Babs Ch. 04

"Adam, I want to talk about what has been going on between us lately." Sally McCord looked serious, even more so than usual.

Oh boy. One of those talks. I tried to look serious too. "Me too. We need to get things out in the open again."

She licked her lips. "I got super defensive about how all this stuff with Barbara and Robert made me feel. I was ashamed of what happened with my first husband, and ashamed of being turned on by you bulling Barbara now, and just ashamed in general. I got all defensive and weird. I know I told you to go ahead with it, then tried to put it all off on you and bottle it up. I'm sorry!"

"Forgiven. I was only mad that you cut off the open communications we had, not about you being conflicted about all this. Hell, I am highly conflicted about all this."

"If we were not conflicted it would worry me more!"

"So, what should we do?"

She looked pensive. "Let's first come up with all the things we could do. A brainstorming session?

"Yeah, I went to one of those seminars too. Okay. No evaluation or judgment yet. Let's just list our options. But first, I need to bring you up to date on a few things."

I went through Barbara's new demand to have Robert there every Tuesday night, and threat to expose our little dalliance, and Christine McLette's plan to avoid it. She listened but fidgeted while she did. Then she began to tick things off on her fingers.

"One, you could just tell Babs it's over, no more Tuesday nights. Maybe she won't go public. Two, you could just keep doing her until a sale goes through. Three, you could get somebody else to do her and get a video, like Barlow said. Four, you could execute Christine's plan."

The essence of brainstorming was not to evaluate anything, yet. Just collect the ideas and let one idea spark another, no matter how off the wall they sounded at first. I got into the spirit.

"How about we secretly make a video and then put it on a hot wife website for everyone to see. Call Barbara's bluff before she can do anything."

Sally gulped but did not instantly evaluate and reject. She used to put on these brainstorming seminars. She built on my idea, "Or you just tell Barbara and Robert you want to make a video like that, get it all out in the open. They may recoil so strongly that you know Babs was bluffing."

Fair point. I couldn't come up with anything else, but Sally was rolling.

"Or we tell her I want to be there to watch Robert in action, or we want to place and ad for more bulls to do her, or we tell her we want her to go dogging at a truck stop on the highway, or...."

Sally was out of breath. Was this like some Rorschach test that revealed her psychology as much as it generated potential solutions? She seemed to shake herself and got quieter. "Time to evaluate, now, Adam?"

"Let's talk about one specific thing first. I thought you were getting really turned on by the prospect of being there in person to watch me with Babs, and then watch Robert with Babs afterward. Then later, you shut it down and looked disgusted. How do you really feel about that?"

She sighed, and then looked sad again. "I freaked myself out, Adam! I was turned on, in a very nasty and spinal way. Then I was ashamed because I was so sad and guilty about my first husband. I realized I was thinking of this as a disease, rather than a choice someone could make. When you told me that Robert was grateful to you, having the best time ever, he now knew how to please Barbara, loved Barbara more than ever, and that Barbara was now considering staying with him long term, I was paralyzed with fear. I asked myself if I should have accommodated my husband's desires. I would do almost anything for him, but I only thought this was a disease, not a way to please him. Maybe he wouldn't have died of cancer if I had made him happier?"

She just sobbed, and I held her. What the hell did you say to that? I did my best.

"I don't think your sex life with him would have had any influence on him developing cancer. But now it is about you and me, and we should be honest about what turns you on. Does it mean that it turns you on to see Robert do what he does to Babs, or that you want a bull, too?

She sniffled. "It does turn me on to think about it, but its more about Robert being so open about his kinky desires and still wanting to please Barbara. Maybe she is handling this whole thing better than I did. The only bull I want is you. But to be totally honest, it lights me up to think of watching you doing Barbara and making her serve you and making her husband watch. It's like a dirty pleasure that I can excuse myself for because Robert likes it. It might turn me on even more in person than it does to just think about it."

I hugged her. "One of my favorite things in the world is a turned on and crazy wet Sally McCord. You are invited to come watch anytime you want to, and even to tell me what you want to see me do to Babs and Robert to get you hot!"

She looked scared and confused. Then she really hit me with the big stuff. "How could you still love me when you know how perverse I am?"

Luckily, I answered without thinking. "That ship has sailed, Sally. I love you and I can't take that back. It's a done deal. If you wanted me to dress up funny or play a pirate or any of that of stuff, I would do it without any hesitation. This is a little more intense than that, but the same principle applies. What do you really want?"

She took a big breath. "Long term, I want to stay with you, and make sure we both keep our careers on track. Short term, I want to keep the situation under control until you can sell the company and get a big payday from the options, then leave Barbara and Robert in the rear view mirror."

I just looked at her for a minute. "That's what proper and practical Senior VP Sally McCord wants, and I agree. But what does after work, relaxed, and wet pussy Sally McCord want?"

She got that wild look in her eyes again.

"I want to use Barbara and Robert to get me hot for a while, and then drop them like a bad habit!"

Okay! Nothing like clear goals to work towards. "Does that mean you want to be there in person to see them?"

"Yes, and I also want to tell them what to do! And maybe do a few things too." Again, with the wild look. Buttoned down Sally was getting unbuttoned.

"Another big question. Do you want to get married?"

She looked totally shocked then drew a deep breath. "You always surprise me, Adam. I am not big on marriage, especially right now. I want to be with you, but I don't want to ever have children, so marriage is moot."

That made me a lot sadder than the situation with Babs did. A phrase ran through my head: it is what it is. Trite, but apt. Another thought: how much is Sally like Babs and how much am I like Robert? There but for the grace of God go I? Perhaps I can avoid that troubling idea by getting all practical.

"So, we try to maintain the status quo for as long as Babs will hold off on her threats, but have you there to watch?"

She sighed again. "Let's hold off on that until Barbara demands that Robert be there again, and when she does, we say I have to be there too? Maybe it will break her momentum." She sighed again.

"One more thing Adam. You are a young guy, and you should want to have children. That won't be with me. I will understand of you want to find a younger woman and get married and have kids. If that happens, I will be happy to be either just your old friend or your mistress. Your choice."

Wow. "I'll always love you, Sally." She cried on my shoulder. I tried to change the subject.

How would Babs and Robert react to Sally McCord joining us on Tuesday nights? I couldn't guess. Their marriage was too modern for me.

"Okay, then I will busy myself moving forward by preparing for a potential acquisition, and we'll deal with Babs when we have to."

I pulled out some of my b school stuff and read a few recent pubs. We had just completed an audit of our books by a national accounting firm, a process we have had in place for several years, at the insistence of our founder when he stepped down as CEO and moved on to another startup. That would stand us in good stead now.

I authorized our valuation consultant to discretely whisper in a few ears of corporate acquisition types and took a meeting with our auditors to ask about what we should do to prepare. We were committed now. One of the key points from the articles I read was not to get so caught up in the acquisition process that you failed to stay on top of day to day and quarter to quarter management issues.

I tapped my CFO, who I had much greater confidence in lately, and told him what was in play, and that I was going to add him to the improved stock option plan. I asked him to do a de novo financial analysis of our company from the viewpoint of a potential acquirer, to help me anticipate what the key valuation points would be, and what negotiation issues might be raised. I asked Sally McCord to do the same thing from an HR perspective.

When I told the VP of Engineering what was afoot, I asked him to do a technology review from an acquirer's perspective, and to try to anticipate our SWOT analysis as an outsider would see it. He looked surprisingly thoughtful, then nodded yes and headed for his office.

Robert's DEFI deal was going smoothly. We had shipped their first big order, and their systems dutifully reported to us when the first lot of parts went into their products. Four weeks from now, we would have our biggest monthly sales number ever. Our competitor was threating a lawsuit instead of figuring out how they left themselves so vulnerable in the first place, so I knew they were toast in DEFI's eyes. I dashed off a memo to Robert suggesting he go over their other customers with a fine tooth comb and see it there were any he could pick off.

Friday night I took Sally out to her favorite spot, a venerable sushi fusion place that was always booked up weeks ahead and cost me at least $300 for a meal. But it proved to be worth it, both for the smile it put on her face, and the information from a phone call she shared.

"I took a call from Mac McDonald, the president of our national society for HR directors, Adam, but it was not about me, it was about you."

"I don't think I have ever met him."

"I am sure you haven't. But he is a very senior guy at a very big conglomerate, which means he is plugged in to their acquisition process. He was calling me to get the 'local take' on your company, which has come to their attention."

I had read about his company in a few business mags, but they had never been in any field related to our market segment, at least that I knew of. "Did you tell him about our relationship?"

She smiled. "Only that I knew you from church, but not how intimately. He asked about your standing in the community and if I would make an introduction. I told him I would."

When we got to her place, she smiled suggestively. "But speaking of our relationship, I want to tell you some of my ideas for Barbara and Robert, so I can see...."

She dropped to her knees in front of me, and gently rubbed my cock through my pants. "... see how you react. What turns you off and what turns you on."

I smiled down at her. "What if my reaction differs from yours?"

She got that look on her face that I can't decide if I like or not. "We do what turns me on, even if it doesn't do anything for you! That is, if you really want a wet and wild Sally."

I did. There was nothing she outlined that I could not tolerate, at least begrudgingly, and a few things that I reacted quite favorably too. So much so that Sally knew exactly what got to me, and she smiled. I recognized that smile. It meant "I've got your number, Adam, and I know exactly which buttons to push."

If Robert and Babs reacted as Sally predicted, when we resumed the Tuesday sessions, they would be quite spectacular. I hoped we could keep them private, because I guess I was committed to Sally's strategy, in addition to trying to sell the company. At least Tuesdays might help me burn off my stress and relax.

Monday was busy, but completely routine. Things were going well enough to make me feel uneasy. Tuesday morning the CFO had nothing but good numbers for me, including a preliminary analysis of not only what a valuation consultant would come up with as a cash price for a purely financial acquirer, but also a set of potential 'strategic acquirors' that would pay more because of synergies with their existing markets or strategies. He also came up with some contingent valuation ideas based on an article in one of the accounting journals. Such after the fact payments and contingencies were trendy with the M&A people, and he thought of a way to take advantage of it. He outlined several potential variable terms the surviving company might suggest, and where our future performance might be much better than the estimates that they would likely use to benchmark their offer. If we would put more weight on these items, it might magnify our eventual compensation. If his forecasts were correct, we might do a lot better than 25% more than the 'normal' valuation, and my options value and bonus would almost double. If it all came to pass, I would have to buy him a Rolex, or a Tesla, or something.

I was feeling good, and when I emerged from his office, Robert cornered me in the hallway. I made him wait to speak until we could go into my office and close the door.

"I've got three proposals working with the competitive customers that we might turn ala DEFI. One wants to wait until DEFI can tell him we have performed as promised for 90 days, but the other two seem to have pain that can't wait that long!"

"That's very promising, Robert. But we have some even shorter term things to work out. Did Barbara talk to you about the conversation I had with her?"

"She told me that we might need to cool it on Tuesday nights for a while, and that you would tell me why."

I did. He was obviously pleased at the options plan, and the potential payoff for his girls. But then he looked thoughtful. "But I will get very impatient, and I don't handle that kind of frustration well at all." His self-knowledge was impressive, and that gave me hope.

"I have some ideas about how to motivate you, Robert. Our VP of Engineering gave me a list of companies that he says are 'on our technology roadmap' and might have some great technical synergies with us. Take the list, research who their customers are, and try to find companies that they should be selling to and go after some of those prospects that we could sell to. If you can make a deal, even on a trial basis with two of these, I can promise some Tuesdays you will never forget!"

He took the list like it was the keys to the kingdom, scanning it immediately. The next time I looked at his search history, it showed he was burning the midnight oil and researching the new prospects. Very promising.

Wednesday I was scheduled to have an early dinner with Sally and then stay over at her place. She called about an hour before I was ready to leave the office.

"Change of plans, Adam. Can you meet me at the restaurant in the Driskill downtown at 7 instead?"

"What's up?"

"I am picking up Mac MacDonald at the airport, and then he is buying us dinner. I think he wants to take your measure and report to his acquisition committee."

I had begun my own research on MacDonald's firm. They had been on a recent buying spree, and apparently wanted to enter several new markets. Perhaps ours too? Sally explained he was a major player at his company, joining as a young VP when it was only in the Inc. 100, and rising in stature as it grew into the Fortune 100. He must make my stock option dreams seem like nickel and dime stuff. They had made a few acquisitions that were near our markets, and they also appeared on the VP Engineering's 'technology roadmap', in that several of our core patents were blocking one of their obvious paths to a new market. Maybe I had some leverage here after all.

MacDonald turned out to look like I hope to when I reached his age: fit, styled salt and pepper hair, immaculately dressed, and alert and active eyes. He greeted Sally warmly with a stylized hug.

"How's my favorite HR director? Adam, I have tried to hire her ten times to take my job so I can retire, but she won't move to the east coast." That was something I had never heard before. Sally made the formal introductions and there was an interlude of the normal business small talk about pending tax legislation, Chinese markets and currency dynamics, and growth forecasts. He did not order any alcohol, so neither did we. After we ordered food, he leaned forward and began speaking in a guarded voice.

"I won't beat around the bush, Adam. I am here to try to buy your company, and quickly." He waited for me to respond. I paused a beat and reviewed my strategy in my head.

"We are always open to discussions, Mac, but I have some very independent directors with a very optimistic view as to valuation."

"No need to dance, Adam, we have a figure in mind that we believe will convince you that we are serious, and I am sure it is well in excess of what your valuation consultants have come up with. Your earnings, under our PE ratio, would raise our expected stock price a lot more than we will have to pay to get you onboard, but time is of the essence."

The conversation went on for some time, and despite the disclaimer about dancing, no dollar figure was ever put on the table. After I concluded that it was not going to happen tonight, I decided to take a risk on my own.

"Mac, in the spirit of not dancing around, my board has already given me a number that they will accept on a cash for assets basis. They are content to take that money and run. But I think the company will prove to be worth a lot more than that going forward a few years. Maybe we can construct some sort of hybrid structure that cashes out those stockholders that want out, but lets the others stay on board for what they perceive as greater value in the future?"

He looked thoughtful. "I'm not an accountant, and I think our people favor a purchase of stock arrangement, so I will have to talk to them about why. May I infer that the outside directors and your original founder favor a cash sale now, and you think you can get more later?"

"Yes, and our sales, engineering and finance VP's all think things will be better soon. They have stock options that would be valuable even in a cash sale now, though."

He paused and looked at Sally, apparently thinking hard and fast.

"Adam, would it be rude of me to ask you to let me talk to Sally alone for a few minutes?"

Wow, what was going on here? "Not at all. I'm going to wash my hands and come back in ten minutes."

About the time I pushed through the bathroom doors, my phone rang. It was Sally. When I picked up, I realized that she had her speaker off, the microphone on, and the phone was still in her purse. I could her them talking at the table, if a little muffled.

"Just what is the nature of your relationship with Adam, if I may ask?"

"We met at church, but we have been sleeping together ever since."

"He is even luckier than I thought, and smart to want you. I sure did, even when we were both married to someone else."

"But we never acted on it, even after your got divorced and my husband died, did we? I value you as a friend, but Adam is much more than that."

"Can you be objective about his performance as a CEO?"

"I don't know their business all that well, but I can tell you three other local startups that would hire him in a heartbeat at more than his current salary if he were to become available. "

"Would the other key employees stay on board after a purchase?"

"If Adam stayed on, and they didn't get screwed on their options. I'm sure your accounting people know how to tie them up and roll them forward so the key employees are trapped in your huge, convoluted, and overly restrictive golden handcuffs option plan for years. I think they would leave if that happened. I know Adam would."