Building Trust in Acquisitions with Dan Pollock

23:29I'm turning the keys over and I'm out. We want to optimize for valuation. Obviously the growth factor of the business contributes to it, but then the confidence in the go forward is going to be critical. Absolutely. If that's where they're at and they want to retire, there better be somebody else in the room and we're talking, that's going to be the go-to person, you know, if it's their number two and maybe he's not a shareholder in the business, but he's being incentivized somehow to prove the values there. So there's management future, anything else you look for? I mean, clientele is extremely important.

24:01Who are they working for? Are they working for clients that we think we can expand with, bring more capability, cross-sell to? Are they clients that we really want to be working with? You know, as I mentioned before, the electric utility power space is very important for us. How do you know? I'm not going to give you my customer list, dude. I'll tell you at the road. For sure. It's tough, but it's like, honestly, you'd be surprised what someone will tell you, especially if they're trying to like pump up their business a little bit, right? Like, yeah, I'm working for this guy and this, you know, these guys in the here, over here.

24:31But also like a lot of the time, especially in the public sector, that's public domain information. So I know who a contract with the Florida Department of Transportation, like I know I can go on their website and see. Speaking of another sourcing tool is you go scour the DOTs. He's winning all the work. Then you know who to go buy, right? But I like that. Yeah. Yeah. Obviously anything in the public domain where you can figure out who's working for who. Yeah. You're not going to get a client list immediately, but you can at least get that high level. Hey, I'm working for investor owned utilities.

25:01Okay, great. Those are great clients. I'm working for DOT. Great. That's great. I'm working for this other, maybe larger engineering firm or AEC firm. Great. Those are all really good clients. You got the conversation. Things look good. How do you get the deal to be actionable? Especially you think about somebody that's never thought about selling their business or like you described, it's, I'm not going to retire anytime soon. How do you turn it actionable? It's just my charm. Let's be real here. Do you convince people to sell? No. We've convinced people to sell to us, I guess, and for X price.

25:37But I don't think I've convinced anybody to sell their business. You can't just be convinced of that. You have to be thinking about that to an extent. I'm curious about this. It sounds like the goals of these early interactions is one, establish relationship and trust. Two, essentially to position yourself to be top of mind when the deal becomes actionable. For sure. And then there's probably some things of, like you said, if it's all these options, because I feel like anybody with common sense is going to want more than one option. if they're going to exit. So they may recruit the banker. Have you had that where you engage with them, it becomes actionable like a year later, but then they recruited a banker, but you already know the person.

26:17Now, even though they have the banker and they're running a bank process, are you still communicating with that company directly? Kind of. Kind of in that situation, like right now, a little bit, to be honest with you. Nothing would stop me. No, it's like, it's a fine line. And honestly, one of the business unit leaders in our organization is working with me on a deal like that. And he's the one that's kind of having the conversations behind the scenes. So no harm being done really at the end of the day. We've had situations where we've had conversations and we're probably on the verge of going down some type of process to get a deal done.

26:50They've hired an advisor, not necessarily a banker to go put this through an auction process, but an advisor just helped them through the process, which we're totally fine with. Honestly, it makes our jobs a little bit easier. That's a good situation typically, unless they want to come in and they just like, oh, you can get twice as much money or you can get a multiple. Like, okay, we've already established where we are. Like, don't get in the way of the deal. Like, help get the deal done. It was the relationship building, positioning yourself. So when the deal is actionable, you're ready to move on it.

27:18Ideally, you have established that rapport. Right. You know that because you want the deal more than others, you're going to get the deal. Going back to the question, like, have you convinced anyone to sell their business? Definitely nudged very hard. And again, I don't think we've convinced anybody. But I mean, we've had a lot of situations where you have a conversation with someone today and then in two years, you continue to kind of stay in front of them. And then two years, you get the deal done. It's no process. Sam was always the natural buyer for me. And it was just a timing thing. You read the sellers to know what their motivators are, what's driving them.

27:53You take them out for a beer. That's my technique. Take them out for a beer. Yeah. Yeah. Going back to what's the cadence, phone call, Teams meeting, whatever. The in-person meeting is so helpful for that. We'll share a little story about a deal we got done last year. And this is one where it nudged really hard for a long time. It's a good business down in the Southeast doing a lot of electric utility work. Fit really well, like plug and play into our organization and our business unit. But the owner was a relatively absentee owner. The business was just running. It was just cashflow for him. So I was like, why should I sell the business?

28:24And I was like, you know, there's got to be headaches somewhere for you somewhere. Like we'll pay a fair price. Do you really want to continue to deal with this? That took a visit, a couple visits. It took a meeting around his pool in his backyard. At the end of the day, I think it came down to, okay, I think what Dan and who's there with me is telling me is true. And I think they're being genuine and got the deal done. And six months later, I had the, you know, I had a conversation with him the other day and I hear things are going great. That was one situation where he really didn't transfer home because he was not in the business.

28:55We did put some type of like earn out scenario in more so to get the conviction that he really, you know, he really thought this level of revenue and everything could be maintained after he left. Yeah. That he's incentivized. And he's incentivized to make sure it works. Yep. I like how you dig into the pain. Like you got some headaches. There's probably like a software sales. It's like, what are the pain points? What are the pain points, right? Honestly, that's where you kind of go. again, being small business owners, it's like, I know you're dealing with HR. I know you're dealing with accounting.

29:23I know you're dealing with payroll. We can take all of that off your plate and go focus on generating revenue and building the business and your people. 25, 30 deals. First of all, let's break it down to how many are pure proprietary deals versus came inbound? I would say it's probably 70, 30. Okay. 70 % are outbound. You're hustling. That's That's great. Yeah. And 30 % similar. Buyer led, baby. Buyer led. I know you just coined it, but we've been pushing it for years. I'm not inventing anything. I'm just calling it out. I'm just calling it out. This is where the industry is going in the next 10 years.

29:57It's going to be more and more about proactively sourcing and executing deals. It's going to be more about tying it to strategy. We're calling where the ship is sailing towards. So out of the 70 % proprietary, how many of those end up just in general getting an advisor out of the 70 %? Probably one out of five. One out of five. one out of five, do they just help close a deal or do they turn it into an auction? What we've seen is they help close a deal. Because honestly, the advisor, there's a handful of industry-focused M &A advisors, bankers in this space. And I know them very well because I'm trying to get deals from them.

30:32And I've actually built relationships with them. They tell me like, hey man, if you ever get an opportunity where the seller really needs someone to help them through the process, we're happy to help. We're not going to go try to shop this around or get in the way of the deal, we're happy to help. For a fixed fee, we'll help you guys get the deal done. That's awesome. Yeah. And you got to be careful of conflicts of interest. It ultimately needs to be the sellers born with it, but it's all in the nature of trying to get to a win-win deal. So they can be helpful in that situation where they're not going to turn on you.

31:02So 70%, I mean, that's great. Like proprietary. Now, those other 30 % where it is competitive, this is where I'm curious because a lot of times I can imagine you're competing with e-firms. we get it right now, right? I got inbound for our deal room company coming from tons of private equity, minority, majority, and then also strategics. But the P's always sell you on the second bite of the apple, which is like, ah, you know, this and all the value creations, stuff they have and all the consultants on their payroll. Going back to the other relationship and you're obviously positioning yourself, but the story, like what's your pitch and how do you compete with the B firms.

31:41I think this goes back to trying to solve a problem for these owners. What's the ideal situation for you if you sold your business to somebody and they expected you and you expected to stay on and continue to work for five years? Well, it's probably doing what I love to do every day and focusing on that. Okay. Well, as strategic buyer, I can offer you that as a private equity buyer, I can help you, but you're still going to be the guy to go to when growth's not happening, when this isn't happening, right? Like we can relieve a lot of that stress. Like, yeah, we still want you to grow, but like put more of that onus on us, you know, as like the acquirer to make sure that happens, right?

32:18And execute. Now that doesn't mean you can just stop working. You're only gonna work 30 hours this week. But I think that allows them to feel like, hey, I'm actually on a team here. Someone's bringing value to me to help drive growth. It's like the better together story. Yeah. But it's almost like they have clarity on what that's going to look like, but also they're excited about that. Not just on like, hey, the day-to-day, like what I have to do as a seller, but from the business perspective, it's, these are smaller firms. They probably are from a service line or capability perspective. They're doing one thing that maybe we, Sam, do 10 things.

32:51They're doing one of them. Okay. Now they joined Sam. Well, now you do all 10. Do you want to grow? The easiest way to grow is to go to your current clients and tell, hey, I can do all these other nine other things for you now. Unless the PE is going to merge them into another firm, you got to go build all that capability from scratch, right? I mean, that's the whole strategic buyer play. But I think it resonates. I think it's real. Yeah. It is better together. You're going to be able to offer more, do more things, focus, get the aim points off that you don't want to deal with. Can we talk about how do you structure these deals?

33:23Because again, going back to competitive situation. We got E-firm and we got levers. You got cash. You got earnouts you mentioned. Rollover equity. You guys do the rollover equity? From time to time. From time to time. And then seller's notes. Can you do that? Yeah. Typically more of just like an earn out situation. Similar. What does that look like for you guys? This is something that's kind of evolved over doing 25 deals. Most were cash deals with some type of like earn out tied to it. The earn out was really more a retention mechanism. Going back to the conversation we had before, it was like, there's a lot of like key man risk here.

33:59We want this individual to make sure they stay on to help continue to keep things rolling. But what we learned was oftentimes that earn out would get in the way of broader company growth because this individual's tunnel vision focused on achieving their earn out. We typically use an EBITDA based earn out. All they cared about is hitting that EBITDA number, right? They didn't care about trying to collaborate with their neighbor, the offices next door, or bringing other people in to help strategize and build. So the way we structure it, you would think on paper, it's like they're incentivized to do all that and interests are aligned.

34:31But at the end of the day, the psychology wasn't there. And you just get folks tunnel vision on this earn out. I think we've potentially missed some growth because of that. What we did with... And every deal is unique, right and there's a there's a right structure for every deal but we started implementing more like retention bonuses right retention payments it's like hey man we agree like value purchase price is 10 million we'll give you eight today and then we'll give you a million in a year we'll give you the other million in two years just gotta be here that's it again going back it's the onus on us to like make sure that the value from the deal is created how do you communicate that because it's not technically part of the deal it's not an earn out it's not saying hey here's what it is it's not the purchase price, right?

35:14Yeah, you're right. It's not purchase consideration. So it's, hey, here's your purchase consider, but this is what your employment plan is going to look like. How do you explain that to somebody? You just put like they're right next to the purchase price. We typically say, hey, this is the number, like the headline number you should really be thinking about, but this is how we're going to structure it, right? And it's, but it's, it's still at the end of the day, like, this is what you wanted. We're giving you what you wanted, but this is how we're going to structure it. It's still technically a number you give to them, but then Then you break down, okay, this is the purchase price and then this is the, your account.

35:43Just in the LOI, it's like, hey, we're going to pay you 10, purchase price 10, but we're going to pay you eight at close. And then we're going to pay the other two over two year retention period. So it is in the purchase price. It is. It definitely is. Yep. That's better. Yeah. Because I was going to say, you've got to have seen earnouts turn into litigation. No. But then you have to deal with the drama with how you integrate the company. Right. I was wondering about that. So you technically can't fully integrate if you got to track all this separately. That makes things easier. And honestly, the administrative burden too of tracking earnouts.

36:11And at the end of the year, you've got an earnout payment coming due and you've got your process of measuring it. Did we hit the targets? The ideal situation, it's like, it's a no-brainer. Like, easy. Yep. Nailed it. Paying their money. But, you know, if you're close, then you got to jump through all the hoops and it just creates an administrative burden for everybody. What's the percentage between here's like cash you're paying versus deferred, I guess, payments? 80-20. 80-20. Oh, so it's not. 90-10. And I mean, yeah, some deals could be 70-30 depending on risks, risk associated with it, you know, things like that.

36:44I just want to make sure, emphasize that every structure has value in the right scenario. Earn out may make the most sense. We need to make sure that this doesn't go backwards because there's risk associated with it. So we are going to use this earn out mechanism to mitigate that risk. That's the right tool to mitigate the risk versus like the retention payments. Here I am still trying to do deals at 100 % owner financing. I'm still looking for them. Anybody listening knows anybody wants to sell M &A software 100 % owner finance. We're getting there. We're getting there. Good. I've heard some more aggressive where they do like a third cash, third earn out and third rollover equity.

37:23Yeah. The reason why we don't typically, again, you look at every scenario differently, but the rollover equity, it's honestly not something that a seller typically wants because we're in a lot of the scenarios we're in. It's like, hey, five years, I want to be able to control my own destiny. Yeah, they're closer. So they're not into that long of a term. That makes sense. How do you strike a balance between the seller's legacy, which they cared about, and integrating them into Sam's culture and processes? It's a challenge. What I would say is that, you know, we're a larger organization. We want to be able to scale and we have scaled.

37:56And that requires standardization of processes, procedures, the tools we use, the systems we use, ERP systems. That also includes the name, right? We rebrand relatively quickly, right? So the name on the door changes. But at the end of the day, going back to that local nature of our business, that entrepreneurialism that was there, we really try to maintain that and give that local operation opportunity to kind of like control its strategy to an extent. And they're not out there on the island autonomously working as their own little franchise or something like that. But it's got to be tied to the broader corporate strategy.

38:32But what's right for your local geography may not be right for the one three states over. Giving them that flexibility, letting them maintain those local relationships. Still give them that autonomy of running their local market like they did before. Yeah. And then here we're just working with them to enhance it. Right, exactly. So it's like, hey, we've got a new logo, but we've got more things we can offer you. The biggest thing we always hear about these deals, it's always post-close. Integration work is make it, break it. But what I've learned, fire lead M &A, it's not just, you know, obviously executing against a strategy, being proactive about sourcing your deals, but really leading your deal process with integration up front so that it is there.

39:10It is just thought of throughout the whole process and not an afterthought. Better you plan anything I've realized, it's going to go better. Like anything, even with kids, like plan better, it's going to come out better. How do you do that? How do you really connect that integration and diligence so that you're optimizing for the best integration execution? Definitely improves every deal we do. But getting the integration planning and process going as early as diligence, really at the end of the day, you know, we get to an LOI or get closer just past an LOI. We typically start gearing up our integration planning and getting all the folks involved because it's a lot of the same folks that are going to be helping during diligence.

39:48And using Dealroom, the data is shared across integration and diligence work streams, right? So everyone's seeing the same information and you're using that diligence information to help plan integration. It just makes sense. It's more efficient. That's what we like to try to do. Yes, like the software part allows you to start doing the integration planning alongside of doing diligence. Yeah. To me, after working with over 200 corp dev teams, that's like the game changer. But I'm just curious from your side, you've seen it before without using products and doing the old way. What's the difference?

40:22It's just such a more efficient project management process. Rather than working through antiquated spreadsheets and stuff, you're on weekly meetings, check-in meetings and status meetings. And you're sharing screens of like the deal room platform, looking at work streams, tasks and see where we're at and sharing information and talking about key findings and things of that nature. And because it's a lot of the same team, you unearth things quickly and you get things solved so much quicker. It's the same people on both sides of it. So you got the same people doing diligence or able to plan integration, same environment.

40:53We obviously have some external diligence providers when it comes to some legal things, finance accounting. You have them in the same platform? Yep. Let me just cut it straight to it. If you got to quantify this to your CFO and quantify ROI, how do you explain that to them? I would say just from a time savings, whoever's involved, they're probably saving five to eight hours a week. We're in heavy in a deal process. So just think about from a time perspective. And remember, these are all everyone's second job. Everyone else is on the integration and diligence team. You know, they're running something else.

41:27So they're in the accounting team. So like all these function leads. Yeah. This is all their second job. From my perspective, anything I can do to make their lives easier, they appreciate that. Honestly, it's like sometimes we announce, hey, we're an LOI here, we're closing this deal. I feel like I got to lock my door sometimes because I don't know who's going to come down like, another deal, we got to do another one. We just did one. That's kind of more of your blocking and tackling, back office functionality, diligence, integration. But you think about it more from like an operational and like strategic integration and diligence that business unit leader is square in the middle of it all too.

42:02And they're pulling in folks from their team from an operational perspective that should be involved and need to be involved. We're not announcing to the entire organization that, hey, we're doing this deal, but the people that need to be in are in. They're under the 10. So that's a lot of just efficiency. You got aligning people, priorities, what needs to get done. What have you learned from doing the deals to really optimize the execution? Stuff in the software, but outside of that, is there certain ways you found structuring meetings or things that enable people to stay aligned on priorities?

42:32Yeah, I think it just goes back to more reps. the more you do, just the more efficient, not like you're going through the motions, because if they just go through the motions and you're going to miss something, right? But this is what I need to be doing. This is what I need to be looking for. We know what's important to flag for our teams as we do more deals, right? Like, Hey, HR, we saw this early on, like, this could be an issue. Let's jump on this quickly. Or we know they've got these contracts that we may not like. Make sure we review those heavily, things of that nature. It's just getting everyone more reps at the end of the day and building that muscle.

43:04That's what it comes down to. What I was wondering was on the seller side, is there a view about how do we keep the process smooth? Because one thing internal, keeping folks coordinated and make sure things are getting acted on, but then the seller side, making sure that they're getting a smooth experience so that they come in motivated and not like FUD. That's a great question and something that I think is critical. And it's very hard to do because deal's a deal and it takes a lot of time and effort. I try to be as upfront and transparent about that with these owners and founders of these businesses.

43:38This is going to be a heavy lift. Just want you to understand that. We're here to help and we want to make this as smooth and as easy as possible, but it's going to be hard. You've never done this before. The system, again, I mean, it's nice to have a system where they can go in. We share the diligence list in the deal room with them. They see what they have. They can upload it right to the task so that they know what they're looking for and where it's going and who's going to see it. So that's helpful. We emphasize really good counsel that's got a lot of M &A experience. Some folks don't listen to us and it's detrimental to them more than anyone because one, they're not potentially not getting good representation or two, it's like a draft purchase agreement goes over and then we get this just like redlined mess back because they don't know what's standard and what's not.

44:24And then it just creates so much more headache and problems than it really needs to be. So you'll actually push back and say, hey guys, you probably need You get a better lawyer. You should get it. Yeah. I mean, once you get going and, you know, it's too late at that point, but it's early on in the process, we're on the verge of submitting an LOI or getting them something. It's like, make sure you get someone who really knows what they're doing here because they could get in the way of getting a good deal done for you. I almost feel like this is the golden rule of M &A is having a good lawyer to work with.

44:48A good lawyer. Yeah. With or without an advisor, but I feel like having a good lawyer will make up for a lot of gifts. And one that's capable of getting a deal done and being reasonable and knowing where to push and what not to push. And we've got some that we've worked with for a number of deals. They know what's important to us and where they can give and where they can and a pleasure to work with. So it makes life a lot easier. Anything else like you found to sort of be like, hey, this has been a really cool thing to make sure that it's off to a good start. Maybe going back as a way to help build a rapport and build a trust and get a target owner thinking more like, hey, this might be the right thing for me to do is getting them in touch with previous founders and sellers that have sold the same past.

45:30I think that does a really good job of... It's cool you're not afraid to do that. No. Well, again, if you are afraid to do that, what does that say? As you're trying to express that you're a fair and reasonable person, when you've got a track record of closing 25 deals, you're obviously not screwing everybody over. or you're not going to get another deal done. Reputation is important. And being someone, hey, we just, we want to buy your business and offer you a fair price, reasonable price. And to show that, we'll talk to everyone else that we bought businesses from. They'll tell you the good, the bad and the ugly, as our CEO likes to say.

46:01I keep laughing because I'm doing this right now. We got a lot of conversations with PE firms. So I'm going to their port co's and just talking about other CEOs. And you get a whole different side of the story. And some are just like, look man, they're completely, you know, whole different story. That's the reason why I chuckle. So it is a really good thing. The fact you can do it proactively. I think they've been very transparent when they've had those conversations. We tell them to as well. It's like, I think this all goes back to as part of that early relationship building process. If you know, this isn't going to work culturally and you know, this isn't a deal to do.

46:35Like let's make that call early on, both agree and go on our way. There's no reason to set something up to fail. Like why? And why I waste our time. You're busy. I'm busy. Let's get to know quickly. Right? It's almost like another layer of diligence too. Because other execs be like, yeah, that's going to be a good fit. Yeah. Yeah. That's pretty cool. So we brought a PE. The relationship with the PE firm. And what I'm trying to understand is as you identify deals to do, I know there's PE firms have very different range of operating models and the way they support that. What I want to get a sense of what does that look like?

47:06What does the governance look like for you to do deals? Do you have free reign to just write checks? Who do some, you know, how's that? As we've gotten better at it, we definitely have a little bit longer of a leash. Our partners, our community partners are great. They're very supportive of the M &A playbook that we have. Going back to the conversation we heard earlier about how we use M &A as a tool, right? And it's included as part of our strategic planning. And you kind of build that like buy box, if you will. Like where do we want to focus our M &A efforts? If we need to prioritize something, like we know it's going to be hard to grow this organically because X, Y, and Z.

47:38But from an M &A perspective, it makes sense to like focus here. okay, great. That's the priority in the buy box. You have like four or five things that make sense. If you tee something up that fits squarely down the fairway with that, it's a pretty easy go get it done kind of thing, right? With a good pitch deck of 10 slides or something like that. And here's the strategy and here's why, and here's the value that we recommend proposing to pay and what we think it'll do from an accretion perspective. Get the LOI signed up and go through diligence, weekly check-ins on diligence, and then a final like bring down report or update when we're about to close a deal.

48:14But if there's something a little bit outside the fairway or something new, or maybe, hey, we think adding this type of capability or solution or a little bit outside of our core competency, then that's going to require some more conversation. Rightfully so. It takes more to articulate the why. But that's fun, right? Like you get to really sit down and partner with the private equity sponsor and talk through it and help them understand why you think this is good. And then maybe they have a different way of thinking about it. Come back to that in another podcast. What's next? What's next? M &A, growth, future.

48:46I'm kind of happy we haven't talked about tech. Well, we talked about tech, but not like AI specific. I guess that's a good segue to what we just talked about. Something that's like looking at them, something that's not right down the fairway. We did a couple of deals last year that were a little bit different. What's interesting about Sam is we've collected all this data over our existence. And I think we're pretty unique in the industry to have all this geo-referenced data on where points are, where things are on the earth's surface. It's pretty valuable information if you know how to hone it and structure it and analyze it.

49:19We've never really done that and no one has really done that. But we made a couple acquisitions last year that are starting to put the tools in place and the capabilities in place to start doing that and providing real intelligence from that data to our clients. And it goes back to asset management and understanding where things are. So if something fails, they know what to go fix and what has to be fixed. Or if, you know, based on history, this part's going to break, right? So it's finding more things like that that will ultimately lead more work for us from the data collection side, because obviously you'll find gaps in where you need to go maybe collect some data.

49:56But at the same time, you're just bringing more value to our clients. So continue to innovate. And M &A is going to be a part of that because there's a lot of smart people doing some interesting things out there and we're not going to be able to do it all. So that's what I would say is next. You know, there's a lot of opportunity, a lot of money being spent, a lot of talk about, you know, our utility grid not being up to scale and maybe do things differently there. Roads and bridges, you know, I think we got D plus or something from the Army Corps of Engineers report card on our infrastructure in the United States.

50:23So there's just a lot to do and you're going to have to do some type of automation or AI to do it because there's just not enough people to do it. Yeah, this is a, I remember Bain had a report a number of years ago about scope versus scale. Yep. This is expanding out the scope case, requiring for capabilities to do more things. Yep. What's the craziest thing you've seen in M &A? We've had some fun things over the years, but I have to say, I feel we ultimately didn't do. I mean, it's just, you know, small business stuff that you see and some of these owners were on like a diligence call with attorneys, accountants, and the owner of, there's two owners.

50:57One of them was on the call. He's more like the CFO, COO. So he was, you know, giving us a lot of the diligence information. He's on a Zoom call and he's walking around his pool, smoking a cigarette. And you got all these attorneys and lawyers on. And they're just like, look at him like, who is this guy? What are we doing here? You're buying this company. It's just like, yeah, yeah. We're contemplating. Ultimately, he didn't go through. But I mean, just the guy was quite a character. So there's crazier things out there. But that one stuck in my mind. That is a funny one. You're like a big surprise that popped up during diligence.

51:29Because I always think these small businesses, like what they expense on the business and we're just things that pop up. What we run into a lot is our industry and like the survey geospatial stuff. A lot of like small business set aside work, like a small or like certified small, certified disadvantaged business, minority owned business, woman owned business. And if Sam were to acquire that company, a lot of that work goes away, right? So I guess this is something, you know, lesson learned, you know, we were talking with the firm made no mention whatsoever that he was a certified small business.

52:01And we basically get the LOI. Then we start getting his contracts and reading the contracts. And it's like, small set aside contract. And it's like, probably should have caught that earlier, just to be honest. But something you might want to lead with a little bit if you're a seller. Because again, no one wants surprises. We just waste a bunch of time. We had to walk away from that deal. It's just... Yeah, it's funny. And sometimes a seller, if you're first time, you don't know. You don't know what to say. Yeah, you don't know that. That's a big red Maybe just assume that I should know that. Again, it's probably my fault, my ignorance.

52:31So definitely put that one on the diligence list early on in the process. Yeah, this has been a great conversation. I appreciate you taking the time with me, sitting down, helping me become a better M &A scientist. Yeah, you're welcome. Thanks for having me. It's been a lot of fun. Thanks for all that you do, Kassan. I appreciate it. I know. It's been a pleasure. It's plenty of pleasure collaborating with your team. Fellow M &A scientists who listened this far, thank you. Appreciate you. Appreciate hearing from you. Connect with me on LinkedIn. Love to get the feedback, topic ideas, criticism.

52:58I'll take it. I'm trying to get better at doing this to provide more value. Until next time, here's to the deal.

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