Chapter 8 - THE CONTRACT INSIDE THE CONTRACT
The discovery came from a footnote.
Dana had asked me to review the investment agreement again, this time comparing every reference against the original loan documents.
Most clauses were ordinary.
Others were aggressive but legal.
Then I found an attachment labeled Schedule K.
It concerned default remedies.
If Bianchi Maritime failed to meet a liquidity threshold, Crane's investment vehicle would receive an option to acquire certain shipping assets at a predetermined price.
The price was absurdly low.
I called Dana.
She read the clause.
Then read it again.
“This isn't merely an investment agreement.”
“What is it?”
“A distressed acquisition structure.”
I frowned.
“In English?”
She pointed at the page.
“Crane could use the company's own financial crisis to gain control of its most valuable assets.”
I looked at the dates.
The liquidity threshold was scheduled to be tested before the first investment payment cleared.
I stared.
“So Aurelio could lose the ships even if Crane never provided the money?”
“Potentially, depending on enforceability and the other provisions.”
I felt cold.
The missing money had created the crisis.
The crisis had forced Aurelio toward Crane.
And the agreement would have transferred control of the business.
It wasn't a rescue.
It was a trap.
I looked at Dana.
“We need to tell him.”
May you like
She nodded.
“Immediately.”
