Chapter 3 - THE AMENDMENT
The next morning, Sarah sat in the office of Rebecca Sloan, independent counsel to the Carter Family Continuity Trust.
Rebecca was forty-two, controlled, and visibly irritated that Sarah had learned about the issue from Nathan instead of the trust.
She placed three documents on the table.
The first was the original trust schedule.
Luke Carter branch representative during incapacity or inability to communicate:
Margaret Carter.
The second was an amendment signed two months earlier.
New representative:
Sarah Carter.
Alternate:
Rebecca Sloan.
The third was a handwritten instruction from Luke.
If I am missing, incapacitated, or otherwise unable to communicate, Sarah has authority to protect my branch and Emily’s interest. No material company transaction should be approved without independent valuation of the Riverport terminal and full disclosure of related guarantees.
Sarah read it twice.
“What is Riverport?”
Rebecca leaned back.
“Carter Logistics’ main distribution terminal.”
“And why did Luke care?”
“Because the company is in trouble.”
That was the first Sarah had heard of it.
Carter Logistics Holdings employed 186 people across three states.
Revenue looked healthy from the outside.
Inside, debt had become dangerous.
A failed expansion.
Higher fuel costs.
Two lost contracts.
A floating-rate credit facility that reset badly.
Total company debt:
approximately $14.6 million.
A lender covenant was due in nine days.
Nathan, the CEO, had negotiated a rescue transaction with Easton Capital.
Easton would inject liquidity and acquire the Riverport terminal in a sale-leaseback.
Company management called it survival.
Luke called it surrender.
Rebecca slid over the proposed term sheet.
Sale price for Riverport:
$10.5 million.
Independent desktop estimate obtained by Luke before deployment:
between $13.4 and $14.7 million.
Sarah looked up.
“So they want to sell the company’s most important property for less than it may be worth.”
Rebecca nodded.
“And the vote?”
“Requires seventy percent approval.”
Voting interests were:
Margaret: 27%.
Nathan: 29%.
Luke’s branch: 24%.
Employee ownership trust: 20%.
Margaret and Nathan together had 56%.
Employee trustees had indicated they would vote no unless job protections improved.
That left Luke’s 24%.
Sarah understood.
“If Margaret votes Luke’s shares, the deal passes.”
“Yes.”
“And if I vote them?”
“You decide.”
Sarah stared at Luke’s amendment.
Then Rebecca added:
“Margaret submitted paperwork yesterday claiming the old representative designation was still operative.”
Sarah looked up sharply.
“Yesterday?”
“The same day she learned Luke was missing.”
The grief in Sarah’s chest shifted.
May you like
Not gone.
Organized.
