Aug. 7, 2020

Ep 6: Selling Your Business - Part 3

Ep 6: Selling Your Business - Part 3

Most middle market business owners plan to sell their business at some point - whether at retirement, or simply when there is an interesting opportunity to do so. But how exactly does the process of selling a business work? Is it just like selling a house, or different? Across this three part series, co-hosts Stephanie Chambliss Gaffin and Mark Gaffin walk you through the process of selling your business. In part 3 we talk about negotiating price and other common deal terms, as well as overall timeline and how the process has been impacted by COVID.

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{"version":"1.0.0","segments":[{"speaker":"Stephanie Chambliss Gaffin ","startTime":1.0,"body":"When most people think about selling their business, they think about negotiating on the price, sitting down at the closing table. The part of this that seems to be exciting. In our first two episodes, we've talked about all of the different things that lead up to this part of the process. Today, in part three of selling your business, we are finally going to get to that closing table.\n\nWelcome to Right in the Middle Market, a podcast about pragmatic perspectives on running, growing and selling your business. We talk about the challenges, decisions and most importantly, the actions business owners can take to create long term value in their companies. Welcome to Right in the Middle Market. Today, we are going to continue on in our series about what the process of selling your business actually looks like. As we've talked about in the first couple of episodes, well, most people will sell various things throughout their career. And most notably for business owners, you sell whatever product or service it is that you're selling. But, they don't necessarily have a chance to go through the process of selling their business more than once, maybe a couple of times in their life. So what we've been trying to do in this series is demystify that a little bit, shed a little bit of light. So Mark, maybe you can start by just recapping for us what we've talked about in the first couple of episodes.\n"},{"speaker":"Mark Gaffin ","startTime":92.0,"body":"So I think in the first part, we kind of talked about the very initial stages, some of the different work streams that kick off, and that's, coming up with all the due diligence, the marketing materials that need to be done, kind of getting yourself all the information into something that is going to be used in marketing the opportunity, and also then would be follow up as part of the due diligence material. It's all kind of one in the same. It's also then trying to be as an advisor what we I think we were trying to touch on it a number of times was we're trying to make good use of the the owners time. They've got a business to run, this is going to take some time, this is going to take some effort. But one of the things that we really want to do is make sure that we're using management in a highly leveraged fashion, so that they're getting us the information we need. We're not involving them on every single edit of the marketing materials, that's really important to keep management running the business. You don't want them to take a quarter off to do this. So there's a number of parallel processes streams, like you're going out to find the investor group. So when you're talking about your point that we always use around the shop is right story, right people, right time. So we're working on that story, then simultaneous that we're trying to shape what are the right people or the financial buyers, are they strategic buyers, are they hybrids? Are there other people that might make more sense and might bring more have a higher valuation for this company? So that's the right people. And then the timing I think is important, right? You can't ignore the external environment. Launching in the end of March, early April would have been a bit of a challenge. There weren't people there. But I think one of the things we were trying to say, and I think you've raised this in a couple of our episodes is that this isn't a bad time right now per se to sell your company. There are buyers out there. We are in contact with financial buyers, with strategic buyers all the time. And we question them all the time. Are you in market? Are you looking for deals? And these people are. They're reading books, they were at the height of COVID were reading books in their basement. And now we hear about people actually figuring out innovative ways to get to a management meeting and actually driving that deal forward. I don't know that I've actually talked to a single private equity person that hasn't after looking at their portfolio, has not moved on to okay, what can we find in this opportunistic market, the dislocation, what can they find out there to add to that portfolio?\n"},{"speaker":"Stephanie Chambliss Gaffin ","startTime":246.0,"body":"So all of this leads to, again what I think most people think of when they think about selling their business. They think about sitting down with the buyer, negotiating the terms of the deal, negotiating the process, and then actually sitting down and closing. So today, what we want to do is now go through those final steps of the process around negotiation and closing, and then come back to a couple of things that I think we talked about in the first couple of episodes but probably deserve a little bit more attention, in talking about specifically the impact of COVID and physical distancing on the process. How are we seeing that impact? And then finally, what is a realistic timeframe for selling your business? But first, let's start with negotiation. So we've talked about some of the different kinds of documents. We talked A little bit about deal structure. But first, I would love to hear a little more about when you are negotiating. It's not just price. What are all of the different elements of the deal that are the most common points that you're negotiating?\n"},{"speaker":"Mark Gaffin ","startTime":316.0,"body":"I think that what I see if I could make like a generalized thought from this is, if there's a legitimate investment thesis that the buyer is looking into, the whole process seems to go that much easier, right? If there's a strategic reason for the companies to merge together, if it's a strategic buyer, it makes sense to everybody. It's apparent to both sides as to why this company is valued. It's apparent to both sides to what the combined company could actually do. If you're adding a capability to somebody, well, they're probably adding a capability to your firm as well. And so, there's a common goal. I think that if it's a financial buyer, and you're the platform, it may be the first thing that they're in that space, and then it's what they're going to do with it. So what are they going to do with that platform down the road? And look, if you're going to be a seller and roll equity over into that platform, and be part of that, then it could be really exciting actually to be over the next year, two years, to be part of that team with a financial sponsor to buy companies, integrate companies, raise value your rolled over equity, you have a second bite of the apple could do very well financially as well.\n"},{"speaker":"Stephanie Chambliss Gaffin ","startTime":392.0,"body":"So I've heard you say two things that are different points that negotiated. One, it sounds like there actually is some amount of negotiation around understanding what the buyer intends to do with the company. And the second piece then, is what is the role of the seller in that newly created entity? And you also mentioned a second bite at the apple. So maybe go into that just a little bit more. What is that second bite of the apple? What are the range of options for what a seller might do the day after close?\n"},{"speaker":"Mark Gaffin ","startTime":424.0,"body":"Well, let's start at the top, the founder, the CEO, right? That person may have an idea that they want to leave relatively soon. And very seldom is it that you're going to sell the company on Friday and on Monday, you're heading to the islands, right? That just as much as you might like that to work, it doesn't work. No, it sounds like a great plan. But in order for us to retain value in the company, there's got to be a seamless as possible transition to new ownership. Almost inevitably, the owner, founder, CEO leadership team, is going to be a major part of that. So as part of the thesis as part of the due diligence, and of course, and we will touch on this I know, as part of the post merger integration, I can use the PMI even if it's a financial person buying in, but thinking about what happens on Monday morning, what do we do on Monday when we have a new company, a new owner, so that we don't start missing a beat. We're delivering to customers. So I think that's where to go back to the question, what is the role of the founder? That's where there can be a sliding scale. It could be, look, you really want to leave, I get it, I need you for six months, nine months, we'll set up a management agreement that kind of delineates what roles and responsibilities you have- be very clear on that. That's really important for you and your attorney to work on because you want to make sure what is expected of me? You can't get to a position where you think you're going to work for five hours a week, and they think you're going to work for 40. So you got to kind of make sure that you're clear on what are the deliverables so you dont endanger anything or harm anything in the deal.\n"},{"speaker":"Stephanie Chambliss Gaffin ","startTime":528.0,"body":"All right. So we've got what the buyer is going to do with the company, the sellers role in transition, and as you said, really important in that, is that management agreement. We see a ton of negotiation back and forth. And quite frankly, we should, around the nuances of that management agreement of really understanding what are the expectations? And is there going to be renumeration around that? Or is that included in the purchase price? So the financial elements of the management agreement as well.\n"},{"speaker":"Mark Gaffin ","startTime":559.0,"body":"Yeah, that's right. And it gets to the point about the second bite at the apple. If there's a place for the CEO, or the president of the company, and he or she wants to roll forward and they don't want to worry about capital anymore, they are just happy to drive this with what the private equity person thinks they want to do, then there may be a role for them. If they've got that kind of dynamic and they got the energy- there's gas in the tank and they want to help drive this forward. I've seen that, I've actually seen people then be have careers then as CEOs of private equity owned companies, portfolio companies. It's a different lifestyle, different pace. It's different, you know, than just running it as a lifestyle company. But then you could say, look, I'm gonna roll over- rather than take all of my renumeration now, I'd rather leave some equity in the company, so that maybe that's 10%, 15%, you know that's a negotiated piece there. But then what you're betting for is five years down the road, six years, seven years down the road, when the private equity firm is looking for their exit, right? They're selling to a big strategic or could be another much larger private equity firm that you get in some of that upside as well. So we call that a second bite of the apple so you are aligned then with the new use of a private equity owner here with their, thesis. I really want to do this, I want to take my regional company, national. And then we're going to sell to a private equity firm in France. It's going to take it global. Something like that can be really exciting and people have done very, very well. With that rollover equity.\n"},{"speaker":"Stephanie Chambliss Gaffin ","startTime":659.0,"body":"We've talked a couple of times in various episodes about the importance of deal structure, and particularly in this environment where there is so much uncertainty ahead and have talked about how you can use deal structure to be able to still get a deal done, even when there's a great deal of uncertainty about the economy in general, maybe a great deal of uncertainty about a specific company. But when we talk about deal structure, Mark, can you walk us through what are those elements of deal structure when we talk about using deal structure to address some of the uncertainty in the environment right now.\n"},{"speaker":"Mark Gaffin ","startTime":695.0,"body":"So I think there's from the from the top level down, you may have differences of opinion, significant differences of opinion with what the valuation of the company would be. Because, as an owner, one of the things I would like to believe is that my company is going to get back on track in a certain period of time, much sooner than maybe someone else who's buying it doesn't have that experience. You kind of got an asymmetric information situation here. So I may say, look, I expect to be back to a full operations where I was in January, February of this year, I think I'll be there by the end of this year. And if that's the case, the full valuation, the company shouldn't take a huge hit, right? If we're doing a deal right now that time to close it, we might be back to full full run rate operations. So you want a certain valuation that's closer to what you were maybe expecting in January, February, whereas a private equity or other buyer, it could be an operator would be like, look, I get that. But, there was this COVID dip, right? And it i'm not saying it was your dip, but it's a COVID dip, I have to make sure that that's well and truly what happened, and that your customers are going to reengage at the levels we're working with you before and that your capital providers that your people, all of those things right i think we talked with a bunch of clients in our consulting practice and you know, it's not You know, a easy case right now with schools or anybody else? How do we get back to fully staffed work? How are we going to balance that? And do we get to 80% of where we were before? 90% of where we were before? Hopefully, that's very, very close. But we want to see where that is. And so what you may do is say, I think you'll get there, but I'm gonna pay you when you get there. So you have a delayed portion of the of the payment. You might have a turn, or so have that in an EBITDA. And this- I know you're going to get to this point, so I'm going to get to it now is that is a tough area. You've got to very carefully talk about EBITDA, and then the adjustments to EBITDA that you're going to want to make because especially if you're a founder led company, there's going to be some adjustments that we will pull back here. I think you've got an episode on quality of earnings or whatnot, which will be really cool. We talked about how you substantiate those adjustments. But these are the kinds of things you've got to say what is ad adjusted EBITDA earn out? When does it get paid? And then what is my role in making that happen? If you're not going to be in the company, and you're hoping that EBITDA grows. You know, you're kind of saying, I've just gotta trust everybody to run it. I think EBITDA earn outs is personal. I think they work out better when the CEO or the founder, the seller is going to be around and have some meaningful impact post close. I think it's a better alignment, that person is still there, and they're helping drive those results.\n"},{"speaker":"Stephanie Chambliss Gaffin ","startTime":869.0,"body":"So you're, you're getting to my next question, which I think is probably one that our listeners are going to be really interested in around. How do you determine the price of the company and what does that negotiation look like? But first, let's take just a moment for a word from our sponsor. \n\nRight in the Middle Market is brought to you by SLS Capital Advisors. SLS Capital Advisors is a boutique financial advisory firm working directly with middle market leadership to tackle critical growth opportunities including exits, mergers and acquisitions and access to capital. The Principles of SLS Capital Advisors bring deep industry, financial and consulting experience to firms seeking tailored strategic opportunities, including capital for major growth initiatives and alternatives for those evaluating corporate transitions and exits. SLS capital advisors services include managing effective exits and sales processes, involving sophisticated buyers such as strategic purchasers, financial buyers and operator to operator transactions, and raising capital to fund our clients growth including debt and equity elements. They also assist companies in capturing growth opportunities through focused and effective organic growth in M\u0026A programs, and unlocking profit potential through business portfolio, rationalization and divestiture. SLS Capital Advisors focus on delivering consultative executions for clients seeking strategic growth and capital. Find us at to learn more about how we can help you.\n\nWelcome back. I'm here with my co host, Mark Gaffin. And we are talking about those final steps in selling your business, and getting to what I think is probably an area of great interest to anyone who is selling their middle market business, which is, what is the price of my business? What is my company worth? And I think down the road, we'll have another episode that really goes deep into valuation. But for here today, can you Mark, talk to us a little bit about how do you set the price of your company? Do you go out with a price? And what does that negotiation look like? As you determine the final price of the company in the close?\n"},{"speaker":"Mark Gaffin ","startTime":1002.0,"body":"Yeah, I think we touched on this briefly in an earlier part of this series. I think if you go back to classic finance theory, the valuation of any asset, the intrinsic value of any asset be it a stock, a bond, a company, anything that's producing, operating, revenues or has cash flow, the way you value that, the intrinsic values, the cash flows of expected cash flows of that instrument discounted back at a rate that is appropriate for the risk. So there's two elements there when you were talking about COVID that actually went up affecting the valuation. Let's just put it on the whiteboard for a second. So my cash flows may be a little harder to predict right now. So I don't have the certainty I did even though I have recurring revenue, I may, people not paying on contracts, I may have people backing out, we may have customers that were good customers, and for whatever reason go away because of their economic problems. So the cash flows, what visibility do I have into the cash flows returning and then projecting out three, four or five years? And then you have all of that. So all that starts to get wrapped up, the uncertainty gets wrapped up in this discount rate and so you'll see people use 12%, 13%, 14%, even higher some cases to discount their rate to account or accommodate for that uncertainty. So in the area we are right now, we have high degree of uncertainty. I may use a higher discount rate. You as the seller say no no no the uncertainty is much lower to me. And so that's where you and I might have difference in the valuations. I think my view of life going out when we try, we spend a lot of time with the seller saying we're gonna approach this a couple different ways. We're going to look at other deals that were done in the market, most likely out but the all going to be pre COVID. Right? Very few deals have gotten done since March. Some, but your chances of you finding something exactly for your client that are done since March are are not high. So you got to say okay, these are the deals that were done last year. And you know, what kind of multiples were those kind of done at. You're trying to triangulate on a valuation range here, I do not believe you should ever go out with a point estimate. And, you're going to try and look at public comps or other other companies. And we'll go into these techniques in another episode. But how are other people trading? I mean, you look at the public market right now, even though it's volatile and bouncing around, it has trended very well, because those people buying those stocks are buying future cash flows. So that is a forward looking indicator.\n"},{"speaker":"Stephanie Chambliss Gaffin ","startTime":1170.0,"body":"To summarize, the key points that we're negotiating when leading up to the close, are around the sellers role, what that transition looks like and the management agreement that might go along with that if the seller is going to be staying with the company in some capacity moving forward. Second, the actual price. Third, the timing of those payments, and in particular, if there's something where we're putting some of that ahead to really play out what's actually happening. Other than those three big categories, are there any other key elements that are part of that negotiation?\n"},{"speaker":"Mark Gaffin ","startTime":1207.0,"body":"Well, what I'm going to do is I'm going to tease a future episode or two. I think there's some interesting elements like indemnification, reps and warranties, all those kinds of things that actually are important. If everybody's got a clear picture in it, we've done a good job and due diligence or there's not a lot of surprises, which you talked about in an earlier episode.. If you get to that point, you're kind of like there's not as much if all of a sudden things are popping up, you know, sales tax, a state sales tax or you know, popping up you people like okay, I need a little more comfort that that everything that we say is as as it's supposed to be. So I think this would be a really good opportunity- I know we've got a bunch of great attorney friends out there to bring an attorney to come in and we'll kind of go deal side, business side because this is really important. To have an attorney on the sell side, the person who's selling- having someone that's really good at the legal part, and has experience in doing M\u0026A. Because they'll tell you what you can negotiate, what's really kind of boilerplate. There's really not a lot of sense going back and forth, and boilerplates real expensive. And then what are the business points, right? So if there are going to be escrows, and things like that, how do we as advisors to the seller, make those escrows, smaller and shorter term? So, that becomes kind of legally, but still important, you might as well know what they are. So I think that'd be a really important topic to talk about in the future. But, what you're worried about the topics we've talked about today is what's going to affect the owner, their renumeration, from the sale directly? How much do they have to be involved post close? Then you're going to want to probably have some some thoughts about what happens to the team. It's not your company anymore, but you can certainly try to, you know, really present these people as this is a key person. This is why they're the key person. But it is the next person, the next owners, duty to do with what the company see as the most fit.\n"},{"speaker":"Stephanie Chambliss Gaffin ","startTime":1327.0,"body":"Once all of these points are negotiated, and they're in the documents, which as you said, I think will be a great topic for a future episode and we'll get some of our attorney friends involved to really help us understand what those documents look like. The closing then, just like when you buy a house, so if we come back to that analogy that we've used a few times, closing is when all of the documents actually get signed, the money actually trades hands, and after closing is when the ownership then officially transitions from the seller to the buyer. It's interesting, one of the things that we often hear folks talk about is to say, once it's all closed, then we'll start to think about the transition, or we'll start to think about the integration, particularly if it's a strategic or somebody who is looking to combine this with something that they already own. And I know what we have found is the best integration plans start well ahead of closing. They are really thinking about it, they're starting to lay that foundation. Obviously, some things are easier to do ahead of time than others, but the last thing that you want to do is to start planning for integration after the close.\n"},{"speaker":"Mark Gaffin ","startTime":1397.0,"body":"No, that's absolutely correct. You'll recall we worked on a kind of corporate development assignment for a billion dollar multi-national company, and we were helping them execute on a number of acquisitions overseas cross border. We had the relevant I'm gonna call them lines for a second, because I hate the silo part of this, but we had human resources at the table very early on. We had their questions as part of the memorandum of understanding, the IOI that goes out, and you're like, these are some of the key areas that I want to talk about, this is one of the things- I need my tech people to talk to you tech people before we get to the LOI, and we're going to have those people really talk about those areas, sometimes esoteric areas, but you got to find out is that a landmine that we have got to avoid. So we get human resources, technology, strategy, all those people on board, and then someone if you're a big strategic, you know, buying a company, who's going to run it? And if the people that you're buying it from are going to stick around for let's call it, we typically use a two year EBITDA earn out there. And we wanted to test whether the founders that were brought into this much bigger company, many of them flourished, right, they still got to run their company, but now they had access to, you know, what a billion dollar company has access to from a capital standpoint. And many of them did really well. Some wanted to continue to go out and do another thing, or some of them were wanting to retire. But yeah, the whole post merger integration, needs to be started as early as possible. And if you're closing on Friday, you want to go into Monday with 100 day plan. What are we going to do right away? Where can we start to get traction? Because, look, that team is going to look to the new owner, as to what is this going to be like? They're going to have questions. If someone comes in buttoned up with a plan, and private equity folks know this, and sometimes if it's an operator, or sometimes if it's a small strategic, they haven't thought that through as well and we will work even on the other side of the table. We'll try and help them think that through because it's in everybody's interest to have the company run smoothly. If we're representing the seller, we really want the company to work well. We've often coached on the other side to say, shouldn't we be thinking about this? What do we do next week?\n"},{"speaker":"Stephanie Chambliss Gaffin ","startTime":1548.0,"body":"As we get ready to wrap up two topics that I said we would come back to, the first one is revisiting. We've now walked through the entire process of selling your company and we wanted to revisit what are the places that COVID is really having an impact. Where might this process look different in the COVID environment? I think there are three topics or three key places that we've talked about that really are different. The first one is, in looking at what is the current performance of the company and what does that mean for the price of the company? What is that ultimate price? The second one is in terms of finding buyers, while we definitely are still hearing that there are a lot of, in particular, financial buyers that are actively looking for deals to be done. For operating companies, cash may be a little bit harder, it may be harder to find a strategic and there are a number of industries where people may be a little more hesitant to make an investment, make an acquisition, if they're in a period of uncertainty. The third thing that we've talked about, and I think the third point that's impacted by COVID is especially where there's going to be a transition period, which again, as we've talked about in the middle market, that's typically what we see for some period of time- the relationship does matter. You want to find somebody who's going to buy your company that you feel good that they're going to take over the company in a good way. The buyer wants to be able to look that seller in the eye and say, Yeah, I really feel like this person knows what they're talking about. I feel confident that they've built a good company. You can do these things over video conference, but man is it hard. Some elements of due diligence, again, a lot of that you can do remotely, some of it can be very difficult to do without actually going and seeing the physical plans. So there are some of those elements of management meetings, due diligence that it is difficult, if not impossible to do, entirely remotely. And we certainly have heard from institutional investors that they'll go pretty far into the process on the basis of phone and Zoom, or whatever your favorite video conferencing technology is, but they won't actually close the deal, maybe not even get to a full LOI until they've had a chance to sit down physically and look, the seller in the eye in person. Are there any other parts of the process that you would point to that you're seeing impacted by COVID?\n"},{"speaker":"Mark Gaffin ","startTime":1694.0,"body":"Well, I think you've made some great points there, really. And that's exactly what I'm seeing as well. I know you didn't tell the audience, but you actually just got back from a trip to one of our clients that we are in a sellside engagement for, and you brought the potential buyer along, did a lot of preventing, made sure the person was serious, and did a lot of more background work that we probably necessarily have to do before we scheduled a management meeting. But then we got to that point where it's time to be in person. And then, you know, you got onto a plane and went out there and did it. But I think some of this has to do with the sophistication of the buyer, and I'm not trying to mean sophistication generally, but how often familiar with the buying process right? I would tell you private equity firms, the ones that I know they've been in the business for a long time, you can still see on Zoom, see how the team works together? You can actually get an awful lot if you have a couple different looks at the team, who's strong, who's on, who's capable? You can still weed out people. And then if you start to get that, I think I really liked these folks and I want to get out there, to your point, you do as much as you can electronically, but you got to get out there. And then ultimately, you got to get to a point where you're like, what would be perfect to do and what can I do? Would I love to be able to walk around? I love plant tours, just love it. It's like a kid in a candy store. I love to be able to do that in the middle of the day, watching people work and how much attention they're paying to what they're doing, how clean the shop floor is, how well you know how you're looking for grease all over the place. You can see you can feel how well they take care of what they're doing. But that means not be the case, I know and you're in your situation you had to go in after hours.\n"},{"speaker":"Stephanie Chambliss Gaffin ","startTime":1805.0,"body":"Exactly. We were going into the environment after hours for a variety of reasons, one to continue to keep the process discreet, which I know we've talked about before, but also just to make sure that we didn't have greater exposure. And I think that was a great example where we'd had a number of conversations ahead of time. Seller, great folks, buyer, great folks, turned out once we actually physically got in the room together, it just wasn't the right fit. And so I think everybody was grateful that we had had that in person meeting when we did as opposed to getting further down the path. Because once everybody physically got in the room together, it just became apparent that it wasn't the right match for this particular opportunity. All of this comes together. And this was the other point that we wanted to revisit before we wrap up today, in terms of how long does it take to sell my company, which I think after- how much can I sell my company for? I think how long is it going to take is probably the next most common question that we get asked. The answer, even in, if you will, normal times was always well, gosh, it depends. It depends on the profile of the company that's being sold. There are some sectors where there are many, many buyers that might be in a very attractive sector. We've talked before about if the company is just a little bit larger, it can meet certain thresholds around EBITDA or revenue, it can be easier to find a buyer. So there are a number of things that go into that, again, I'm gonna come back to normal times, whatever the heck that means in today's environment. You know, lightning fast, just for context would have been six months. From saying yes, I'm going to sell my company and I've engaged in advisor to closing. Six months would be incredibly fast to get that done just for for context for our listeners. It is not uncommon in the middle market that you see nine months, maybe a year for that entire process. I think in the COVID environment, where you do have more delays around, getting together in person, there's a lot more questions about what's happening with the company. I think it is not uncommon that it may go a little bit longer, or at least skew towards the upper end of that range. Mark, what else are you seeing and hearing in the environment about the amount of time that it takes to sell a company?\n"},{"speaker":"Mark Gaffin ","startTime":1950.0,"body":"Well, I think one of the important things that you brought up was, why it would take a little longer than people would like in normal times, right? Go back to normal times. And one of the things is, when we're talking about in the middle market, and especially the lower part of the middle market, you don't have a ton of people that can take big chunks of their day. They're busy as it is. And there's nobody I know that's not disappointed when they hear some of those numbers right. They'd like to be able to get it done relatively quickly, right, it takes people three months to to sell their house, you know, 90 days on market, you're like, oh, you're sweating it. But like it takes time to position the story correctly. Most folks that especially lower end of the middle market, need a little bit of work to get ready for a robust due diligence process. We want them to have those answers right away. So it takes time. There's a buyer and a price for any asset, right? It's finding that buyer, if the buyers are not in the market right now, it's going to take longer to find people. And then we also want to make sure that we're getting a price that's really reasonable, right? You don't want to sell too low, just because you're in a hurry. If people feel that tension, feel that urgency, they're going to you know, and that doesn't mean there's not urgency, there actually could be situations where we really need to move this process along. And we can. It can be moved along more quickly in our job is to make sure it doesn't look like it's someone moving out of desperation because that tends to work against you. But you start to think about the documentation process, right? That's another part, everybody's always amazing. They walk into the closing, and they see, there's a whole bunch of trees that were sacrificed to make that closing happen. And that takes a while to get that documentation done, or even to use your house example. you close in a house, there's an awful lot of documents to sign, you can think about what it's like, if you've got to do all these things, and you want to get it paid for correctly. There's no real sense rushing that process because you don't want anything to come back and bite you down the road. So it takes some time, but it's worth it. If you're going to have a good outcome, the extra bit of time is really right. And if you get someone that actually gets what you're doing, it's still worth it to do the process correctly.\n"},{"speaker":"Stephanie Chambliss Gaffin ","startTime":2092.0,"body":"It's a great note to end on. Thank you, Mark. I'm Stephanie Chambliss. Gaffin and you've been listening to Right in the Middle Market. A podcast about running, growing and selling your middle market business. We'd love to hear your comments about today's episode, the series on selling your business, or ideas for topics you'd most like to hear in the future. Send me a message on LinkedIn or drop me an email at and please subscribe so you don't miss more pragmatic tips for the middle market. Until next time, be well and be inspired.\n\n"}]}