyes with tiny wheat-colored flecks, Dylan was his father in both appearance and gestures. To Dylan's credit, however, he had not become his father in att.i.tude or practice. He remained his own person, pursuing his own dreams.

Dylan sighed and picked up the razor to remove his light brown stubble. He liked the feel of the razor close to his face; it gave him the closeness of the shave and yet the sense of danger as it rode near to his jugular.

"s.h.i.t!" Dylan growled as his razor drew blood. He ripped off a shred of toilet paper and slapped it on the cut. He couldn't be late for work. Not today.

"s.h.i.t!" he exploded again as the blood soaked through the flimsy bandage.

Monday morning and the clock read 7:25. He had to be out the door in five minutes to make the meeting he himself had called the night before. It promised to be one h.e.l.l of a session, and he knew it could go in one of two directions-a wild success or a dreadful failure.

Dylan, the twenty-three-year-old President and CEO of MobiCelus, led one of the hottest startups in Ma.s.sachusetts. In just one year, this mobile computing consulting firm had muscled its way into the limelight, snagging some of the country's most exciting companies as its clients. Positive profiles in The Boston Globe and, most recently, The Wall Street Journal, blew work through the doors at MobiCelus, keeping its hundred-plus employees overworked and well-paid.

Now, Dylan was about to close a deal to sell MobiCelus to a bigger and better-known technology firm. If he succeeded, he and his three partners would emerge with bank accounts as big as some of their clients' egos. Plus, they would have the resources they would need to do the large-scale, innovative projects that, to this point, had been beyond their reach.

Dylan had met Art Williams, the head of Mantric Technology Solutions, at a Silicon Valley conference the previous fall. What Dylan thought of as simply a polite conversation quickly escalated, and, several telephone calls later, a proposal Dylan could not refuse unfolded before him.

He rubbed a towel over his thick brown hair and brushed it into place. He threw on a shirt, then sprinted to the door, grabbing his black leather jacket off its hook. He jumped into his silver Toyota Prius parked in the alley behind his condo and glanced at the clock. Seven thirty-five. It was going to be close.

The night before, he had e-mailed each partner and told them to meet him at eight o'clock-no excuses. "I'll explain tomorrow," the e-mail said. "It's a sensitive matter, and I want you all to hear about it at the same time." Since then, he'd avoided the phone, not wanting to deal with their questions.

Dylan's ability to compartmentalize every aspect of his life startled people when they first met him, but, as relationships grew, friends, acquaintances, and even lovers appreciated the way he focused his attention on any immediate problem at hand. He spoke to everyone as if he or she was the only person in the world. His ability to focus his attention, coupled with his startling memory recall, were skills he put to their best use now as he went over the agenda for the meeting just minutes away, while at the same time juggling traffic and avoiding stops and goes.

Rush-hour traffic seemed unusually heavy for a cold January morning. Dylan glanced out through the frosty window at the Public Garden Lagoon. In the summer, swan boats and tourists filled the park. Now it was empty of water and people-a sure sign of a prolonged winter. He and his friend Tony had discussed the mobile computing revolution during many strolls through the garden.

Dylan and Tony Caruso met at the Ma.s.sachusetts Inst.i.tute of Technology, where both had earned degrees in Computer Science. Tony was barely seventeen when he entered MIT, but his irreverence and acute understanding of business and technology had allowed him to cruise easily through every cla.s.s. His curly brown hair usually looked like it needed a good scrub, and his T-shirts screamed out his c.o.c.ky humor. His favorite: "MIT: A great party with one h.e.l.l of a cover charge."

Tony intimidated Dylan at first, but soon a deep friendship evolved. They planned to go on for their master's degrees together after graduation in the spring of 2009, but the breakthroughs in mobile technologies changed those plans. The astounding success of Apple's iPhone and Google's Android smartphones captivated their imaginations. It wasn't just the money they envied; it was the cool. They ached to be in on the action.

Dylan and Tony had met their partners, Rob Townsend and Heather Carter, nearly four years earlier at a party on Beacon Hill. Rob, finishing up his MBA at the Harvard Business School, was top-of-the-cla.s.s smart and knew it. Six feet tall and wiry, Rob was forever sweeping a shock of blond hair off his face. Offers poured in from such renowned companies as Goldman Sachs and McKinsey, but Rob wasn't interested. Too old-school. His goal was twofold: to do something incredible as part of a new venture, and to make a killing. The success of mobile computing entrepreneurs had not gone unnoticed, and Rob bet he would be on top.

Heather finished her degree with a concentration in digital media at RISD, the Rhode Island School of Design-or "Riz-dee" as it's universally known. Her artistic skills notwithstanding, she was always intrigued by the intersection of design and technology. Heather's astute intuition quickly recognized that mobile phones were replacing computers in many still uncounted ways, and she focused on landing a job that would allow her to work on cutting-edge displays and visual apps. Her comments in board meetings were often insightful, raising issues that others had overlooked.

Heather's striking beauty showed in her green eyes, blonde hair, and lean, athletic build, but her most outstanding feature was a nose just a shade off-kilter. No one ever asked her about it, of course, but they didn't need to. She loved to tell the story of how she and her three brothers walloped a group of neighborhood bullies in an epic street hockey brawl that left her with a broken nose. The end result only added to her allure. In fact, Dylan was just about to ask Heather out when Rob barged in to introduce himself and beat him to it, placing Dylan in the back seat for her attention.

As the introductions and typical small talk gave way to post-graduation plans, the four discovered their shared pa.s.sion for mobile computing. Engrossed in their conversation, they looked up to see an empty room and a mildly annoyed host waiting for the stragglers to leave so he could go to bed. They had, by that time, already decided to go into business together.

Lost in his thoughts, Dylan was startled back to reality by the sound of a horn blaring behind him. He stepped on the gas and darted into the left lane to avoid the caravan of delivery trucks that always double-parked at this time of the morning. He glanced again at his watch as he headed across the Fort Point Channel towards MobiCelus's warehouse offices. He wheeled into his parking s.p.a.ce, bolted from his car, and ran inside to the old freight elevator. The contraption burped twice before beginning its slow grind to the fourth floor.

Dylan stepped off the elevator at one minute past eight and hurried toward the conference room. He and his partners had conducted many meetings in this room. Tony almost always arrived early, busily fiddling with a prototype of some new smartphone or tablet. Heather and Rob always arrived together-and late. Today, though, all three sat in antic.i.p.ation, each staring in different directions, trying to focus their attention while they waited. All conversation stopped the moment Dylan walked through the door.

As he looked around the room, Heather smiled and motioned mysteriously to her face. "What?" he mouthed to her, when he realized he still had toilet paper stuck to his chin. He sheepishly removed it and sat down at the head of the table.

"So Dylan, what's the big mystery?" Rob asked, breaking the silence.

"I have some big news, incredible news, really," he began. His eyes darted around the room from one to another, and he cleared his throat. "And I know you're going to be very excited when you hear it."

As Dylan fumbled and hesitated, Tony piped up, "For G.o.d's sake, Dylan, just tell us already!"

Dylan took a deep breath and blurted, "Mantric Technology Solutions has offered to buy MobiCelus for two million dollars in cash and 300,000 shares of common stock. The deal could be worth a total of fourteen million dollars. Maybe more."

Heather gasped. Tony let go of his smartphone and sat up straight in his chair. Rob quickly tapped on the calculator app on his own phone and began doing the math as his mouth fell open in amazement.

"Our dream is about to come true," Dylan continued.

Tony screamed, "No way! No f.u.c.king way! You're kidding us-right?"

"Oh my G.o.d!" Heather said loudly. She glanced at a now-grinning Rob and clapped her hands together.

"Mantric-that's Art Williams in New York-right? The guy who took ProTechSure public?" Rob asked.

Dylan exhaled. "Yeah." Their excitement came as a huge relief. In the back of his mind, he had harbored a fear that they might have a desire to maintain total control of their brainchild, a la Bill Gates and Paul Allen at Microsoft or Mark Zuckerberg at Facebook. Just as ProTechSure Group, the most successful technology services firm to ever go public, had wowed the group of friends, they saw themselves following that same path. Hundreds of people became millionaires. Like so many technology companies, the name was a compilation of everything it professed to be: Profit + Technology + a.s.surance = ProTechSure.

Tony immediately saw why Williams must have selected the word "Mantric." It was the adjective form of mantra, and so was meant to suggest that the company had mystical powers. Tony, of course, had been the one to come up with MobiCelus, though he initially wanted to call the company MobiCelu$-or so he'd said. He recalled the name had elicited groans from the partners. "It's still just so f.u.c.king unbelievable," Tony said now. "Jeez, to think we could be doing really cool stuff and rolling in the green before we're even thirty."

"Yeah, and we haven't even suffered yet," Heather grinned.

Mantric, which specialized in using cloud computing and other web-based technologies to run systems for major corporations, was said to be planning an initial public offering. Rumor had it Mantric would float its IPO within the year.

"So here's the deal," Dylan resumed. "Besides access to their kick-a.s.s resources and technology, we're talking an incredible upside opportunity with the stock. Based on what Art told me about Mantric's growth and comparing the company to its public counterparts, I think the stock could be worth forty to fifty dollars a share within eighteen months. And who knows how much higher it'll go after that?"

"So you're saying, Dylan, that the deal, all told, could be worth maybe seventeen million dollars, or even more?" Rob spoke without looking up from his calculator.

"That's right. No guarantees, of course, but even a worst-case scenario winds up being pretty impressive. Let's say the stock ends up being worth just thirty dollars a share. That's nine million dollars, plus we get some cash up front." Dylan let the numbers sink in for a moment. "So what do you all think?"

"Are you crazy?" Tony yelled, raising his hands in the air. "What's to think about? We get to do the coolest work in the world and we're going to be rich!"

"Heather? Any thoughts?"

"I like this deal. I could design some great stuff with more resources. And the cash alone comes to almost half a million, up front, for each of us-right?"

"It's 400,000 dollars before taxes for the three of us," Rob quickly interjected, "and 800,000 dollars for Dylan," factoring in Dylan's majority stake in MobiCelus. "Anybody wanna bet on where the stock will end up?" Rob's question elicited smiles across the table.

"And if, after the IPO, the 300,000 shares become worth, say, fifty dollars a share," Heather calculated, picking up on Rob's question. "That's at least another three-point-five million dollars for each of us."

"f.u.c.king A is what I say!" Tony exploded.

Everyone burst out laughing.

"Then I can a.s.sume everyone is in agreement? If that's a go, I'll contact Art and we'll move this forward as quickly as possible," Dylan said.

Everyone nodded quickly.

Dylan added, "I'm going to go let Rich and Matt know what's going on."

He left the conference room and smiled as he heard an explosion of laughter behind him. The last comment he heard was Rob making a bet about how quickly Dylan could consummate the deal.

January 7, 9:30 a.m. Boston Dylan poked his head around the partially opened door in Rich Linderman's office to see him hunched over a side desk, working his computer with one hand and an old desk calculator with the other. The young man's attention was focused on the current financial status report.

Dylan had hired Rich soon after they launched MobiCelus to run the administrative side of the firm. As it grew and they hired a few more staff people, Rich asked if he could be put in charge of the firm's finances. His partners, particularly Rob, had been concerned about putting him in such an important role, and Dylan thought it would be a stretch, but Rich had proven himself. Sure, he was a bit quirky. But when he cut the operating costs of MobiCelus in his first year by 20 percent, even Rob had to admit he was wrong.

As MobiCelus's controller, Rich did not hold a chair at the conference table unless invited, but Dylan valued Rich's opinion on the financial health of the company. He graduated tenth in his cla.s.s at Wharton, and Dylan had snapped him up after their first interview. An introvert, Rich dedicated his time at the office to the business of MobiCelus, and Dylan was convinced Rich was one of the lynchpins that kept the others on the straight and narrow. There were never any questions about fuzzy financial reports-every piece of information presented by Rich Linderman could be counted on for its accuracy and reliability.

Dylan coughed in order to get Rich's attention but not startle him. Rich raised his hand, but did not turn around for another fifteen seconds. When he did, he shoved his gla.s.ses-which had slid down to the end of his nose-back up toward his forehead, where they perched precariously, ready to slide back down with one errant move.

Rich smiled. "Oh, hi, Dylan. Sorry, I didn't realize it was you. I was working on a touchy problem. What can I do for you?"

Dylan walked over to the desk and sat across from Rich. He noticed Rich had on the very same shirt he had worn the last time he'd seen him. "Just wanted to alert you to something big that's going to be happening in the next few weeks."

"Would that be the Mantric offer?" Rich asked.

Dylan sat up, startled. "How in the world did you know that? I haven't even accepted the offer yet."

"Oh, their financial person, Christine something or other, called late Friday and said she was going to want to access our financials. She was pretty vague, but mentioned the offer. Of course, I refused to give her access to anything because I don't know her from Adam-or Eve." He smiled at his weak attempt at humor.

Dylan stared at the wall behind Rich, wondering why in the world anyone from Mantric would go around him, especially before the offer was even accepted.

"Er, that's what I was working on when you came in." Rich stumbled over his words. "It was late Friday, and I tried to contact you, but you weren't around. I guess I should have e-mailed you or something. I just figured since I wasn't giving her any information it could wait until today, and then I got tied up this morning in reviewing the financials to make sure everything was okay. I hope I was right in not giving any information out."

"Oh, yes, absolutely, you were right. Um, did she say she would be calling again?" Dylan asked.

"Yeah, she said she'd get back to me, but didn't say when."

"Okay, Rich. Do me a favor-if she calls back, direct her to me. Okay?"

"Sure. Hey, this looks like it could really be good for the company and all of us-right?"

Dylan heard some trepidation in Rich's question. "Yeah, it could be just that. Thanks for letting me know about Christine's call."

He rose to leave, not sure whether to call Art or Christine or just wait. He considered his options as he wandered down the hall to see Matt Smith. Matt was one of MobiCelus's senior consultants, well respected by his peers and clients alike. Matt graduated near the top of his cla.s.s at Stanford before moving east, and when it came to dealing with problems and sorting out answers, Dylan was comfortable bringing pithy issues to Matt's attention. But this information about Mantric's CFO left him baffled, and he decided not to pursue it with Matt at this time.

Matt's office sparkled with organization. He knew where every file, every doc.u.ment-h.e.l.l, every paper clip-was located. Dylan walked in and chuckled because he saw a wet ring of coffee on the table just as Matt raised the cup to his lips.

"Hmm. Getting sloppy in your old age?" He pointed to the coffee ring.

Matt quickly wiped it with a napkin. "Oops, sorry 'bout that," he said, smiling. "What's up?"

Dylan sat across from him and told him about the pending acquisition, but left out the part about Christine's call to Rich.

"Hey! That's great news. Do you have a date when this will happen?"

Dylan just shook his head. "Not definitely. I'll be calling Art Williams as soon as I get back to my office and start the ball rolling. I just wanted to let everyone know what was in the wind so no one would be blindsided." Dylan questioned the veracity of his own words.

"This is exciting. To be in on something like this at the very beginning!"

Dylan heard the energy in Matt's voice. "Yes, it is."

"Then great! I'll look forward to it. Let me know what I can do to help make it a smooth transition."

Dylan rose to leave. "I'll be sure to do that." He walked back to his office and sat at the desk, his hand hovering over his computer keyboard. He called Art Williams's private line.

"Art Williams here."

"Art, Dylan Johnson. I just wanted you to know I spoke with my partners, and we're a 'go' if you are."

"Hey, that's great! We'll start to carve out the details. Can I get back to you in the next day or two?"

"Absolutely. And, by the way, my controller tells me your CFO, Christine Rohnmann, called and asked him for our financials. I thought that was a little premature and wondered why she didn't come to me for that information."

Dylan heard a brief silence before Art responded. "Oh-sorry about that. I don't know what Christine was thinking. I'll be sure to mention to her that in the future she should use better judgment."

"Thanks. I appreciate that, and I'll look forward to talking with you again soon."

He released the call just as Rich Linderman came in and approached him. "Dylan, I don't think I mentioned it, but I did say something to Rob about Christine's call. He was the only person here on Friday night, but he seemed to be in a hurry and I don't think he paid much attention to me. And I was a little frazzled by the call."

Dylan thought for a moment and then asked, "How did Rob respond?"

"Basically, he waved me off. Said he had some place to go. Something about meeting a filly, if that makes any sense. Maybe he had a hot date."

"Thanks, Rich. Let's just keep this to ourselves. I don't want too many people knowing about this acquisition until it's finalized."

Rich gave him a thumbs-up sign and nodded, leaving the room as quietly as he had arrived.