Chapter 3: The Term Sheet
I didn’t go home that night. I slept on the couch in Ruth’s office under a coat that smelled like her cat.
At six in the morning, she shook me awake with coffee and a laptop.
“Halvern’s term sheet,” she said. “Marcus forwarded it to Wren on Thursday to show us he was serious. He didn’t read page nine.”
I read page nine. Then I read it again.
The plan was simple, the way the cruelest things usually are.
Halvern would lend Marcus forty million dollars to buy out Wren Holdings. The loan was secured by his shares in the company, his salary and, in a footnote, our house. If Bright Harbor missed a single quarterly target in the first two years, Halvern could call the loan and take the shares.
“He’d lose the company in eighteen months,” I said.
“Less. Halvern set the targets. Nobody hits those targets.” Ruth tapped a line. “And look who negotiated them on Bright Harbor’s side.”
T. Vaughn, Chief Brand Officer.
Tessa had come to Bright Harbor eleven months ago with glowing references and a new idea for every quarter. She’d moved into the office next to Marcus’s. Then into his Friday lunches. Then, apparently, into our house.
She’d never been in love with my husband. She’d been in love with my stores.
“She’s using him,” I said.
“She’s using his ego,” Ruth said. “Marcus wants to own the company outright so badly that he’ll sign anything that gets rid of Mr. Wren. Wren is the one person who ever had power over him, and he hates that.”
I thought about every Christmas card Marcus had read aloud at the breakfast table. The old man says keep it up. How he’d smiled, and then how his jaw had tightened when he put the card down.
I’d thought I was giving him freedom. I had only given him someone to resent.
“What happens to the employees under Halvern?” I asked.
“Their model? They close the bottom third of the stores, sell the real estate and fold the rest into a chain they already own.” Ruth shrugged. “Twelve hundred people out of work in the first year, if their last three deals are any guide.”
Twelve hundred people. The cashier at the Elm Street store who’d been there since opening day. The butcher in Akron who sent Lily a birthday card every year.
“Does Marcus know any of this?” I asked. “About Halvern’s other deals?”
“I’d bet he read the headlines and skipped the details. He’s never been a details man.” Ruth gave me a look. “That was always your job.”
It was. For twenty years I’d read the fine print on our mortgage, our insurance, the kids’ school forms. I’d read his contracts at the kitchen table when he left them lying around, and quietly told Ruth which clauses Wren should push back on.
He’d never noticed that, either.
“Can we stop it?”
“Wren can refuse to sell. That’s the easy part.” Ruth leaned back. “But there’s a board vote coming. Marcus wants approval to take on the Halvern debt. If the board approves it, he can use the loan to make Wren an offer the other shareholders will pressure us to take. Bylaws.”
“When is the vote?”
“Two weeks from Tuesday. We have time to…”
Her phone buzzed on the desk.
She glanced at it, frowned, and picked it up. I watched her face as she read. I’d known Ruth for thirty years. I’d seen her get news of a divorce, a cancer scare, a jury verdict.
I’d never seen her go pale.
“What?” I said.
She turned the phone around so I could read the email from the company’s corporate secretary.
Per the CEO’s request, the Bright Harbor board meeting has been moved to Monday, 8:00 a.m. Agenda: approval of financing agreement with Halvern Partners. Attached: executed term sheet.
“Executed,” I said. “That means…”
“It means he signed it last night.” Ruth set down the phone. “While you were sitting in the parking garage, your husband was signing away your house.”
