Esther's Sling (17 page)

Gennady Masrov arrived in Dubai for the fourth time on January 31, 2011. The manager of the Armani Hotel, as he did with all of his VIP guests, came out of his office to welcome Masrov, bypassing check-in to escort the Russian directly to his suite. Masrov did not let Kara Livingston know he was coming to Dubai this time. He had too much work to accomplish.

His last visit had been in the first week of January and he had been true to his word. He had taken the British expat real estate broker to Boudoir. They had a fun evening, but Masrov had been preoccupied most of the night and Kara could sense it. They had spent the car ride to her house kissing in the back seat. Their Emirati driver was catching an occasional glimpse in the rear view mirror, enjoying the show and realizing why it was
that he liked to chauffeur Westerners around. This time Masrov had gone in to Kara’s home to share a final nightcap. But when the moment came, the Russian had stopped the British expat, insisting that the pair go slow and prompting an interrogation from Kara as to the status of Masrov’s personal life. She did not sleep with many men, but when she wanted to, men never refused her. This was something new and she did not like it. It made her feel old, even though the looks she received from men every day told her otherwise.

But Masrov had left her that night and she remained to contemplate the sexual rejection. He had a lot to do on the trip and his mind was focused on the following day when he would meet with the controlling Arab owner of a failing air cargo company. The meeting occurred over lunch at the Exchange Grill and the two men hit it off, the Arab’s English proving to be quite good. By the time they parted ways, the terms for an acquisition of the Arab man’s company by Swiss-Arab Air Cargo FZE had been agreed upon. A firm hand shake sealed the commitment on each side.

Now, almost a month following that lunch, Masrov was driven the short distance to the law offices of Heinrik Waddington. The Russian exited the elevator on the 4th floor of Exchange Building No. 5 in the Dubai International Financial Center. Masrov introduced himself to the attractive young Emirati woman behind the reception desk and was directed to a large corner conference room. He entered and was met by the associate who had first suggested that Masrov’s company purchase an existing air cargo carrier.

“Good morning, Stephen. Are we all ready?”

Stephen Hughes was a 27-year-old associate in his second year with the firm. He was learning aviation law from Abraham Sanjoors but his real interest was merger and acquisition law. His skills had come in handy for this small deal. He quickly rose to his feet. “Morning, Mister Masrov.” He extended his hand. The six foot four inch associate towered over the Russian.

“You look like hell. Did you sleep last night?” Masrov asked.

“A couple of hours.” It was the young associate’s duty to proofread all of the closing documents that were now spread out on the table in small, neatly aligned piles a few inches apart from each other. In front of each of the 49 piles, a yellow sticky note with the associate’s handwriting gave a brief description of each stack of paper. The stacks that required Masrov’s signature – which accounted for most of them – were noted with a hand-drawn star on the sticky note.

“I passed a lot of police on the streets coming over this morning. What is going on?”

Stephen Hughes grew tense immediately. “The Arab Spring.” The associate lifted up the front page of the morning’s issue of the
Financial Times.
It featured a photograph of Tahrir Square in Cairo with tens of thousands of people demanding the resignation of Hosni Mubarak underneath a headline that read “Countdown to Departure.” “The Sheik is nervous,” Hughes explained.

“Here in Dubai? That’s crazy.”

“I hope you’re right. But this is spreading through the Middle East like wildfire.”

Masrov waved his hand through the air in a dismissive gesture. “Ack. Not here my friend. Not here.” The Russian looked down at all the paperwork spread across the long confer
ence table. “Where is Abraham?”

“He will stop by soon.” Closing the acquisition of one company by another involved a small forest worth of paperwork and was the province of young associates like Hugh
es, not partners like Sanjoors.

“You sure you know what you are doing?”

“Yes, sir. Abraham has reviewed all of the documents. We are set. If you are ready, I can walk you through everything.”

“I read through the full set of documents you sent me last week. Anything change?”

“Yes.” Hughes went through the handful of final changes that had been negotiated between Abraham Sanjoors and the attorney representing the seller, who had hired another law firm. All of the changes were for minor legal or regulatory matters or were for the benefit of Masrov’s company. Sanjoors had recognized early on that the seller was desperate to close the sale – his business had been deteriorating rapidly as the Dubai economy fell on hard times. Sanjoors had even called Masrov two weeks earlier to tell him that he could re-negotiate and get a better price, but the Russian insisted that a deal was a deal and told his attorney to get the acquisition closed.

“All of this makes sense,” responded the Russian after he had heard the explanation of the handful of changes. “Let’s start signing.”

Signing the documentation took more than an hour. Eight original signature pages had to be signed for each document, which included 37 documents for the acquisition and another 12 documents that would be filed the next day with the Dubai Civil Aviation Authority and the International Civil Aviation Authority. Somewhere else in Dubai in a similar conference room, the seller was signing exact replicas of the same signature pages.

Masrov was down to his last handful of signature pages when Abraham Sanjoors walked into the conference room. “How are you, Gennady?”

“Well, it’s about time.” Masrov placed his pen down on the table and stood to shake hands with the senior attorney.

Sanjoors smiled broadly as he shook hands with his Russian client. “I left you in good hands.”

“That you did. That you did.” Masrov looked at Hughes and winked.

“Almost done?”

“I hope so. My hand is cramping up.”

“Yeah, I know it’s bad. I’m sorry that we need so much documentation. But look on the bright side, this deal is all equity financed. If we had a bank involved or a mezzanine lender, the documentation would be double or triple and this whole process would have taken another two or three months.”

Masrov shook his head. “It’s easier in Russia.”

Sanjoors did not respond. Instead he pulled a piece of paper from his pocket and sat down in front of a telephone that was on top of a side table. “Did you have any questions for me?”

“No. Stephen was able to answer all my questions.”

The partner turned to his associate. “We all done?”

Stephen Hughes paused for a moment as he watched Masrov sign the final page, which was the last of eight pages of a Resolution of the single owner of Swiss-Arab Air Cargo FZE authorizing the acquisition of all outstanding shares of the target company. Gennady Masrov finally signed his name for the last time that morning. Hughes looked at his boss and nodded.

Sanjoors dialed nine and then the number on the paper. He waited as the phone on the other end rang several times. “Hello
” came the response as the phone was picked up. Abraham Sanjoors spoke briefly with the attorney for the selling company. Each man confirmed that all of the required documentation had been signed by their clients and agreed to scan and email the signature pages of a few key documents to each other. Sanjoors then confirmed the amount of money to be wired from the bank account of Swiss-Arab Air Cargo FZE to the bank accounts of the four individuals who had owned the shares of the target company before this morning. The proceeds were not being divided equally. The man that Masrov had negotiated with in early January owned 78.6% of the outstanding shares. The rest was split approximately equally between three other owners. All of the selling shareholders were Emiratis.

A half hour later, as Masrov was finishing a cup of tea, Sanjoors walked back into the conference room. “Okay. We are ready to finish this. I have been talking to Mukhtar Al-Zubaidy at HSBC and they have all of the wire instructions and required documentation. All that is needed is a call from you to authorize.” The partner was talking to Masrov. “Last chance to back out. You ready to wire seven point eight five million dollars?”

“Yes, Abraham. Hand me the phone. Let’s finish this.”

Two hours later, a black Mercedes S600 pulled up to the door of one of the smaller hanger buildings
at Ras Al-Khaimah International Airport. Calling it an “International Airport” was far more ambitious than the facility was able to live up to. It features a single runway of 12,300 feet that runs from the northwest to the southeast. The lone runway doubles as a taxiway. The tarmac, at only 2,000 feet long by 750 feet wide, is tiny by the standards of a major airport. Along the eastern edge of the tarmac is a small passenger terminal building and a series of hangers used by various aviation companies. As of this day, the newest user was Swiss-Arab Air Cargo, FZE through its brand new wholly-owned subsidiary.

Over the next three hours Masrov was introduced as the new owner to the employees who were present. The company had a payroll with only five pilots, three mechanics
and another fourteen employees. Masrov was introduced by the prior owner, who said his farewell to each employee, promised to be available if anyone needed him and quickly drove off in the back of a green Land Rover.

Masrov told the assembled group the most important thing they wanted to hear: their jobs were safe. He went on to tell them of his plans to grow the company and told them that the days of being starved for cash were over. They would be very well capitalized. He introduced them to their new name and showed them the new company logo and the plans for a significant
Internet presence. He spoke of the many connections he had in Russia and the expectation that the company would see a meaningful share of the growing cargo traffic between Russia and the Middle East.

Finally, he told them that in order to support their expected growth, they would be adding planes, starting with two Ilyushin Il-76 cargo jets. If things went well and everyone worked hard, he assured them, there would be more Il-76 cargo planes added to the company’s fleet. Masrov shared his dream of operating the largest fleet of Il-76 aircraft outside of Russia and its former Republics. To properly manage the new growth and new planes they would be adding, he told them, a new Russian operations manager would soon be introduced to oversee all operations. He immediately reassured the current managers that this new employee would be an addition to the team, not a substitute for one of them. What Gennady Masrov did not share was that he expected to bring in many new employees who were trained professionals and could properly maintain and fly the growing fleet of
Ilyushins.

When he was done, the employees, who had been demoralized by the slow drip of failure under the prior ownership, were excited about the future for the first time in a very long time. The senior operations manager, a former East German who had been bouncing around the Middle East since the collapse of communism, walked up and shook his hand. The man spoke little English, but his Russian was quite good. He hoped that his language skills would endear him to his new boss. “On behalf of the entire team,” the East German expatriate said in Russian, “I welcome you as our new leader. We are very happy you are here.” Masrov received a standing ovation from the team.

On the same day that Gennady Masrov met his new employees in the UAE, Marc Leizman hanged up the phone in the small cubicle that was now his office. He had a feeling of great satisfaction. He was spending all of his time now living and working on Nevatim Air Base in the Negev, his home a room on the base that he shared with Hillel Meir during the week and had to himself during the weekends. His small cubicle was located inside one of the two hanger buildings that each housed one Ilyushin 76. The desktop was covered in manuals and work records and the walls were dirty, the grease and grime of an active hanger being impossible to clean. As per the standards established while he was in Jerusalem, Leizman had a secure phone and a secure computer that each connected to the outside world through the El Al network.

Leizman reached into his pocket and pulled out a key chain. He flipped through a half a dozen keys and wrapped his fingers around a security key that he used to open a box on his desk. The open box revealed a telephone that looked like a typical full function office phone. He lifted the handset. The encrypted telephone connected over the dedicated IDF intranet only to one place: Mount Olympus. He entered a six digit code that turned the unit on and a phone immediately rang at the operational headquarters of Project Block G. After a two minute wait, General David Schechter was handed the phone on the receiving end.

“Shalom, Mister Leizman,” answered the general.

“General?”

“Yes, it’s me.”

“Couldn’t recognize your voice, sorry.”

“It’s the encryption. Do you have an update for me?”

“Yes sir. I have made a deal to buy the simulator.” Leizman had been given the task to find and acquire a level D simulator for the Ilyushin to provide to the growing team of Israel Aerospace Industries engineers and software developers working at Nevatim. The search had been challenging.

“Where did you find it?”

“Azerbaijan Airlines commissioned one for their training center. It includes pilot, co-pilot and flight engineer stations, the main cockpit. But there is no navigator section.”

“What does Meir say about that?”

“He wishes we had it, but he is
still very happy that we were able to find what we did. He will work around it.”

“When do we get it?”

“I am arranging for FedEx Cargo to deliver it to Ben Gurion. Just about any cargo plane can fly it down from there. But first we need to sign a contract and wire two million dollars. It should be ready to pick-up in two weeks after they get the money.”

“Two weeks?”

“The simulator is in operation. This is a full flight simulator. It is mounted on hydraulic pistons and fully articulated.”

“How long to get the papers signed?”

“Minister Stein is already working on it. I don’t know the timing.”

“I will talk to him.” The cost of acquiring the simulator finally hit Schechter. “Two million dollars for a simulator? That’s expensive.”

“No sir. That would be reasonable. We will have to wire another two million dollars before they will let FedEx take it. It will take them six to twelve months to get this replaced. We had to pay up to compensate for the lost revenue.”

“Are you saying four million U.S. dollars?”

“Yes sir.”

There was silence for a few moments. The general silently smiled, grateful that none of this was coming out of his pocket. “Just get the simulator here as soon as you can.”

“Yes sir. Will do.”

“How is the rest of the project?”

“The internal mechanical work is on schedule. I’m not in the loop regarding everything IAI is working on with the avionics and electronics. You will need to talk to Hillel on that.”

“Okay. Shalom.”

“Shalom.”