About the Host
Ryan is an entrepreneur, podcast host of the show Life After Business and the co-owner of Solidity Financial. Having personally experienced the hazards of selling a business, he joined up with his friend Brandon Wood to educate others on the process. Through their business (Solidity Financial), they provide a platform for entrepreneurs called Growth and Exit Planning that helps in exit planning, value building and financial management.
About the Guest
Mark Jordan, VERCOR Managing Principal, brings a unique, multi-disciplined approach to VERCOR by drawing on his advanced tax strategies, estate and financial markets knowledge. He holds an MBA from Baylor University and BS in Business Administration from the University of Arkansas as well as numerous designations.
Mark began his career providing business succession and estate planning. Through this experience, he observed a void in services available to middle market business owners who wanted to exit their businesses. Mark created unique processes and systems to enhance the probability of a profitable sale for these owners. The company grew into VERCOR, a middle market mergers and acquisitions firm with 5 offices in the US. Mark has also started, acquired and sold a number of businesses including a real estate acquisition and management company focused on office buildings in Atlanta and investment properties in Florida.
Mark is the author of Selling your Business the Easy Way, Driving Business Value in an Uncertain Economy and co-author of Selling Your Business: A Practical Guide to Getting it Done Right.
If you listen, you will learn:
- Mark’s decision to work in the middle market.
- The broad scope of investment banking services.
- The 3 tiers of the investment banking market.
- A breakdown of Mark’s team’s process during a sale.
- Why value drivers are important to the process.
- When to hire an investment banker to sell your business.
- The standard costs you can expect from the banking tiers.
- How Mark manages seller expectations.
- The bait and switch problem in the market.
- Why hire an investment banker.
- The importance of shopping around.
- More about Mark’s sale process.
- The biggest mistakes business owners do during their sales process.
- Why LOIs (Letters of Intent) mean nothing.
- The importance of being prepared for due diligence.
- Why M&A attorneys are essential to the process.
Full Transcript
Announcer: Welcome to Life After Business, the podcast where your host, Ryan Tansom, brings you all the information you need to exit your company and explore what life can be like on the other side.
Ryan Tansom: Hey there and welcome back to the Life After Business podcast. This is episode 99. Today's guest's name is Mark Jordan. Mark Jordan has been an investment banker for many decades. He started in the business in the eighties and has a ton of experience that he's willing to bring on the show today. Honestly, this has been one of my favorite ones I've done in a long time because I think there's so much confusion out in the marketplace on what is it an investment banker, what are the different types, how they get paid, what's the difference between an investment banker and a business broker? What's the process? Is it worth it to hire them? Should you pay the fee? All these different things that are all over the place, Mark and I roll up our sleeves and we walked through every one of those topics so you can walk away with complete clarity on all of the different things that you need to ask to hire the investment banker, the process going in eyes wide open, and then ideally so you can start working on all these things today so you can maximize the value of your company, maximize your outcome and get what you want. So I really hope you enjoy this episode with Mark. It is a ton of information that is valuable to almost everybody in the process and as an entrepreneur, it's all the stuff that I wish I would've known ahead of time. So without further ado, I really hope you enjoy this interview with Mark.
Announcer: This episode of Life After Business is sponsored by GEXP Collaborative. Their proven process gives you clarity on all of your exit options and how those options impact your financial success, timing and future happiness. Sell your company on your time frame to the buyer of your choice at the price you want.
Ryan Tansom: Mark, how you doing today?
Mark Jordan: Great, Ryan.
Ryan Tansom: I'm looking forward to having you on the show. I have uh I've met lots of investment bankers over the years and we have not actually had one on the show that is able to walk us through the entire process, which I know after sitting down and talking to you and, you know, going back through the history and where all the different things that you've gone through, I figured, you know what, this is an awesome time to sit down and let's go from the start and how do we select an investment banker? All the ins and outs because I think there's a whole lot of confusion from the entrepreneur's perspective – maybe not from advisors – but the roles of investment bankers versus brokers, how people get paid, when they should be hired, what questions they should ask. So before we dive into it, let's, uh, let's give the listeners who don't know who, you are, a little bit of a backdrop and you've been doing this for a long time. So give us maybe a little bit of the intro on how you got into investment banking because I think that's an important part of your background and your perspective.
Mark Jordan: Yeah, absolutely. And I and I love by the way Ryan what you guys are doing just to bring focus and clarity to sort of cut through the noise out there in the marketplace because it is so confusing for business owners and I think that confusion is a big part of what led me to where I am today. Years ago when I first finished graduate school, I was actually on the other side of the table in the sense of working in business succession planning, but it was more internal planning and keeping businesses in families. And as time marched on. I saw this huge void in the marketplace, particularly the middle market, which I'm sure we'll talk more later on about the different segments of the market, but I saw this big void that there were these large firms out there that served the stuff you read about in the Wall Street Journal. And then there was a lot serving the small businesses, but just not a lot in the middle market particularly that served it in a way that brought a unified process and system and perseverance and passion to the process. And so that led me after graduate school and years of doing really more internal succession planning to create what ultimately became our core.
Ryan Tansom: Well, and I think it's interesting, too, because it's you, you know, you and I had talked about the fact that you were doing in the quote unquote succession as the estate planning, the tax planning, all the internal stuff. And so you have an interesting perspective that that data has also options in the overall realm of exits, but you decided to go the route of the investment banking, which I think is, is very needed in finding the right people that are out there. So, you know, what's your definition of the investment banker, what role do they play? And let's kind of get some of the table stakes of like the size of companies and uh, you know, where the, where the investment banker actually plays in the process.
Mark Jordan: Yeah, that's… it's interesting because you start off with one of the most confusing things of all and that's just the term investment banking, you know, what does that even mean? Because it means so many different things to so many different people and I think it's confusing because it does encompass a very broad framework. It encompasses things like IPO, corporate finance, debt financing, mergers and acquisitions advisory, so many different things and ultimately in the world that we operate in investment banking,really it's a segment of that and that segment is mergers and acquisitions advisory services, which essentially means this: You've got really three groups of people that have three different objectives. One group is I want to sell my company completely and I'm done with it. I'm tired of pushing the ball up the hill. I'm ready to move on and do something else. So that's an outright sale.
Mark Jordan: Then you have the other group, which is, you know, I'm, I'm excited about continuing to do what I'm doing, what I'm doing now. Uh, I'm not burnout. I have a lot of passion, but I want to take some chips off the table. I want to diversify, uh, I want to diversify my portfolio, so that's what we call a private equity recap where they're really selling part of their company and then they keep part of it, and then the third group are those that are looking to acquire a company. So those are the three broad groups that really encompass what's what we call M&A advisory, which is really a subset of investment banking. And then within that you really have three types of investment bankers or M&A advisors in the marketplace, which I've already alluded to a minute ago, but basically the three segments, let's, let's bookend them with segment number one is what we'll call the main street segment. That's the segment that's the neighborhood dry cleaner drugstore. Let's call that businesses that let's say would be under $5 million of transaction value. All right? That's typically someone who's looking to buy a job. So that's one end. The other end of the spectrum is what you read about in the Wall Street Journal. That's the large transaction space. Well, let's call that 200 million in transaction value and above. All right? And then you have all this stuff in the middle, which is really, he would get many different answers if you asked people to define it, but let's call it that five to 10 million on the low side. That's the very low side. Five to 10, it's actually kind of a gray area. But say for sure the 10, $250 million, $200, million size is what we'll call the middle market. And then that's further divided into what was referred to as the lower middle market and the upper. And the lower middle market is generally 10 to $15,000,000 in transaction value. So that, that really kind of lays out the different segments of, of people that do what we did.
Ryan Tansom: Well, I think it's awesome and a foundation that is super necessary because a lot of people don't know that and they don't know who they're sitting in front of. And you know, even for some clarification, too, because you know, I think a lot of owners and when you're talking to enterprise value, I mean a $5 million dollar company could be a million dollars in EBITDA times five. So that puts you at that 5 million bucks. So you know, these numbers are what you're selling for and going to market for, correct?
Mark Jordan: That's exactly right. Yes. That's what were the actual transaction value. So that's ultimately what the, what the person would put it in their pocket at closing. And you're right, so that if you wanted to translate that to an EBITDA number that earnings before interest, taxes, depreciation, amortization, you know, the middle market generally starts with a $2 million EBITDA number and up.
Ryan Tansom: Well, and it's so interesting, Mark, I was at this conference and you know, there's an investment banker and there was a PE firm and a couple other people and they're talking about this stuff and they throw up this sheet about where everybody plays and you know, most of the people in there are probably 5 million in revenue, you know, five to 10 million in revenue so you start to run these numbers and you're going, I'm not even sitting in front of the right person at all.
Mark Jordan: That's right. That's right. That's right. It's, it's. And it's… The thing a lot of people don't realize is that there's actually three distinct processes to this that go into deploying how you get the job done in the main street market. It's really much more akin to, let's call it a real estate transaction or real estate process. And it's not bad or good. They're just different. You know what real estate agents, the ones that generally do really well, they have a lot of listings and they rely on a co-brokerage network to actually sell the listing. They're usually not selling their own listing, so it's a really high volume kind of, you know, process that's the main street. The large transaction process, when you think about it, there's not a lot of companies that can acquire Time Warner, right? There's usually only a small universe and it's much more of a financial engineering process that goes into it. You can imagine the complexity of these multibillion dollar transactions, but the stuff in the middle market, it's really much more of a marketing methodology. The financials aren't that complicated, so it's really about how do you reach out into the appropriate segments, the appropriate universe, if you will, to find the right candidates who will have the right strategic fit. So it's a much more marketing-oriented process in the middle market
Ryan Tansom: I'd say, and that's a great way to put it in articulate it because I, you know, I've a lot of people go, what's my business worth? And so well, your business is worth what someone's willing to pay for it. And that means it's more of an art, not a science. It's not just some number that your CPA spits out on a bunch of spreadsheets, which is a great benchmark, but it's not necessarily what someone's gonna pay for it.
Mark Jordan: Oh, and you're so right in that. I mean, you guys know this because of the, the great work you guys do in helping business owners get prepared and to really bring focus into their planning. But you know, we know what all the, all the value drivers are out there and there's 20 plus value drivers that buyers looking at. And what's interesting is when business owners, you know, particularly in conversations they'll have with one another about, oh, what's your company worth? What's mine worth? They read an article, they went to a seminar. It's not just a simple matter of multiple of earnings. It's things like what's your customer concentration like? What's your trajectory like? You have good second line management. There's all these other variables so that go into really establishing what the value is.
Ryan Tansom: Well, and let, let's, let's go and actually peel that apart because I think you touched on it and I, and I want to really actually dive into it from your perspective because of how you guys go and have the conversations you're having and so maybe we're jumping ahead of the process, but I think because you brought it up, is… maybe kind of give us some stories or an example, Mark, where like, cause you have to go and you're, you're representing the seller so you're going in there and trying to sell it. Actually let's not, let's not drive it, but let's make sure we come back to the value drivers because I think that's towards the conversation that you're gonna end up having with the potential buyers. But before we do that, maybe let's start with the process that you guys go through because you know, the value drivers is something that you're having to pitch and you're going to have to explain that stuff at some point. But maybe let's go back to what is the process that you normally go through and in order to get that company ready and actually bring it to market.
Mark Jordan: Well actually, you know, the value drivers, you brought it up actually at an appropriate spot because it's one of the early things we do because step number one in our process before we ever even consider engaging- signing an engagement with a client is we do what we call a market value assessment. It's a gratis assessment that we do to determine what's a realistic value the company will bring in the marketplace. It's not a full blown valuation or appraisal. We could certainly do that. Those are very expensive. You don't, you don't need that. Uh, what we do is a very condensed version. Uh, it's something that we have gather information from the client. We're going to get some historical financial information, some customer concentration information, some, some, some appropriate quantitative analytical information that we're going to get. But the second piece we're going to get is what is what we were just talking about.
Mark Jordan: We're gonna, we have a value driver worksheet and we have the client or the prospective client complete and they grade themselves on all these different value drivers so that we have a picture of where they're at. Because here's the thing, Ryan, you know this is that business… prospective buyers, they're not looking for perfect company so they really don't exist. They're fine with, with challenges and opportunities because that's something that they can bring to the table to leverage and then make the company better. So step one is determining what's a realistic value range for the company in the marketplace today. And then secondly, it's then having a calibrating conversation with the prospective client to make sure that's within a range that they would be comfortable with. Now, we don't share that. We, we don't share that with perspective buyers, ever. That's just an internal calibrating conversation and then once that's done, it's engagement agreement signing and next step is the fact finding.
Mark Jordan: So we do a lot of fact finding. More quantitative information, more qualitative so that we can prepare a deal book, or a confidential information memorandum as they're often referred to, a blind summary and some other corresponding documents that we ultimately then use to go out into the marketplace, which is the next step, which is the marketing phase. And one of the things that we do to really add fuel to that part of the process is we look at it really through several different marketing quadrants. We look at quadrants… one quadrant is who would be a buyer that would view our clients as a new market with an existing product or service because that's a synergistic fit that might get us more value. The second quadrant we look at is who's a buyer that will look at our client as a new product in an existing market.
Mark Jordan: There's additional synergy that can be achieved there, and then the third quadrant is existing products and existing markets. That's the obvious low-hanging fruit competitors, if you will, in the marketplace. And then the last quadrant is what we would consider the private equity quadrant, which is, there's not really any synergy there, but there's, you know, a long-term opportunity for the private equity group to bring strategic and sort of professional value to the situation. So that that marketing phase is really the part where we're reaching out. We're exchanging information or screening buyers ultimately landing on a small subset who we get letters of intent from and then ultimately select the best letter of intent and moved to due diligence and ultimately closing.
Ryan Tansom: So, and I love the, the synopsis on those steps. Now I want to actually kinda peel those apart a little bit so that way the listeners can really get an under the hood look at this because, you know, even though… let's kind of maybe, Mark, go back to step one and, you know, when you're talking about the value drivers and why these are important, why learning them are important because you know, how I've worded it in our presentation or in other interviews is the value drivers are essentially the opposite of the risk factors for the client. Or for the buyer. Right. And so it's like how transferable is your profit stream to someone else? So how, you know when you're doing that, you know, you know, explained to us like, you know, why, how, why, how and why is it so important to know those before the buyers come in because… and explain where you guys end up using those factors and those responses throughout the process.
Mark Jordan: Yeah. Well it's, it, it, it comes down to one thing and that is simple self-awareness. I mean the more self-aware a business owner is of who their company really is today. What does it really look like to an outside person, right? It's, it's hard because it's kinda like your child, it's, you know, people ask me about my children, I see them through a lens that's different than someone else would see them through. So having that outside party to really help you see through the lens, kind of take the rose colored glasses off and look at it with reality. Once you're self aware, then you have an opportunity to make improvements and make changes, right? So you understand the value drivers, now you see exactly where you grade along the spectrum, then you know where you can really focus your energy on making improvements on those and then…
Ryan Tansom: And sorry to interrupt, Mark, but like some of those value drivers, you know, I'm sure with all of the ridiculous amounts of deals that you've done, you know, some of those you can't fix and being aware of them is better than the not being aware of them. Right. But some of them are going to be quick clean outs versus some of the ones that, you know, might take years, you know, I don't know if you kind of get a couple of examples on how you handle or a couple of examples of one of those, each of those buckets?
Mark Jordan: Absolutely. Yes. So we've got in fact those value drivers are broken up into internal and external value drivers. So you're right, the external ones you can't do anything about, for example, barriers to entry. That's a great example. Uh, you know, there's not a lot you can do about that in your overall marketplace. There's either high barriers or low barriers to entry, being aware of that helps you understand what you can and can't control as you go to market with your company, so that means a buyer who is going, who is looking for a deal that has high barriers to entry, there's really, there's not a lot that's going to come of that because that's not something we can change within your company, but I'll tell you a great example of an internal driver that is oftentimes missing and in middle market companies is second good strong second line management and that is something that you can change in relatively short order. I mean it's not, it's not easy, but you know, it takes time and a process. But good second line management, I'll tell you another great internal variable that you can change pretty quickly are strong standard operating procedures there. The more stuff you have to systematize, it's back to the point you made a minute ago. It's more transferable. So anything that you make more transferable is gonna have more value to a prospective buyer down the road.
Ryan Tansom: So as you're going and doing these value drivers, settlements and everything like that, you know how like I think there's a lot of timing, misconceptions too that gone like when should I hire an investment banker? What's the, what's the process of picking one and then how do people price them? Because I know, I know I don't want to get too far down the pricing, but maybe this is a good time for it, but you know, some people charge a retainer or some people don't. And the how, the, how does that all fit into actually engaging?
Mark Jordan: That's a very important topic. Let's tackle the timing and then the compensation piece second. So the timing part, you know, you'd get different answers on this, but here's what we tell people. If you're, if you want to be completely finished with your company, so you want to have a transaction and you want to be completely done, you better get you better be started about three years in advance of when you want to be out because it's not that uncommon that a deal will close and the buyer, excuse me, the seller will have some sort of transitional commitment. Now, if it's a huge company buying your company and you have a company with great second line management and great systems and then it's a lot more likely. But if you look a lot more like a lot of you know, lower middle market companies look, not a lot of second line management, the systems aren't particularly robust, you may have a transitional period of time. You're probably going to have a transitional period of time of one to two years that is needed before you're really completely done. So that that would be the longest period of time. So you need to start the process now if you want to be out three years from now. On the other hand, if you're saying, you know what? I want to do more. We talked about earlier, a private equity recap where you really sell part of your company and you stay on. Then the process to get a deal done, Ryan, as you know, is typically 12 months. That's a pretty good rule of thumb to take. So if you want to see or experience a liquidity event, then you better launch the process a year before you want to see that liquidity event happen.
Mark Jordan: And then moving to the second part of your question about compensation, which ties to selecting an investment banker, then you better start the selecting of the investment banker process, you know, several months before you're really ready to launch a deal and have that launch date where you're a year out. Then when you start looking at the different kinds of, of M&A advisors or investment bankers out there, and you'll see a couple of different broad compensation schedules, um, I said within the different segments. So the main street segment you're going to see generally a very, very small front end fee, maybe a few grand maybe. And you have generally the performance fees that are paid when the deal closes are all over the map in the main street marketplace. Very different, though, as I said earlier, there's not a whole lot of front end work that needs to be done, but in the middle market…
Ryan Tansom: Sorry to interrupt. Just on the main street just to make a range for people. Like, I mean, you can be anywhere between five to 12 percent.
Mark Jordan: Oh, I think, yeah, five would be unbelievably low.
Ryan Tansom: That would be like a friend knocking on doors for you.
Mark Jordan: Yeah, that's right. It's a friend doing you a favor, you. It's very common to see those in the 10 percent a performance fee range in the, uh, main street marketplace. Uh, and again, that can change a lot depending on, you know, how, how aggressive that firm is trying to be and bring it on deals. But that's a pretty good range to think about. Uh, in, in the middle market, you're going to have front-end fees, commitment fees, retainer fees, whatever you want to call them that are going to be higher than three or four or five grand. They're all over the map. I would say a pretty good range is somewhere in the 15 to $20,000 on the low side, up to 40 to 50 on the high side, depending on the complexity of the deal, depending on how big the deal is.
Mark Jordan: Kind of that's a, that's a big range, but those fees are really primarily there to make sure that the M&A for him was to make sure that they have a buyer that's really committed. They're not getting rich off of those front end fees, needless to say, uh, or at least generally speaking.
Ryan Tansom: And it's your tie or your or the investment banker's time to really see how, what kind of hot mess are you dealing with or how clean it is.
Mark Jordan: Exactly right. And there's a lot of front end work that goes into it. There's the deal book, the blind summary, we prepare a very robust deal room, an encrypted deal room, that has documents in it for exchange of information. So you want to make sure the client's committed and make sure that everything's sort of set up and position to launch a program. In the beginning, so you get front-end fees at or somewhere like that and then those are credited deducted from, if you will, the back-end performance fee. And the back-end performance fees, that's our payday. That's what we're really in it for. And those again are all over the map. Sometimes they're are tiered in many different ways, but if you take a formula fee of five percent of the first 10 million and then two to two and a half percent of everything above that, you can slice it in many different ways and have very different tiers, but if you total that number up, you're going to end up somewhere in that range. Generally speaking. So if you lined up, you know, let's say 100 M&A firms on a $20,000,000 deal on the fee schedule I just gave you, that would be somewhere between call it seven and $800,000 back-end fee. If, if you calculate it with that sort of five and two or five and three percent formula, you could come to that seven or 800,000 different formulas. But it's going to end up somewhere in that range on a $20,000,000 transaction. Now the higher the deal gets when it gets up to 50, 80, 100 million, the percentages go down significantly as you start getting up into the higher valuation range. But just as a kind of a quick sort of perspective, a $20,000,000 deal would look something like that. And then you minus from that, you deduct from that, whatever the front end fee that was paid.
Ryan Tansom: Well. And this is probably a good segue too, because a couple of things I want to is I'm thinking back in my old perspective when I was sitting at the table, is one is holy shit, that's a lot of money. I should do it myself. And then the other one is, um, so I want to address what your thoughts are on that and the risks of not going with an investment banker versus going with an investment banker. But before we do that, um, I want to circle back to what you were talking about in the timing. And I completely agree with you on the three years and how often do you have it happen, Mark, and I know a lot of investment bankers do and I've seen the owners do it to where they call you when they want out in three months and how to like how do they. So the person that wants out this year, what are they actually dealing with and how do you actually handle those calls?
Mark Jordan: Yeah, you're right. That is what we get. The vast majority of the time is they're ready to take action now. And certainly, you know, in an ideal world what we wish is that they had taken steps long before that to position their company better and to make it much more appealing and much more presentable and, and to have the value enhanced well in advance of that. So the answer, what we do, depends on what their objective is, what we try to be very objective driven, not agenda driven. And so if it's a buyer or a seller that wants to be out now because he is just tired of pushing the ball up the hill and he didn't want to push it up any further or he may see some external variables on the horizon that he's concerned about.
Mark Jordan: Any number of personal variables like that. What we have to work with, Ryan is whatever it is at that particular point in time. And we, we, you know, we, we help them understand the picture today and here are the strengths and growth areas and here are the weaknesses and here's how this is gonna impact the deal. And that's just something they have to accept. Right? Ideally though what's happened is it's been years before that and they'd go, you know what I see in the future, this is something I'm going to want to do in a few years. So what can I do today to position my company to achieve maximum value down the road?
Ryan Tansom: I think that that pretty much answers what I was kinda thinking. And I gotta imagine your hardest part of your job in every investment banker or broker out there is, okay, so yes, I am tired. The industry is taking a shit and I do want to do something else, but I still want full value for it.
Mark Jordan: Oh, man. Ryan, you got it. That is the, the number one challenge is calibrating expectations because you're exactly right. It's like, you know, and not only full value but full value plus plus plus because they read an article somewhere and someone got a multiple or worse than that, they took a phone call from someone, oh my gosh, that just happens all the time. And this someone said, oh we're, we're paying x and they're, all they're doing is using a bait and switch pulley and that's not really realistic. So we have to really drive hard and we're… One of the things that we really focus on at Vercor is setting and managing expectations. We're just simply not willing to tell people what they want to hear and then have them be disappointed at some point down the road. So there's a lot of tension that we have to manage when it comes to that point right there.
Ryan Tansom: Yeah. And I think that bait and switch comment that you made is as a nice dovetail back into the value of having someone in the middle of, of you and selling. Um, and uh, maybe let's get, let's get your bait and switch definition and an example because I think that's happening a lot right now.
Mark Jordan: It is happening a lot and it's been happening for a long time and in, in, in, in the simplest way to, to the simplest example that give you as people. Someone calls you on the phone and they say… generally what they say is we're representing someone who's looking to buy and it's nuance. They'll say a company like yours, they won't necessarily say your specific company. And the client, the seller, the business owner gets excited. Oh really? Yeah. And they go, well, what kind of value looking at, because I'm not really looking to sell unless it's a home run. And the person goes, well, you know, they, they, it's not uncommon for them to pay multiples of, you know, six to 10 times, to which the business owner goes, that's exciting. And the person goes, great, now let me send you the information we need and look, we can… I wrote a whole book about this. It's about all the mistakes that were already made at that point in time. But then they start sending them information and then here's what I call the, here's what happens, what I like to refer to as the death of a thousand paper cuts over the next three, four, five months. They get the business owner gets warm down with information requests. And then finally what happens if the buyer says, oh, you know what? We've discovered this thing here or that thing there, now we can't pay you that value, it's going to be x, which is, you know, 50 percent less than they were expecting. And now the business owner falls victim to, well, I've invested so much time, I hate to see it not happen. And that that's basically the most common they switch example.
Ryan Tansom: Yeah. And in which is, yeah, and I've, I've, I've got a stomach ache of when that happened to us multiple times and you know, it, it's um, it because by the time you're mentally gone, like you can't sell and continue to run your company and do all this stuff when all of a sudden like, yeah, I got a multimillion dollar payday and like, wait a second, totally distracted, numbers decrease and you weren't ready. Um, but you know, the, the other reason that I've been seeing this, there's so many private equity firms and non-deployed capital and dry powder that's sitting on the sidelines where people have to spend this, but so they're, they're, they're essentially distracting these owners all over the place. And I think this is going to go back to, you know, the role that the investment banker plays and how you guys go to market to pay for your fee is that these people want to avoid going through that because they can get a good deal. And I interviewed this gentleman, Ryan Moran last week and he, he articulated it wonderfully. He said that as owners, you think that they have the prize, which is the check when the reality is you have the prize, which is the cash flow. So you know, I think these owners need to realize that they have the thing that everybody wants. So if you flip the power dynamic, you should be able to get what you want if you go through the right process.
Mark Jordan: You're right. And I think what happens so many times is business owners, they, there's a couple of misnomers out there and one is they think they're hiring an investment banker to get them more money and you know what? That's likely going to happen, but the reality is the big thing they're hiring them for that's what you just alluded to a minute ago, and that's managing a process because the process starts from the very first time your phone rings, right? And so an investment banker knows how to manage the process. They understand the obstacles, the pitfalls, the opportunities, where to push, when not to push. I mean the list is endless and that's really what you're hiring an investment banker for is to manage the process the right way. And the byproduct of that is likely a higher value, but also another byproduct of that is getting the deal done because when you don't know how to manage the process, oftentimes you just don't get the deal done and that's the other byproducts is giving you that. And then thirdly, when you just talked about a minute ago, it's a massive distraction if you don't have an M&A advisor managing the process for it's a massive distraction. So they manage the process. You as a business owner, keep running your company. That's where the win is.
Ryan Tansom: So how I agree with you, but I'm going to give you the probably the perception that most listeners have as well. I was at a trade show and I know this guy or gal or this supplier and they already made me an offer. So like, you know, I've already got the processes, I already know them and you know, let's just, we're just going to get the deal done and I don't have to pay you guys.
Mark Jordan: Yup. No, that's good. That's great. I think it was the third or fourth chapter I think in in my book I wrote years ago, Selling Your Business the Easy Way, was negotiating with one buyer at the time. One of the biggest mistakes people make because here's the problem. That sounds great. They're gonna provide an offer and it sounds good and it's wonderful. That's fantastic, but what you don't know is what the marketplace would really pay for your business. What if it was 30 percent more, 20 percent more? What if it was a better structured deal for the same value? There's all these things you don't know because you only dealt with one buyer, so the idea is to have multiple parties at the table at the same time. Then you know you're getting maximum value. You'd know you're getting a build, a structure the best way and you've maximized that likelihood of getting it closed, but you're right. That is a very common response that we, that we encounter.
Ryan Tansom: I just liken it to, you know, someone knocks on your house and says, Hey, I'll buy your house and if you haven't listed it and you don't know what the, if the market's hot, not hot, what do people want? And then how are you, how you, you mean you might get the deal done but you have zero idea how much you left on the table or if it's the right buyer, et cetera. So we'll make a mark. Let's go into like how do you take it to market? Because I think there's also a lot of people out there that just hire an M&A advisory friend who knows people in the industry or knows connections or something like that, you know, versus someone that only has a small Rolodex or a big Rolodex or just PE firms or strategic buyers… like you know, what is the definition of, you know, in the real estate it's putting your house on the market in the main street, it's, you know, they throw it on their website and they've got listings for the sub 10 million. How does your process or any other process like that work and what should people, what questions should people be asking about the investment bankers' process?
Mark Jordan: Yeah, and in the middle market it is a fairly inefficient process at, in the market as a whole. So when the large transaction space, like we talked about, there's only a few buyers. So as a result, the buyer will likely be in your Rolodex, right? The, uh, acquiring Time Warner, that buyer was in the Rolodex. It wasn't some big mystery. The small universe of people. In the middle market, I mean there are hundreds of prospective that the likelihood that the buyer for any individual deal is going to be in the M&A advisor's Rolodex, it's not that high… unless you're really niche driven. I mean, let's, let's take for example, just someone that focuses on the it space. Think how broad that is. I mean there's so many subsets of that. There's application development. There's IT services or staffing. There's cybersecurity. The list is endless.
Mark Jordan: So unless you're really refined into a deep niche, it's not unlikely the buyer is going to be on your Rolodex. So, which is one of your question is so important and I think that's what business owners have to ask is how do you go about marketing a deal. And first, it's a tremendous amount of research using sort of that grid approach, uh, that I've talked about earlier. And really it just comes from the old business school days of the soft marketing matrix. That's all it really is. But it's intentional and I think you find the vast majority of m and a firms, what they're looking to do is just go after one quadrant that the low hanging fruit, the obvious people will figure that out. We want to spread out into the additional quadrants of potential strategic buyers that aren't in the Rolodex. And that requires us good old fashioned research man. Just really digging deep, building an outreach set of contacts who fit, you know, good fit, good strategic, synergistic, uh, of acquisition and then contacting them. And you know, what's interesting, acquisitive-oriented companies, they love to hear from investment bankers because that's how they get a good half of their deals is from investment bankers in the marketplace so that, that, that research and marketing outreach is really key. It's not just going after the obvious low hanging fruit and making 10 or 15, you know, obvious calls.
Ryan Tansom: Well, and let's dive into like what happens when you actually are, how you're doing that. Because like let's say you got a few hundred that you've done all this research of this one company. There might be the strategics, there might be the different geographical locations, there might be the different products and services and competitors. So explain how, what, what the CIM is because there's a lot, I can't believe how many people don't know what that is and, and how that integrates into your marketing approach and what the buyers are actually reading and why, what, what's important to them.
Mark Jordan: First thing they get actually, even before they get the CIM or the confidential information memorandum or deal book as it's sometimes called as well, is the first thing they get is a blind summary or an executive summary. So we assemble a little one pager that has enough information to communicate the value proposition, to communicate the opportunity, but not denoting or disclosing who the company actually is because people have to get something before they're going to sign a non-disclosure agreement. So the first thing they get from us-
Ryan Tansom: What is, what's on that blind summary?
Mark Jordan: So the blind summary is going to have some summary, financial information, revenue cogs, uh, expenses, EBITDA number, very summary though, very, very concise. Last three, four years, last three years, maybe trailing 12 months, it's going to have broad location like northeast, or, uh, southeast, not the city or state generally because that would give away who the company is. It's going to have a, a historical brief narrative, maybe a paragraph or two. And then it's going to, there's going to be a narrative about the service or product offering of the company. And then whatever the larger value proposition of the company as well, that's the kind of things are going to find on the, on the executive summary. And people get that. Then they say, Oh, I'm interested, or I'm not interested. Then they sign the buyer signs a nondisclosure agreement at that point in time and once that signed, that's when they get the CIM or the confidential information memorandum. That deal book has very, it's, you know, it can vary a lot from anywhere from 10 or 15 pages to 30 or 40 depending on the kind of deal and the complexity of the deal, but imagine that is a document that has usually it's a deck in a deck format that they kind of evolve over time as to what buyers are interested in seeing. But that's going to have operations, history, more more in depth financial information, management, marketing. It's going to hit all the key functions of the company. So the, the buyer now has a clear, clearer picture at least of what the opportunity is. That's after a nondisclosure agreement has been signed.
Ryan Tansom: Well and it. And what I love about that, and, and I'd love your feedback or your thoughts because like, I went through that process and you just kinda go, oh, we should have been running our company like this a long time ago. [Mark interjects: That's exactly right, man.]. In there, you're, you're, you're, you're pitching your company, right? I mean, and I think that's why a lot of these startups that are raising money, they always have their exit strategy in the pitch book because people want their money back. But a lot of the entrepreneurs, they, they never really thought about it, so they'd never really thought from the end in mind. But how does that… Because it isn't the CIM… I mean, it's the value driver, right?
Mark Jordan: It is, that's exactly right. It's the value driver. It's, it's basically pulling up in front of your house, and what's the first thing people see? You know, that's the deal book is the first thing they see. And it is. It's, it's unfortunate that business owners haven't spent more time in advance preparing, painting their house, right? Replacing some of the dry wry and, you know, doing some of those kinds of things, figuratively speaking, of course, to get there your business positioned, uh, you know, in the best possible way.
Ryan Tansom: So what are, you know as that CIM goes, well, maybe what's, what is the quantity of outreach people should be expecting and how many. So how many, uh, how many people got outreached, how many NDAs, how many CIMs, and then let's pick it back up, which is, I'm assuming due diligence or something like that. After that.
Mark Jordan: Yeah. And, and how many deal books are gonna go out. A lot of times it's gonna depend on the deal. Let's compare and contrast. Let's say you have a technology company with a strong monthly recurring revenues train. Okay. That, that's going to one that's going to be in, you know, very high demand. You might have a 50 to 70 deal books go out. We've seen more than that. But I think that's a, that wouldn't be uncommon at all. Certainly you would have, you know, probably 35 or 40 is on the low end, up to 60 or 70 on the high end deal books go out. There's a lot. Now let's, let's contrast that with a company… Let's take a construction company that had some purely project based, no recurring revenue, no anything, just purely eat what you kill, you know, it's seasonal flows. A typical company like that, you know, you might have of 15 to 20 deal books go out and, and of course there's outliers, but I think that's a pretty good perspective to, you know, to get. When you think about how many books would go out.
Ryan Tansom: It's interesting. Mark, too, I'm assuming the quantity of deal books that go out also represent the value or the multiple of EBITDA people get.
Mark Jordan: Oh absolutely. No question about that. Those things, those are definitely, definitely directly correlated for sure. And once they, once they, um, what's the deal books go out. The next step after that is this, this process of information exchange, depending on how enthusiastic the buyer is. So we have this deal room online that's set up and populated, I referenced earlier, so we give people access to certain parts of that depending on their enthusiasm and how we view them as a quality buyer. At some point though, we're going to get to the next step, which is going to be a conference call with the client, not a plant visit, a face- to-face, but a conference call with the buyers want to get face-to-face as soon as possible. But that's not something that we let happen early in the process. The conference call, we're only going to let that happen when we've had some understanding from the buyer as to how they view value.
Mark Jordan: So if their perspective on value is vastly different than what we're expecting, then we're not even going to get to that step. But as we narrow down the funnel from the deal book. So if there's, you know, 40 deal books that go out, you know there's going to be a good half of those that are have significant interest and now that half that has significant interest, there's probably going to be half of that. So maybe somewhere between eight to 10 that we would end up doing conference calls with where their client and those are generally an hour, hour-and-a-half long were they get to ask some key high-level gating questions to the client in a conference call format. And then subsequent to that is more information exchanged. And then then we get to the letter of intent, term sheet, whatever you know descriptive phrase you want to use, but we're going to at that point get term sheets and letters of intent or some, some, refined communication of how they're viewing the value of the company.
Mark Jordan: Uh, then it's plant visit time. We're going to select now from that group into a much smaller group and there's going to be somewhere from three to five plant visits on a typical deal. There could be more than that, but typical deal three to five plant visits. Then it's time for final letters of intent and then we negotiate all of those letters of intent at the same time. And then ultimately select one buyer and then you move into the part that's not so fun for the client, the due diligence phase, you know what that's like, Ryan, uh, and that's, uh, that's the, I liken it to a root canal without Novocaine, but it's got to go through the process to get paid. I mean, you just have to be first and one's gonna wire you at 20 million dollar, 30 million dollar check, they have to dig into, uh, you know, your records and that's a 90 day process due diligence, you know, everyone tells you they're going to get it done in 45 or 60 days. But that's rare. It's usually 90 days from signing of letter of intent until you get to closing.
Ryan Tansom: So, um, I, I really appreciate you clearly walking through your process because that's how it should go. And that's how everybody should do it. My, here's just a little joke because here's what happens. People go to a trade show, they say, sure, let's do this. They say, here's the information, can you send it over the, the, the potential seller sends all the information, all the financials. They got no leverage. They got no control and they're immediately sitting without anything like you said, like even having the conference call of having you say, what is the, what is their definition of value so you're not just giving away your financials and all of your negotiation chips. It'd be like trying to play poker with showing your hand immediately.
Mark Jordan: That's right. And you know, the, the, uh, business owners, they make, the very first mistake they make is even engaging in the phone call or the conference when were answer really should be, let me connect you with my advisor and he'll be happy to talk to you because the minute they say yes to anything, answer any questions, do anything, in fact, even the phone call, they've already opened themselves up to a breach of confidentiality because you know, you know the game and how quickly word can spread. So that's another big part that business owners oftentimes shoot themselves in the foot by taking that phone call and not having an advisor is the minute they do that, now someone knows they're potentially interested in selling their company and that person on the other end is not bound by confidentiality. They can share that with anyone.
Ryan Tansom: So the LOI, I think there's a lot of gray area and how people handle it where they see it in the process. I've seen a lot of people say, well I've got an LOI and they think the deal is done. And then you had mentioned the fact that you have two different steps of the LOI. So what is your definition and like in maybe even elaborate Mark on what you mean by terms because I don't think a lot of people realize that $20,000,000, $20,000,000. There's a lot of terms and conditions that come with it.
Mark Jordan: Yeah, that's right. And um, yeah, it's funny because I wish I had a nickel for every time someone said, "Oh, I had an LOI for X, I could have sold my company for that." And I'm thinking, no, that doesn't mean anything. But you basically… there's three main phrases or abbreviation you'll here, IOI for indication of interest, the LOI for a letter of intent or letter of interest and then term sheet. Those are the three main ones that you hear most often. Then we use those terms kind of loosely throughout the process because early, the early phases of what I'll call the LOI, it's oftentimes not even an LOI.
Mark Jordan: It can be something as simple as an email outlining here's sort of our initial thinking because the buyer, oftentimes, doesn't want to invest a tremendous amount of forward energy and time if they don't feel like they're at least in the broad ballpark as well. So sometimes it's just an early, you know, it can be an email, it can even be a phone discussion where someone's outlining it. We just have to get some perspective to understand how they're viewing value to determine is it really worth keeping them engaged in the process. But when the time comes, which is can't- get, like I said earlier, it can be before planned visit or after a plant visit. Just depending on the situation. There's a formal document that generally is anywhere from two to five pages long. That list, there's really two broad types. One type is very specific.
Mark Jordan: It goes into reps and warranties, indemnification, all kinds of stuff. Then the other type is much broader. It just says we expect to negotiate definitive purchase agreements that are going to have all these various items in them and that's the more common one and that that letter of intent doesn't bind or obligate them buyer to anything except confidentiality. The seller is typically bound by exclusivity, meaning during that 90 day timeframe, they can't talk to any other prospective buyers. Now that basically provides the energy or the fuel to ultimately move to the purchase agreements and the definitive purchase agreements which encompassed the actual asset or a stock purchase agreement. Employment agreements, non-compete agreements, all those documents. Those are the ultimate things that until those are signed and money's wired, you don't have a deal. The letter of intent is just a framework for saying, this is what we both are working toward. Now, let's see if we can get there.
Ryan Tansom: Mhm. And the due diligence. All those documents that you had talked about, I mean, that's, that's this, the seller trying to say, okay, is this actually what I'm talking about? Is this like does the president have a non-compete or not? Right. I mean it's like it's do the suppliers and the vendors have agreements? I mean it's, it's because if they're gonna pay 20 million bucks, what's the risk with that? Right. I mean, so how have you, what are some of the biggest mistakes that people have as you, as you go or maybe mistakes or eye openers that they have as they go through that due diligence and how does that reflect the terms and conditions and price?
Mark Jordan: Yeah, and I think the, the biggest thing is organization, you know, there's the more organized the business owner is with their um, um, you know, sort of material that they have. And this is back to the comments. So sort of a theme throughout here that we see oftentimes is getting business owners prepared in advance. I mean, that's a huge, that's just so important. Well, this is one of the, probably the biggest thing business owners aren't prepared for is due diligence and in an ideal world there in advance, they've already gone through and had sort of a mock due diligence done and they have documents prepared. They're organized. That's in an ideal world that can happen in that, that can happen obviously with the right planning and preparation in advance done. Um, and so, so when they're organized, then it creates a sense of confidence in a sense of trust for the buyer.
Mark Jordan: The more disorganized, oh, I don't have this, I don't have that. Uh Oh, let me see if I can find that. It creates a sense of lack of confidence. That's all. And so I, I would say where it translates more to than value is getting the deal done. So if there are too many sort of nicks that the buyer, you know, let's put it this way, if there are too many emotional withdrawals that the buyer has to experience, then they start to get buyer's remorse. You know, like anyone would. So a more organized than together. These documents can be in advance. It's going to create more positive momentum. It's like a sporting event. And in some regards momentum is very important.
Ryan Tansom: Yeah, I mean it's all I can think of is it. So we sold one of our branches years ago. It was years before we sold, so that was a long time ago now. But like, Hey, can you give me D's employment contracts and your vendor or the Canon license agreement for Duluth and you're just like a file cabinet and that's because it's been 25 years.
Mark Jordan: Right. Yeah. Yeah. Or we have a handshake. We don't really, we just have a handshake back then. Not really a big deal. Yeah, no, you're exactly right.
Ryan Tansom: Um, so you know, as you look through that process done and what is the, you know, when you, when you're finalizing the terms and conditions, who has got to stay, you know, what maybe, what are some of the biggest terms and conditions that people should be aware of, you know, like, just to kind of contextualize that. So how long people know, whether it's the owner or other key executives, how long they stay or you know, what escrow the more different deal trade of structures. What are some of the things that people should be aware of that will be implicated, are impacted by the due diligence.
Mark Jordan: Yeah. Some of the, some of the things. First thinking of the sort of big picture of the purchase agreement, you know, the, the big part from a legal standpoint of the purchase agreement is a list of all these promises you're making. So you're making a lot of promises and they're all, they're all reasonable promises or promises that you should be comfortable making their everything ranging from, I promise that I own this company to I promise I haven't fraudulently provided you with information. I mean, they're, they're reasonable promises, but you make all these promises. Obviously the buyer wants to promises to be phrased in a way that benefits them and the seller, our client, we want it to be phrased in a way that's very refined. For example. Um, you know, I'd be happy to promise that, um, you know, I've always owned the company that's easy promised to make, I promise I would not be willing to make is there's never been an environmental spill of any kind in the history of this piece of property that's reasonable promise.
Mark Jordan: The buyer would love something that broad that they're not going to get that, but you can promise that that's not happened during your, on your watch while you've owned the property. Right? So it's finding that balance, the promises. And the second big part is what are the consequences if your promises turn out not to be accurate. So that's another big aspect is there have to be consequences and those consequences have obviously monetary value to them. So that, that leads then to how does the buyer go about collecting if any of those promises are broken in? One of the ways they do that is to have some sort of a hold back or escrow where they will take a portion of the deal and this is a negotiated point, some percentage of the deal, and they'll put it in escrow for some period of time. That's a negotiated point as well.
Mark Jordan: Maybe it's six months, maybe it's a year, uh, and that's, it's negotiated as to how long and the percentage and as long as all the promises are kept, then you get that money at the end. If some of the promises aren't kept and there's rules about how that money is distributed to the buyer. If those promises aren't kept. And then there's lots of little derivations combinations, things like, well you don't collect until the value of my broken promises reach a certain amount below that amount. It's kind of like a deductible. So there's a lot of different combinations and you know, and variances that come along with that.
Ryan Tansom: Well, and you know, I'm just going to put a plug in for all advisors out there because you know, my dad and I did a lot of this stuff on our own and I watch a lot of people do it. Um, I've seen it and you know, you might get, you get the, you get the, you know, the, the bait and switch or the bait and switch or whatever you want to. I'm screwing it up right now, but the get that, the term that goes… the number that goes out there and then you go through all this stuff and you can kind of see as you've articulated it so well, Mark, is that all the things that the people that you need on your team to be able to protect you from the people that do this all the time through due diligence know, minimizing the price. And then like that whole last purchase agreement is what people… when I've interviewed people after the fact or talk to people, it's they get totally screwed in this because they don't know. They don't have the right attorney that does M&A. They don't have a CPA or an investment banker that's protecting them from just accepting the first sheet that comes across.
Mark Jordan: That's right, and thank you because using an M&A attorney is so crucial. I can't just, the, you know, just regular attorney that used to I'm sure does a fine job for you, but it's a different art form doing legal work on an M&A deal versus just a standard contract if you will. It's a very different art form for that. So it is crucial.
Ryan Tansom: Yeah. This is not a master service agreement.
Mark Jordan: That's exactly right. You're right. And I think having a, you know, M&A advisor quarterback that process because as the business owner, they, you know, they have no idea what is reasonable and unreasonable and that's, that's a big part of what we're trying to do is to quantify what's reasonable, what's unreasonable and then make decisions accordingly.
Ryan Tansom: So as we're, we're kind of probably getting to the town of wrapping up here. Well, you know, Mark, we talked about a lot of stuff and I think it's one of the clearest ways of someone going through the process and we're the investment banker fits and everything. Is there. Is there one part of this that you want to like highlight and say, you know, this is one thing that you should take away or if there's something that maybe we missed that you want to leave our listeners with, what would it be?
Mark Jordan: Well, the biggest thing really would be prepared in advance. I mean, wherever you're at today, get prepared in advance. I mean even if you're not even thinking about selling your company for years, take some time now and just get prepared and organized and understand what your picture looks like, what your business looks like to a third party to someone that's not internal. I mean that's really the biggest thing. The more prepared you are, the better the process is going to be, the better the value's going to be. And then I think the second thing is, is even if you're not looking today to do something but don't be shy about interviewing some firms and find a firm that you can engage with now that can be a part of your team so that when you are ready to pull the trigger you have someone that's already come alongside you and, and ready to take action.
Ryan Tansom: Yeah. You know, it's building the relationships before, you know, the actual, the trench warfare starts.
Mark Jordan: Yeah, totally. Absolutely.
Ryan Tansom: And I think also Mark, I'd say to kind of finalize that is like, even if you're building relationships with multiple people in multiple firms, people's you know, in your industry, people jump ship and sweat shops a lot and everybody's resources are different and slash or workloads, right? If all of a sudden when we got to a point where like someone said, hey, we're doing three deals right now. And we, even though we knew him, they couldn't do it. [Mark interjects: Oh yeah. Yeah.] That's really understanding that like, you know, people shift around between different firms. If they might've been working with someone but also people's workload and there's a lot of activity going on right now, so you like let's say you and I had a good relationship for two years and all of a sudden you're doing three deals. You might actually not physically be able to take another one as well.
Mark Jordan: Yeah. Yeah. And you, you hope that that is particularly challenging when you're dealing with like a one office operation? Actually, this was kind of full circle to why I started Vercor to begin with years ago. It was also that in the middle market, it's hard to find firms that they share the same values that we do, but also have a national footprint. So and since we've got offices around the US., uh, it, it, it would be difficult, for example, for us to be at a spot where we didn't have capacity to take on deals. But that, that is a challenge when you're dealing with kind of a one office operation can be a challenge is not having the capacity for sure.
Ryan Tansom: Yeah. I think it's says build a relationships now and you know, go into it with eyes wide open. What's the best way for our listeners to get in touch with you?
Mark Jordan: Best way is email, of course, first. Mark at Vercor dot com, which is v e r c o r V like Victor, e r c o r dot com, sidebar Vercor is the name of a mountain range in Europe and when we started it, it was all built around where a guy, you know, it's kind of like we're taking you on a, on a mountain climb and we're going to do all the heavy lifting, but you know, you'd come along for the journey. So that's the sort of history behind that. But Mark at vercor dot com. My direct line, seven, seven, zero eight, five, one nine, nine, five two is also a great way to reach me as well.
Ryan Tansom: Mark, had a blast. Thanks for coming on the show.
Mark Jordan: Thanks Ryan for having me. It was great hanging out with you man.
Takeaways
Ryan Tansom: Well, if you're listening right now, you were able to survive that mountain of information and the fire hose of stuff that Mark was able to walk through and I hope you took away some of the biggest things is, and I don't even know if I have to repeat myself much here because prepare, know what you want, treat your company like you're going to sell it and realize what the investment bankers have to do in order to get us as entrepreneurs prepped. Because most of the time people walk in, I want to sell. They don't have any of that stuff ready. They have no idea and they we. We as entrepreneurs think that we can do a lot of stuff ourselves and just to realize that this is one of those things that is usually not very beneficial for us to just take and run by the seat of our pants because listen to the details all the way down to that purchase agreement. After the whole process is done, you can shoot yourself in the foot at almost every turn if you don't have someone there that understands what they're doing. So the more education, the more prep you do ahead of time, the more you put yourself in the driver's seat, and the higher probability it is that you get what you want. This is the huge plug for us. This is why I created Growth and Exit Planning with Jim and Brandon, and this is why we're doing what we're doing because to go in eyes wide open, going and per prep, we'll give you all the opportunities to come out with the best outcomes. So go on the GEXP Collaborative website, checkout our white papers, the ultimate guides. They're going to be coming out. Please rate me on iTunes and spread the word because this is going to be the biggest decision that you ever make and so prepping and educating yourself ahead of time is what we're here for. So until next week, I hope you have a good one.