How to Avoid Deal Disasters: Why Founder-CEOs Need a Dedicated M&A Lawyer Before Selling

Bruce EckfeldtWelcome, everyone. This is From Angel to Exit. I'm Bruce Eckfeldt, I'm your host. Our guest today is Chad Williams. He is a partner at Lamb McErlane, and we're going to find out a little more about his background, what he does as a lawyer, particularly as a deal lawyer, and what that process looks like. Hopefully we'll hear some stories about some of the deals he's been in and some of the learnings he can share with us and with the audience: what this process looks like, what you can do to prepare for it, the things you can't prepare for but should be aware of, and how to navigate the process. So with all that, Chad, welcome to the program.

Chad WilliamsThank you, Bruce. Thank you for having me.

Bruce EckfeldtIt's good to have you on. Before we get into all the lawyerly stuff you do, a little background. When did you know you were going to become a lawyer? How did you get into the field? Was this something you knew you wanted to do in kindergarten? Give me a sense of how you got into this space.

Chad WilliamsNo, I definitely didn't think about this when I was in kindergarten, or really even in high school. When I went to college, I thought I might want to be a doctor. Then by the time organic chemistry came around, I realized that wasn't going to be a fit for me. But I was always a pretty strong writer and communicator, and while I was in college, I started thinking about things I could do.

I enjoyed business generally. My dad was an entrepreneur and business owner, so growing up, I learned a lot from watching him. When I graduated from college, I actually worked in banking for a few years, doing lending and things like that, learning about business from the perspective of a lender. Through that process, I realized that being a lawyer might give me a unique seat at the table and allow me to use some of the things I was naturally good at to build a career.

Bruce EckfeldtIt sounds like in your case you were specifically looking at business law. How does business law fit into the general world of law? I think everyone thinks that at some level lawyers are lawyers. How does business law differentiate you from other types of lawyers?

Chad WilliamsIt's interesting, because a lot of people I went to law school with went in thinking they would find their path within the law. I went into law school having worked in banking for a few years, and I knew I wanted to do corporate work. Specifically, I really thought I wanted to do transactional work as opposed to litigation. So I was very focused from the beginning of law school on what I wanted to do. Law school was a really great experience for me from a learning perspective, because I had to learn not just business and corporate law but all the different areas of law, and it still validated my decision that I really wanted to do corporate work.

Fortunately, I started my career as a law clerk to the senior justice on the Delaware Supreme Court. In Delaware, there's a lot of corporate litigation, because many corporations and LLCs are formed or incorporated in Delaware. That gave me an opportunity to see a lot of cases, and to see really good lawyers arguing issues around corporate fiduciary duties, board matters, and a lot of times transactions that were being challenged, either ones that had already closed or ones that shareholders or someone were seeking to enjoin or stop from moving forward. So I started my career in Delaware and worked on a lot of very large deals that were showing up in the Wall Street Journal. It was an exciting way to start.

After my clerkship, I worked for a firm in Delaware called Potter Anderson, which is a very well-respected firm there. One of the firm's clients was DuPont, and we were doing deal work for DuPont on joint ventures and investments they had in other companies. That's where I got my first taste of actual deal work. The traditional Delaware work was more advising boards on very large transactions. Doing private company work for DuPont, where they were a public company but had invested in other companies, gave me a taste of what that work looked like. That's how I started on my path into deal work.

Bruce EckfeldtOne of the things we often talk about on the deal side is that you really want a deal lawyer as part of your transaction, not just your regular business lawyer or general corporate attorney. Give us a sense of what makes it different to be a deal lawyer, someone who's really familiar with these transactions, versus a regular business attorney who's doing non-competes or more day-to-day business support. Why is it important to bring someone with actual transaction experience into the deal?

Chad WilliamsThe law, like many other professions and businesses, has become very specialized. Maybe 30, 40, 50 years ago, you could have a lawyer who dabbled in different things and was more of a general practitioner. But over my career, I've noticed that people are either in court all the time doing trial work, or they're more transactional lawyers. There are still lawyers who span both worlds, and I certainly get involved in litigation matters, but usually from the side of trying to help negotiate a resolution or working with litigators on those issues.

It is important, because if you think about it, I'd say 90-plus percent of my clients are founder-owners of private companies. Sometimes family businesses, but nearly all private companies. When the time comes to sell the business, even the best founder-entrepreneurs might only have one shot at selling a company they've built immense value in over a long period of time. In almost every case, the parties on the other side are very sophisticated and have done dozens, if not hundreds, of deals.

So from that standpoint, having advisors, and not just lawyers, but accountants, M&A advisors, and coaches who have been through transactions before, helps to level the playing field. If you have someone who only dabbles in selling a company to private equity or a strategic buyer, they may be a very good lawyer, but they're not going to have a sense of what some of the traps are. If you're not aware of those things, you can waste a lot of time, or negotiate things that aren't really important and miss some of the things that are.

Bruce EckfeldtFrom my own personal experience, having been part of a few of these, you can spend a lot of time talking about a lot of aspects of a transaction that will certainly chew up a lot of money and may not get you the terms or the deal structure that's really going to serve you well going forward. Being able to parse those things seems pretty important. When do you like to get involved in a transaction or potential transaction, and what does the early stage look like? When do you like to be approached, and what's on the agenda early in the process?

Chad WilliamsThe ideal situation is where I'm familiar with the company and the owner, I've worked with them for some period of time, and I've gotten to understand the business, their ownership structure, and the things that are important to them. I'll get back in a minute to the value of getting involved earlier. But there are many times when I'm getting involved at the point where the owner has received at least one letter of intent or term sheet. Hopefully it's before he or she has signed it, but sometimes it happens after.

Typically those are non-binding, except for certain provisions like confidentiality and an exclusivity provision. For the most part, it sets out the high-level terms of a prospective deal. If I can get involved before the term sheet is signed, that's great, because then we can identify some of the areas that may be issues and try to nail down as much as we can going into the diligence phase.

If we can get involved even a year before the company goes to market, there's a lot we can do to position the company and take advantage of some things, even from an estate planning or tax planning perspective, that might make the deal even more attractive once you get into it. I'd say many times I'm getting the call right when the business owner is getting ready to sell. But increasingly, I've got clients I've worked with for a decade or more who are now starting to think about selling. Those are great, because there's a lot we can do in the planning process, working with other advisors, to really position the company.

Bruce EckfeldtWalk us through it. You mentioned a letter of intent and then due diligence. Give us a high level. I'm sure no deal actually fits the model, but ideally, what is the sequence of events, the phases of a transaction? How do you structure it, and what are the breakpoints for you in terms of what a deal goes through?

Chad WilliamsAt a high level, you've got the LOI or term sheet phase. Depending on whether the business has run a process, sometimes it might just be that they've gotten a cold call from somebody who's expressed an interest, they start to have those conversations, and that results in an LOI or term sheet. That's the phase where you're negotiating, generally, a range of values and what the material terms of a deal would be. In almost all cases, those are non-binding. But they give the buyer the opportunity to move to the next phase, which is diligence.

During that phase, the buyer is going to do financial diligence, operational diligence, and legal diligence. Financial diligence is just what it sounds like. They're going to come in and do either a quality of earnings or some type of financial review, going all the way down to the transaction level, confirming that the numbers presented during that early stage are accurate and reflect the financial performance of the company over a reasonable period of time.

With operational diligence, depending on who's going to be running the company post-closing, they're going to want to understand how the company does what it does. If they're making things, how do they procure their supplies, and what's their manufacturing process? If it's a technology company, they're going to look at the process of developing code, how the teams are set up, and how they design and build. If it's a services company, they're going to look at the different aspects of the business and how those services are delivered. They're going to look at the sales process. It's really process oriented, and what they're looking for is the areas where they can come in and make changes that will make the company more profitable or help it grow.

That's an area where I think companies that have some sort of operating system and are working with a coach are very well prepared, because they can show a very thoughtful process for how they've built the company. It doesn't mean the buyer won't come in and think there are things they can change, but it positions the company very well.

The legal diligence is really looking at things like vendor contracts, intellectual property, invention assignments, organizational structure. If you think of all of the legal aspects of a company, both inward and outward facing, the buyer is going to do diligence on that.

Typically, you get halfway through the diligence period, the buyer is comfortable that they're validating a lot of what they thought when they signed the LOI, and then the lawyers get involved and start moving towards negotiating the definitive purchase agreement. It's going to be structured either as an asset sale or a sale of the equity. There are different provisions implicated in those types of deals, but generally you're then negotiating the purchase agreement, which will have the material purchase terms: if it's all cash, or cash plus equity, or cash plus equity and an earnout, you'll negotiate those terms. The reps and warranties are what they sound like. Basically, the seller is making certain statements about the business and disclosing certain things. Then working capital and indemnification are other big areas, and we can drill down as much as you want on those.

Those are the things you're negotiating in a purchase agreement. Then you get to the end, where you're doing the ancillary documents, whether it's an employment agreement, a consulting agreement, a lease, anything related to the transaction but outside the core purchase agreement. Then you get to closing, the money is wired, and depending on whether the owner is staying behind or going off to do something else, that's the next step after that.

Bruce EckfeldtThat was great. A couple of questions in there, just to help the audience. You mentioned asset versus equity sale. Give us a sense of what those mean, and which types of exits go which way, for what reasons.

Chad WilliamsThe factors that drive that decision are generally the buyer's preferences in terms of how they like to do the deal, and how the seller views the deal from a tax standpoint. From a legal standpoint, if the buyer is acquiring the equity, they're essentially stepping into the shoes of the previous owner. So any liabilities, anything that happened in the past, positive or negative, would essentially be assumed by that buyer, unless they specifically carve it out of the deal. In an asset deal, you're essentially buying whatever assets there are in the business, and typically you're leaving liabilities behind. There's a whole variety of ways in each of those deals that you can make changes within the purchase agreement that change the overall nature of it.

One reason a party might want to buy the equity as opposed to the assets would be if there are contracts with assignment provisions that would require the seller to go out to all the counterparties and say, "We want to assign this to a new buyer." That can become a complicated process that exposes the seller to risk. If those contracts don't assign, does the buyer still have to move forward? And it could cause disruption to those relationships.

There are all sorts of factors there. If the buyer is acquiring the equity, and the contracts don't have a change of control provision saying that if the ownership of the company changes, the other party has to be notified, then in most cases you might not need to let the other party know. As long as the company continues to perform and do what it needs to do, there's usually no problem. But there are both business considerations and tax and financial considerations in terms of why you would structure one versus the other.

Bruce EckfeldtHelpful. I'm curious about high-level deal points. When you first start working with a company, say before they even have an LOI, and they come to you saying, "Look, we'd like to exit at some point," what are the big questions that come to the table? The type of deal you're going to do, the big terms that need to be discussed at least directionally, so you can advise them on how to shape the deal, what type of deal to look for, and what to focus on when they get into actual LOIs?

Chad WilliamsGreat question. That's why, if at all possible, I'd like to get involved a year in advance, because there are a lot of things we can do both for the individual owner or owners and for positioning the company for the process of going to market. At a high level, and this is going way back, I was always a fan of Stephen Covey, and one of his principles was "begin with the end in mind."

So usually, if I'm having a conversation with a client who's a year or more away, I'll say, "Think about what a perfect deal looks like. What's the dollar amount? What are you left with after the fact? What are you doing? Do you stay on in some capacity? Do you have a plan for what you do after you sell?" I really try to get at the mental aspect of the transaction, so the owner can be very thoughtful about what that looks like. Sometimes owners have a number in mind, but when they run through the tax and other issues and see how it nets out, they say, "Wow, that number is not what I expected, and that's not going to work." So doing that work up front, to know what the numbers have to look like, is important.

Usually you're dealing with somebody who's built a great business that's producing cash flow. They may be running a lot of things through it. The line between business and personal starts to get blurred, and then all of a sudden they wake up, they've sold their company, and they don't have any of the infrastructure they once had. They might have had an assistant helping with a lot of things. They might have all of their emails in one place. So there are a lot of things that aren't necessarily part of the legal side of the deal, but that people have to think about.

In terms of preparing the company, one of the things I like to do is work with clients on building out a diligence data room, so that when they're ready to go, 80% to 90% of what any buyer is going to ask for has already been organized and put in a data room. Number one, that sends a message to the buyer that we've been very deliberate about this. We're prepared. We're on top of our game. Number two, it creates fewer distractions for the team when you go to sell. If you're going out and shopping the company and then negotiating to a close, that could be a 12- or 14-month process. The actual negotiation of the deal is maybe 90 days, but a lot goes into it, so you want to be as prepared as you can.

And then, as I said, the last thing is thinking about what you're going to do after this is done. The money is great, but if you don't have a plan... Most entrepreneurs are type A people who are very creative, but they're also used to having a goal and something they're working toward. I've met a lot of successful entrepreneurs who have sold a company, and when you talk to them six months or a year after they've sold, they're itching to find the next thing to work on. So if you can have that mindset going into it, I think that's important.

I think it's also important to have a walk-away. Once you get into negotiating a deal, there are buyers out there who, whether they find something in diligence or the market shifts while you're in the process, start to whittle away at what you thought the number was, and then it becomes something different. Sometimes the seller gets into a situation where they just want to get the deal done. I think going into a process, you have to know, "These are my non-negotiables, and if they start to change, I'm going to shut it down, regroup, and do something different."

Bruce EckfeldtLet's talk about that a little, because I've certainly seen that happen. What do you need to do to maintain that ability to walk away? I certainly see situations where people get so caught up in the process, they're so invested, they've put so much time and energy into a potential deal. In some cases, I've seen businesses start to deteriorate a little because they take their eye off the ball, and now it's, "I'm going to stop this process, and I've got to go back and clean up the company." It can be pretty dramatic. What do you see good sellers do to maintain the power of being able to walk away if the terms start going in an unacceptable direction?

Chad WilliamsI think first it's being honest about what's driving the decision to sell in the first place. If you're burnt out and you've gotten to a point where you're ready to move on to something different, that may be very different from someone who loves what they're doing and can see the next 10 years of growth, but is presented with a great opportunity to, say, sell 80% of the company, hold on to 20%, and de-risk. A lot of times an owner has the vast majority of their net worth tied up in the value of their business.

So it's really being honest and clear about what's driving the transaction, and then communicating with all the members of the deal team, your advisors, your senior executives, whoever else is involved: "Look, these are the things we must get out of this deal. These are the things that are nice to have. As long as our must-haves don't start getting whittled away, we can negotiate on the fringes on some of these other things."

Have that core list, so that if a buyer starts to push back on material deal points, you just say, "No, we won't do that," and be willing to stand behind it. If you say no, you don't want to play games where you say no and then, if they won't give in on the point, you go back and negotiate. Once you do that, you've really lost any leverage you have. So it's being very clear about what the objectives are and not deviating from them if you can avoid it.

Bruce EckfeldtI've seen some pretty complicated deal terms, and I'd be curious to get your take on how you advise around them. There's cash at sale. There's deferred payout, a note or some kind of fixed payment, sometimes collateralized, sometimes not. There's earnout, which is based on company performance. And I've seen executive agreements where founders stay on and there's additional money to be made, but more in their role as ongoing CEO or as part of the executive team.

So there are lots of ways to make money on a deal, but they all have different hair and complexities. I've seen a lot of situations where the number looks great, but because it's sliced up in all these different ways, it requires people to stay on, and they haven't really thought through what that means. They're six months post-transaction and they think, "My God, I can't do this anymore," but now they're stuck, because they have to stay on to earn the rest of the money. How do you help founders think through those different options, the consequences and the nuances, so they really understand what the valuation is and how it's going to get paid out?

Chad WilliamsGreat question. The first thing I always advise is: if the only money the seller got out of the deal was the cash at closing, would they still do the deal? Because all of those other aspects carry varying degrees of risk. As you said, the cash at closing is what it sounds like. It's the money that gets wired to your account the day you sign the paper and close. Everything else builds value on top of that.

If there's deferred consideration, where it's literally a note or timing-based payments, you want to try to get those as locked up as you can. If you're selling the equity, you might get a pledge of that equity back, so that if there's a default, you would take some of the equity back. Or if it's a large enough buyer, you might be confident they've got the ability to back it up, but you might look for a guarantee from a parent entity or something like that. Although it's paid out over time, that's typically fairly secure.

Everything you get from that point forward has even more risk. On earnouts, there's a judge in Delaware, and I remember reading this years ago in an opinion about an earnout dispute, who referred to earnouts as "full employment for lawyers." Meaning, basically, if you have an earnout in your deal, there's a very good chance there's going to be some dispute.

Bruce EckfeldtI love it.

Chad WilliamsEarnouts usually involve the future performance of the business, based on variables that are unknown. For example, if you're selling the company and you're not going to stay on, you're now relying on whoever is buying to perform in a certain way that will produce the outcome you're looking for. Even if key employees are staying on, ultimately someone else is going to be making decisions, and they may not make the decision that maximizes a short-term earnout. It might be the right decision for the long-term growth of the company.

So whenever you have an earnout, you're always negotiating around those things. If I'm representing the seller, I'm saying, "Look, we want them to guarantee they're going to continue to run the business the way you run it today, and if they don't, you're not going to take the detriment." Very rarely will buyers agree to that type of provision, so you have to negotiate some guardrails around what they will and won't do. I've had cases where we knew going into the deal that it was going to be an issue, and when it did become an issue, at least there was a mechanism in the agreement to contest certain things, dispute them, and try to resolve them in good faith.

A lot of times, you'll also have owners who get equity in a deal. They'll roll over equity and have some interest in the future performance of the company. You want to make sure that equity doesn't get diluted or sit so far behind the rest of the equity that it's really valueless.

And if the owners are staying on in some capacity, whether a formal employment role or a consulting role, you want to be clear about the terms. Sometimes, if it's just a short-term transition, maybe 60 or 90 days, there won't be additional payment for it. The buyer's expectation is that the sellers will be available as needed to answer questions and make a smooth transition. If it's longer than that, a lot of times you want to negotiate the right compensation arrangements, and if there are options or additional equity the individual can earn, you want to negotiate those things.

Your question is great, because that's where there are a lot of ways to increase value. If you're really trying to get a premium valuation, you might get the cash portion locked up, and then for everything above that bottom-line number, you can try to create incentives. Negotiating those is great too, because in the perfect situation, the buyer will love paying that out, because it means the business is performing. So you really want to try to align incentives when you're negotiating those aspects of the deal.

Bruce EckfeldtI've been involved in a couple of deals where founders are going off and doing other things, and retaining IP, or even potential clients, non-competitive clients, or having non-competes of various sorts. How do you think through the non-financial deal terms that may affect the value of the deal for the seller? Things the buyer may be fine with that actually increase the value for the seller, knowing, "I can go off and take this IP into a non-competitive market," or "Maybe I can take some of the clients that aren't core and provide other services." How do you find opportunities around that part of the deal?

Chad WilliamsIf there's intellectual property or a business interest that's tangential and completely unrelated, buyers are not going to care a whole lot, except that they want you to disclose it, explain what it is, and give them some comfort that it's truly not competitive and not leveraging any assets of the business they're acquiring. But as you can imagine, from a buyer's perspective, they want to know they're not buying a business and then basically funding their competitor right out of the gate.

So if it involves selling to the same customers, or involves people who worked for the business being sold and might have knowledge and something to contribute, the buyer may start to ask some more questions. The earlier in the process a seller can say, "Hey, this is what I plan to do after I sell the company. I don't think it's related," and have that conversation, the more you can avoid the 11th-hour issues that come down the road.

As you said, a lot of times, especially if the seller is cashing out and isn't going to be involved in the business going forward, the buyer is going to ask for a non-compete. When it comes to employees, courts are now more reluctant to enforce a non-compete, whereas non-solicitation, trade secret, and intellectual property assignment provisions are generally viewed as more enforceable, even against employees. But when it comes to someone who's selling their business, courts are not only going to enforce non-solicitation, trade secrets, that type of thing, they'll also enforce a non-compete.

So what you want to do there is negotiate a couple of things. One, if there's a default on any contingent payment, whether deferred consideration, earnout, equity, anything like that, the seller should be released from the non-compete, so that if they're not getting the full benefit of their bargain, they have the ability to go out and compete. That provides a check on a buyer who might otherwise violate some term in the agreement.

Absent that, you want to try to tailor the geographic scope. Is it nationwide? Is it only within a particular region that you can't compete? And then the duration: how long is it going to last? Even in the sale of a business, unless there are unique circumstances, the longest term you typically see in the market is maybe five years. It could be anywhere between two and five years.

Bruce EckfeldtAn important one. Similarly, reps and warranties have come up in a few deals I've seen, where they can be, if not meaningful, at least worrisome from a seller's point of view. Whether it's getting those really locked up or getting some insurance, how do you handle reps and warranties? That's one thing sellers don't think a lot about: they're going to be on the hook, and they're going to have to maintain some liability in many cases.

Chad WilliamsThat's another reason it's helpful if we can get involved a year or more before the deal, because we can essentially do our own diligence on the company, look at all these things, and identify potential areas of risk. The way to think about reps and warranties is really as an allocation of risk between the buyer and seller.

The reps and warranties will cover everything: that the company was organized on a particular date, that the owners are who we say they are, that the financial statements have been prepared in accordance with GAAP or some other accounting methodology. Then you'll make reps and warranties about things like labor and employment, contracts, intellectual property, environmental risks, all those sorts of things.

In the process of negotiating the agreement, if you identify specific issues in diligence, they'll be disclosed on a disclosure schedule. That basically says both parties were aware these things were out there, and in many cases it will cut off a claim from the buyer down the road that they didn't know something. So to the extent you can disclose things during that negotiation process, it's important.

Then you get to the indemnification provisions, which say who has the liability if a party has breached one of those reps or warranties. Within that negotiation, you're going to negotiate things like a deductible and a cap on certain types of liabilities, and the buyer will often ask for a holdback of some kind for some period of time, so that if claims come in, there's a pool of money sitting there and they don't have to go back to the seller and try to recover.

One product that's come up within the last decade or so is rep and warranty insurance. The value it provides is that instead of having to park, in some cases, a couple million dollars in escrow or some sort of holdback, the seller gets that money, and the buyer gets the assurance that if certain risks materialize, there's an insurance policy they can make a claim on and recover from. You pay a premium that's usually a fraction of what you would otherwise hold back in a deal, and you've really addressed the issue from both the buyer's and the seller's perspective.

Bruce EckfeldtI'm curious what else you'd recommend for sellers who are early in the process. Other things that are good to do early that will make the deal process better, make you more viable, or improve valuation. A couple of things you really advise companies to do sooner rather than later.

Chad WilliamsA couple of things. One, a lot of times owners have a network of other entrepreneurs and business owners they know. If you know others who have sold a company, it's good to talk to them and get their perspective. When they went through the process, what do they wish they had done differently? What did they do that they were glad they did? Get that type of feedback.

The second thing is to build your team far enough in advance, both internally and externally. Internally, who are the people you're going to rely on to respond to diligence requests? The buyer is going to look at them as critical members of the team. So you want to make sure they have incentives to assist in the process, and that you can bring them in confidentially, let them know it's going to happen, and they're not going to take their eye off the ball. Maybe design some sort of incentive plan where they get part of a bonus when the deal closes, and part of it as a retention bonus if they stay on. That will help with the buyer, because they know there's an incentive already established.

Externally, it's finding your accountant, your lawyer, and, if you're going to use one, an M&A advisor, either an investment banker or someone who's going to help shop the company. Doing your estate planning, and any tax planning you can do to minimize taxes. You want to do all that before you have an LOI, because once you've got an LOI in hand, you really limit what you can do, particularly on the estate and tax planning side, because the value has essentially been set in an arm's-length negotiation. So those are some things you can do very early on.

If I get involved at least a year in advance, we'll do what I said: our own diligence on the company, and build out a data room. Sometimes clients will even do a quality of earnings review so they can identify any issues that might come up with a buyer, and either address them now so they aren't an issue when you go to sell, or at least be aware of them, so that when they come up during diligence with the buyer, you have an answer for how you want to solve them, or you're not surprised.

Doing all that work in advance levels the playing field, because again, you're dealing with buyers who have a lot of experience doing deals. I would say most don't want to get off on the wrong foot, because they're buying your company because they think it's great and believe there's value there. But I've definitely seen buyers who are a little unscrupulous, who will put that big number out there in the LOI knowing that once they get into diligence, they're going to find things that will allow them to whittle away at it. So the more the business owner can do in advance to protect against that, the more confidence they're going to have going into a process, knowing that the number is the number and the buyer is not going to play games once you get into the negotiation.

Bruce EckfeldtI'm a big fan of getting everything on the table up front. Get all the skeletons and all the issues out early, because once you do and you've got a number, it's much less likely you're going to get a haircut later. If you hold onto these things, hoping they won't find them, or thinking you'll deal with them later, they just become excuses to take 10%, 20%, 30% off the price. Excellent. Chad, it's been a pleasure. If people want to find out more about you and the work you do, what's the best way to get that information?

Chad WilliamsYou can find me on LinkedIn, or at my website, www.lambmcerlane.com. If people have questions about the M&A process or just want to connect, I'd be happy to talk to them.

Bruce EckfeldtGreat. I'll make sure all of that is in the show notes. Chad, thanks for taking the time today. It's been a pleasure.

Chad WilliamsGreat. Thanks, Bruce. This was great.