Vivian was less impressed. She received the Northbridge draft that afternoon and found clauses she had never seen in an ordinary growth financing agreement. The proposal assigned extraordinary control over intellectual property, contained severe default provisions, and allowed the prospective investor to reduce staff and sell operating divisions quickly. A separate advisory arrangement appeared to provide unusually large payments to senior executives participating in the transaction. She asked outside counsel whether these provisions were typical, and the lawyer said several raised significant concerns that should be evaluated before anyone signed.
"But the cover sheet says three hundred and forty million dollars," Vivian told him, feeling foolish as soon as she spoke.
"A number on the cover sheet isn't money in the bank," he replied. "We have to examine when the funds are actually available, what collateral is required, and what obligations the company assumes in exchange." He pointed to language permitting major patent transfers at valuations set by the buyer after specified defaults. The price could be far below independently established value. Vivian stared at the paragraph, realizing she had nearly allowed the prestige of Elliot's announcement to stand in for the ordinary work of reading the agreement.
Graham obtained an approved copy of the draft through the board portal and took it directly to Patricia Hayes. The more carefully they read, the more disturbing it became. A portion of the advertised investment would not arrive until after a restructuring that transferred the company's core patents, while a large part of the initial cash would immediately satisfy claims held by affiliated creditors. A separate transition package contemplated layoffs affecting approximately sixty percent of employees if a specified sale plan were adopted. Elliot's exit compensation was projected to reach forty million dollars through consulting, transition, and change-of-control arrangements.
Patricia warned that some terms might be negotiable and others contingent, and that no one should describe a draft as a completed theft. But the pattern was unmistakably unfavorable to Vance Meridian's continued independence. A rescue that gave the investor most of the patents, paid affiliated creditors, and left the operating company with limited assets could amount to an orderly dismantling rather than a recovery. Graham felt sick when he recognized how neatly the provisions fit the strange consulting contracts he had approved. The company had been pleading poverty while someone prepared a transaction that appeared to reward the people responsible for its distress.
Outside, a small number of employees gathered near the loading entrance after their shifts. They had heard about Talia's termination, about the rumored capital injection, and about the possibility of mass layoffs. A software technician named Lena Park said her team had been working twelve-hour days to repair the clinical synchronization problem and had not received a single honest briefing from leadership. Another employee showed a screenshot of an internal memo promising that no layoffs were planned. Nobody believed it, but nobody knew what the real documents said either.
Mariah asked Celia Navarro to help arrange an urgent discussion with several hospital customers through their authorized legal and operational contacts. She did not describe confidential financing terms that were still being reviewed, but she wanted to understand what the hospitals would need if the company entered a controlled restructuring. The