EP 47 - Interview with Jim Rolfe (ESOP lender) with CIBC Bank US out of Chicago, IL

Good afternoon, everyone. I'm the ESOP guy and thanks for tuning in today at the journey to an ESOP. This podcast was created and produced for folks that are thinking they might want to use an employee stock ownership plan. As either a growth strategy or a succession strategy or an exit maybe even of their business, or combination of all of those strategies. And what we found through the process of doing this podcast is there's just really a lot of information and a lot of things that companies and selling shareholders need to better understand as they go through the process of, of going through to convert their businesses to an ESOP. If you're new to the podcast, I wanted to say welcome and please check out our website at journey to an ESOP.com. Where you'll find all of our podcast episodes, um, because there's a lot of topics in the, the, on the episodes and there's might be things that you might, might be looking specifically for. So today's episode is gonna be titled Issues Related to Lending to ESOPs in uncertain times. To do that, I'm gonna have the privilege and the opportunity to interview Jim Rolfe with CIBC Bank USA out of Chicago, Illinois. Jim's background includes being the managing director and market lead at CIBC Bank USA, which is the bank with a US presence from Canadian Imperial Bank of Commerce. They're the 4th largest bank in Canada. Jim's been with the bank for 12 years. He has worked with privately held businesses for 31 years in his career and has developed really a niche in lending to ESOP companies. So with that, I wanted to just welcome you to the podcast, Jim, today. Thank you for joining. Phil, thanks for having me. As Phil mentioned, my name is Jim Roth and I am the managing director and market lead at CIBC Bank in Chicago. I've spent the majority of my 31 year career working primarily with privately held 2, 3rd generation family owned businesses by providing financing solutions and value added banking services to these companies and the principals. I've been working with the same professionals for the majority of my career. Of my career at the Exchange Bank in Chicago it was acquired by LaSalle Bank in 1990. After La Salle's purchased by Bank of America 07, myself and my colleagues realized our business model was serving our clients was very different than BFAs, and 3 of us opted to leave BFA to go to the private bank. The Private bank was a $4 billion bank at the time with 400 employees, and over the course of just under 10 years, we built the private bank into a $21 billion institution before selling the bank to CIBC in June 2017. CIBC has been around for 150 years, and Chicago is its US headquarters. We have 46 strategically located offices throughout the US and across 17 states. Finally for our third quarter stats, the US operations average loan portfolio stood at approximately $32.9 billion and the average deposit base was approximately $28.1 billion. In addition to commercial banking, we have specialty areas of financing which include construction, engineering, insurance, innovation, asset-based lending, financial institutions, community associations, not for profits, security alarm professional services for law firms and accounting firms, higher ed, and environmental services. Cool. Well, that's, yeah, you guys cover the gamut. Um, when we get into the, the conversation today, I know you guys um do a fair amount of ESOP lending. How, how would you describe your ESOP, um, lending services in the in the US? So the ESOP community is a fairly incestuous community in general, and there's not enough ESOPs to necessarily dedicate a full group 24/7, but you need somebody within the bank that knows how to handle ESOPs when they come up because there's only about 700 to 8000 ESOPs in the United States. I got involved in the ESOP community approximately 10 years ago when one of our former customers of Lasalle decided to convert to a 100%. We all learned from the transaction, and the ESOP seems to provide an excellent solution under the right circumstances. In most cases, the ESOP is similar to a private equity buyout in that it is a leveraged transaction, but it is radically different than the run of the build buyout by a PE firm or a strategic buyer. What attracted me to the space was not only the business model for financing the company. Which is creating a long-term relationship, having the ability to refinance the seller note, provide wealth management services, but I found the characteristics a lot more compelling than the typical PE process. The owners stay involved. The owners care about their employees. They're not looking to flip the company in 3 to 5 years. The obvious tax savings, and owners typically don't want to open up the company's books if they go through a process to potential competitors. Furthermore, as we went through difficult periods in '08, we saw evidence that ESOP owned companies fared better than non-E Esop owned companies because the employees had a stake in the financial performance of the company. That's great. Yeah, I mean, I think some of the things you just talked about, the reason I like ESOPs too is, is I'd say they're culturally positive. They're, you're dealing with a very positive environment with the owner, um, and the team. I mean, when you're working with the lenders or you're working with the, the trustees, um, it's, it's a, it can be, and I, I would kind of caution to say this, but it kind of is fun to be involved in an ESOP transaction. Um, going along those lines as a lender, one of the things that we would circle, you know, as, as we think about a transaction is the risk of the credit risk that you go into. How, just from a, a general standpoint, how does the bank that you work with and how do you get comfortable with the credit risk behind an ESOP transaction knowing it's, it's got a fair amount of unsecured um collateral or it doesn't have as much collateral as a normal conventional deal. Well, I mean, look, the underwriting is similar to a PE buyout, as I mentioned before, in that it is a leveraged transaction. And in most cases, whether it's a partial or whether it's a 100% us, there's a good chance that there's going to be a seller note involved, which is deeply subordinated and we look at it as quasi equity. So your underwriting risks remain the same as a typical PED, but you have to have the benefit in consideration that they're not going to be paying taxes. Um, but what you have to consider down the road is when the repurchase obligations become viable because people become invested or people are over 55 and have 10 years of service and can opt for diversification. So those are some of the nuances involved with, you know, Uh, financing company, yeah, and those are, and those can be tricky for some banks and you know, as we go into, you know, the conversation today, you know, one of the things that um You know, as we've gotten to know each other a little bit, you know, the specific benefits you provide, you know you're in Chicago is your ability to lend into other physical locations in the United States where you may not have an office. Um, how does CIBC work through that issue of getting comfortable with not being, um, you know, in the, the location of the, the same area as, as a potential ESOP client that you might, that you might lend to? Well, first and foremost, if you're going to do an ESOP transaction, I don't care where you're located, you got to do with people who are involved in ESP community, because in the situations where you've had professionals who think they're EAP professionals, um, it ends up screwing up the transaction. So whether it's, you know, you're in the state or out of the state, you have to work with people who are experienced in the EAP community. Um, so that's my first point. Second point, technology has made it a lot easier for all of us to look at opportunities out of state, and we were doing that pre-pandemic. Um, I'd also raised the point, when was the last time you actually went into a bank branch? Um, finally, the pandemic has only amplified the case for us to be able to serve our clients and look at opportunities from a remote basis throughout the United States and into Canada. Uh, that being said, technology is wonderful, but it still does not replace a direct face to face with the customer and or a prospect. And to that end, I am confident once we get through this pandemic, which we will, we will be hopping on airplanes just like we did before the pandemic to visit customers and prospects. Yeah, so you, because it's, it's only a plane right away, you go see the client and the prospect and. Um, you can get comfortable with, you know, their business, their business model, the people, obviously you're underwriting, you know, the ability of the management to be competent and take care of the, you know, what they've projected as their, their business plan. So, um, and that, and that I guess says a lot for CIBC because I think there are banks that just are really uncomfortable with out of what I would call out of market lending. Well, I mean, you also have to take into account whether it's technology or not or whether it's in state or out of state. Some clients just aren't comfortable allowing any visitors. So, you know, again, again, again, it really doesn't, you know, play into whether we're in state or out of state. If they're not allowing visitors, they're not allowing visitors. So we're going to have to all adapt and pivot to this new environment, which, which we're doing, which I think we're doing pretty successfully. Yeah, well, I think it's all, it's a new normal for for everybody and I think that we've all gotten more Zoom meetings. We've all gotten more comfortable with just being able to, to um get comfortable across like the computer screen at who you're dealing with. Um, when you talk about dealing with a client, you know, that, let's just say we're, you're in Chicago and we're in Florida. Um, there, you see them without the COVID if, if, you know, issue just before all the COVID stuff. How do you feel, how do you get them comfortable with the process of having a bank that's out of state? Well, first of all, I mentioned we have, you know, 46 locations across 17 states. So there's a pretty good chance that we may have a calling office in that in that region. And if that was the case, my role would be to advise that local branch on how to structure the ESOP, but they should own the relationship because for that reason of being able We have boots on the ground, um, the client we typically want to see them and you know, proximity does matter. Um, so I mean we have to take a step back sometimes and just use common sense. Does it make sense for me to hop on a plane when I've got a guy, you know, in Miami that's 5 minutes away from this company. So, yeah, you gotta use, so you're leveraging your people, right? Yeah, you got to leverage the people and you got to leverage the knowledge base, just like, you know, if I had, you know, somebody in the steel industry, you know, a colleague of mine doing a lot of work in the steel industry, and I was looking at a steel prospect, I'd ask him, you know, what are the dynamics that I need to be concerned about when I'm looking at this steel prospect. So, and again, I've been working with the same people for so long. Trust factor that picking up the phone and asking for their opinion and not. And being willing to share that knowledge, it's, it's, it's, it's become like just part of our culture. Yeah, well, you kind of, you hit on this early on, I think when you're talking about this, you're basically talking about experienced people, experienced professionals, whether you're bankers or trustees or attorneys. That have experience with these financial advisors, yeah, exactly. That makes a huge difference in getting everybody comfortable. You don't want to be, you know, you don't want to be jumping into an ESOP deal where you don't know what you're doing at all or you're just tipping your toe in for sure. Um, yeah, so kind of like we'll, we'll focus a little bit on your underwriting process, um, when you go through, you know, what I would say is the first step would be you preparing a term sheet and on a potential deal. And you're collecting historical financial statements, tax returns. Um, what other documents would you need normally to get comfortable with a, with a potential new deal, um, going through that process? So I'm going to answer that by covering most cases, and it's a little bit different for a new EP versus the refinance of an ESOP or a refinance of the seller note in an existing maturity. So our typical checklist is, you know, the last 3 years of fiscal financial statements, preferably their audits, um, but we see reviews from time to time, um, don't really see too many compilations. Most recent interim statement with a comparison to the same period of last year. Uh, most recent AR and AP agents and inventorys reports, um, most recent budget and or projections. Top 10 customer and vendor list for each of the last 3 years in current interim. Um, certainly, if there's any material contracts the company may have with their either their customers and or their vendors, we'd like to know that. Um, if we're looking for personal support from the principals in the form of the guarantee, we're going to be asking them for, you know, updated personal financial statements and tax returns. Specific to the ESOP process, it's critical that we see the financial model. Um, it's critical that we know who the ESOP team members are, you know, the trustee, the lawyers, evaluation firm. And in the case of a maturity, we'd want to take a look at the repurchase most recent repurchase study and the evaluation report because you want to know that those repurchase obligations are claims on future cash flows, and we just need to factor that in as we look at. Our, our debt service over time. For sure. Yeah, and for, for those that are listening and you're brand new to ESOPs, your purchase liability just is when you have an existing ESOP company over a period of time, they're gonna end up owing the employees that are, that are potentially gonna be bought out over the next period of time. And so the company has to prepare for that repurchase liability and so Jim's gonna be underwriting that as a potential future liability in his underwriting process. Um, for those that are brand new, they don't worry about it, so. Yeah, I mean, Phil, when you're doing a new from scratch, you're really not worried about the repurchase obligation in the 1st 5 years because you're not going to have anyone in the 1st 5 years. It's only when you have a, you know. Typically what we see happen and this happens a lot, is you do a loan and you do it for 5 years to a new EP that has a seller note, and by year 2.5, year 3, they're coming back to you and saying, you know, we've delevered. Would you consider us allowing to re-lever by paying down the seller note. And in most cases, if the company's reforming, we do that. But what that is that brings that brings into the repurchase obligations because if you extend for another, you know, 5 years. Here's where the repurchase where people will have been invested and so there may be claims on cash flows. Exactly, right. So just kind of that becomes common sense when you get to that point. Um, so when you go through the process, you collect the information, uh, what point, like how long does it take you to go through the underwriting process when after the client gives you everything or the, or the advisor gives you everything to start underwriting to get you to a term sheet phase? Well there's there's there's a lot of dialogue between us and the financial advisor, uh. Some, some dialogue between us and the trustee, although not a lot, um, and a lot of dialogue between us and the company. Um, we always ask our, you know, ourselves the question, why does this company exist? Um, you know, why are they critical to their customers and most importantly, how sustainable are the cash flows. Um, the other aspect that we look at really hard is the people involved, is the ownership involved. Are they staying on? Are they committed? Do we trust them? Do they check out? Because at the end of the day, and we'll talk about this a little later when you ask me about you. There's a lot of documents, any transactions. But documents have never paid back any of my loans people out, so I can, can have the best documented deal in the in the on the face of the earth. But if I have a bad person on the other end, we're going to have some challenges. Mhm. Yeah, I mean, you, you're, you hit the nail on the head. I mean, it, it's like you could do everything right, but your job, you know, when you get down to it is look beyond the numbers and what's been put together and As a lender, you're concerned with the ability of that company to really generate cash and the owners, whoever's in charge, the character of them to to work through the challenges that always come in in every business. It's a it's a big time character assessment and it's amplified in stressful times because even desperate people do desperate things in desperate times and people that you don't, that you thought were entirely normal. Again, desperate times. Um, sometimes they surprise you. Well, in your job, I think one thing that I always try to point out to people is that the bank is, they have a very limited upside in the position they take and the upside is your interest rate. And the downside is much bigger and, and so you're absolutely, you know, in, in the place where if you, you just have to do your underwriting the right way and, and all the questions you need to ask and make sure you've, you've um thoroughly worked through that process and, you know, where I'm an equity owner my upside is the pro the profits of the company and I'm willing to take more risk. So I think it's all appropriate, you know, in terms of how you go about doing your underwriting. I'll say it a little bit differently. Um, if things go well, what's the best thing that happens to me? I get paid off and then I have to replace the loan. That's better. It's better. I don't get to enjoy the upside of, you know, a premium, but you're right, if things don't go well, then, then we've got, you know, potential principal and interest lost, and that it's not just that, it's the time involved that that just sucks you away from doing other things, other productive things because at that point, you're just trying, you're just trying to protect the bank. And, and again, it's not the normal conventional deal. You're, you're not, you're, you have a primary payment source which is your cash flow. You typically don't have a very good secondary repayment source, so you, you have a higher risk profile type of a loan compared to other loans that you're doing. You do, but, but you know, if, if you're paying a million bucks in taxes, you know, that that becomes, you know, cash flow that you now have available, and you can either get your loan paid back faster or maybe you can put a little bit more leverage on. I mean, that's one of the beauties of the is that. There's there's no taxes, and so all that money that is being generated and therefore pay for taxes don't have to go pay for taxes. So what are you going to do with those funds you're going to pay down or you're going to be able to carry a little bit higher debt load. Bingo, Jim, you said, I, I've told so many banks the same thing and, and a lot of banks across the country, they don't, they don't get that. Like there's, that's why you should do the stop lending. And I mean, I guess. Good for you because honestly, I, I, more bankers that I talked to don't get that idea. Hey, you're gonna have either way they like it or not, they're going to have a succession and an exit of an owner at some point. And if you don't deal with it early on, you already have a credit risk that you haven't even, you know, you're just avoiding, you might as well look at the ESOP as a better deal than an MBO for sure, because you have, you have pre-tax cash flows. It's like unbelievable. So anyway, I, I don't know why bankers don't get that, but that's, you hit the nail on the head. So, um, you know, look, at the end of the day, I pride ourselves on we're business people slash entrepreneurs first. That happened to be trained in credit and not the other way around. So we try to be creative in terms of how we structure deals and really, you know, 90% of the time that we're having conversations with customers, it's about their business. It's not about credit structure. Credit structure is important, don't get me wrong, but if I don't understand what's going on in the business and why this company has the ability to sustain their cash flow. Then we're sort of wasting our time. Exactly. You have to be able to articulate that to in your credit package. Um, so let's, let's talk about the, so that's a lot of the internal stuff. So we shift to the external. This is 2020 and we've had so many deals, so many weird things happening in the country, um, including COVID, of course, um, including now the election as we get closer to the, to the election. Um, how has all of this in your perspective affected the timing and, you know, interest in ESOP deals and, and why do you think those, that's changing in, in the marketplace? Well, Let's just be very blunt. Valuation is a very tricky item these days because of the COVID situation. Almost every income statement you're going to look at is going to have an asterisk next to it and say, you know, COVID-related effect, and you know, no one knows how long we're going to be in this environment. Um, you throw PPP in there and how that may be treated in acquisition process, and this whole evaluation, you know, methodology becomes very complex very quickly. Um, so that's, you know, which, which, which companies survive and which sort of limp along and can they limp along if there's still another stimulus, if there's not a stimulus, you know, that's, it's pretty important. Um. I'll tell you that, you know, based on history from an election perspective, what we saw in 2008 and 2012, there was a general fear that with a change in the administration to the Democratic side, that the capital gains rates was going to increase. So in response to this, you know, many owners decided that they'd rather save a lot of money in taxes by selling their companies. In 2007 and 2011 before the capital gain increase took place. I'm not suggesting that you rush and sell your company to save taxes, but what I am saying is that could be the one factor that pushes you over the the goal line on whether you wanted to sell a company or not. If you were thinking about selling it, that may be the one, you know, catalyst to make it work, you know, to make it happen, um. I think from, from a lending perspective and frankly, from a trustee and DOL perspective, we all like to see steady cash flows over many years. We understand that every business encounters some down cycles and in my opinion, you know, we really focus on two areas when we're looking at lending money to companies. As I said before, you know, why does this company exist and is the business model sustainable? And do we believe and trust the management team in place. Um, so, I think I always go back to that because again it's the people. Yeah, I, I totally agree and I think that I, I like what you said about the, the election. I'm seeing that right now. I think a lot of conversations I've had with clients recently are just what's, what we think is gonna happen with capital gains, you know, as a CPA firm and even on ESOP transactions and, and we, you know, nobody can know exactly, but it definitely is getting people's attention. Um, when you look at a transaction and you look at the amount of potential additional taxes you would have. Um, coming down the road here. It is, um, definitely going to get people's attention when they're starting to think about um this becoming a reality. And the other side of it, what I'm seeing is, is, is the, the, the remembrance of the, the recession in '809 and the potential for a recession and, you know, a major recession from COVID. And sometimes the business owners like, hey, I don't want to live through another one of these and it's time for me to really transition my business. I think that's another catalyst. And you know, um, one of the considerations, um, which is always a consideration for EA is there is an altruistic factor, you know, in terms of the culture, an owner. These are not the perfect solution for every situation. You need an owner who believes in the company, who wants to reward the employees that helped him or her make the company successful, and has an interest in seeing it continue in perpetuity. He or she. Uh, unless there's a health reason, uh, or unless there's a, you know, family dynamic issue. So it's very different than a PEE situation where, yeah, you know, it's it's probably going to be flipped in 3 to 5 years. Right. Definitely and that consideration is or, or we're in that mode of talking or talking about something that's not just a short term, you know, process, we're thinking long term, we're thinking sustainability, the endurance, and the ability of the company to go into the future and Perpetuate itself and so that those jobs are retained, those, the individuals that have been there for the long haul are rewarded as well financially and, and that's one of the honestly one of the things I love about ESOPs is the owners have that mindset towards their employees and it's not just all about, you know, um a financial payday, um, of course, they want to get paid fairly, but it's, it's bigger than that and and they see more of a holistic approach to it. Yeah, and you know, in most cases, they're going to have some, you know, um some stake in the outcome because they may have a seller note, they may have a warrant, um, so it's um It's something that that the owners have to consider. Exactly. Um, kind of going into your experience with it, can you comment on the, the cost of an ESOP transaction from, from what you've seen? I get that question from everybody, how much is this gonna cost me? Well, candidly, it is not cheap. And that's why you need to be, you need to be committed to the structure up front. You need to do your homework. Um, we, we tend to tell our prospects and customers it's likely going to cost anywhere from $500 million to a million dollars. Yeah, wow. Yeah, because if you think about it, you've got a valuation firm, you've got a trustee, and really, really where it adds up is on the legal side because you have legal a law firm representing selling shareholders, you've got a law firm representing the corporate uh corporation, you've got a law firm representing the trustee, you got a lawyer representing the bank. Um, so a lot of lawyers, but the good news is if you work with the right team, these lawyers all know one another, and so they all, for the most part played very well in the sandbox together because they know if they don't, they'll be exiled from the group, you know, for sure, so that's a small group of people and and you know, and if, if you're representing the bank and you're being a jerk. Uh, to the, uh, the trustee's attorney, you know, you could very easily be on the other side of that transaction and another transaction. You just don't want to do that. Yeah, that's true. Yeah, you wanna be, everybody kind of works together and like you said, there's a small group of people in the country and that that kind of come together and a lot of the same transactions. Um, and so I want one last comment on that. I would say that, you know, I've been involved in a lot of private equity networking events and I sit on a couple, you know, boards that, you know, are professional boards, you know, for private equity. I have to say that the ESOP community is probably the most collaborative. No one's looking to hurt anyone. Everyone's looking to help everyone. It is truly a collaborative environment just like we're doing today. Exactly, right. I was going to say the same thing, I think, and that's my experience with this podcast is everybody is so very collaborative, very helpful, um, to take time out and, and try to explain to other professionals or, or of course, potential new companies, ESOP companies about the process and Um, so being patient with people and, you know, it is, it's very, that's why I like the, the positive nature of an ESOP deal is partly because you have team members that may be on the other side of the table, but they're, they're all working towards the same goal of helping, you know, get your ESOP done so. Um, when we think about, you know, the crystal ball question, Jim, is like, when we think about 12 months from now over the next 12 months, um, and people are in that mode, you know, of saying, you know, I think I really want to go ahead and try to transact in the middle of, of all the uncertainty. What would you say that they should be thinking about or being considering and going into an ESOP transaction as it is right now? Um, couple of bullet points, some are specific to COVID, some are just general, um. Make sure you're selling for the right reasons, um, whether it is again the altruistic nature, whether it is to diversify your holdings, whether it is there's health reasons, family dynamics, you know, chance for, you know, the employees and management to have a piece of, just make sure you're selling for the right reasons, um. Evaluation, as I mentioned earlier, is going to be very, it's going to be a tricky evaluation given COVID. You know, we used to rely, you know, a lot on trailing 12 month performance, but those numbers today are not as meaningful. Um, we, we are tending to look at run rate as opposed to trailing 12 months because run rate is, is more, I guess, real time. Um, can you, can you explain run rate before you jump into the next one? Sure, run rate, you can say, well, since March, you know, our operations since March have generated, you know, X amount of profits or since June or since, you know, once you feel like you've gotten over the hump. Got it. It's past the past it's more of a recency thing, but you know, I don't want to, I don't want to be, you know, so optimistic to say, OK, we made $100,000 in the last two months. So therefore, you know, you multiply that by 6 and you. annualized income. No, but, but, you know, the trends typically are businesses aren't linear, but you know, trends are trends and we have to examine that. I think another consideration is how, you know, stimulus and how it's going to affect if there's a second round and what the percentage of, you know, PPP loans that were granted actually got forgiven, because that will come with a consideration. Um, I think you need to be prepared that even in a normal environment, a new transaction at best will take 120 to 150 days, um. Given that we're we're remote, given the pandemic, given the uncertainty in the economy, given the uncertainty, you know, with the, with the global environment, I would push that out probably another 60, 90 days at least. Uh, and then last but not least, uh, you got to make sure you build the right team. I say that over and over and over again. You got to make sure you have experienced, you know, people, you know, whether it be bankers, lawyers, financial advisors, trustee, evaluation firms. Um Any one of those persons, people who are not experienced can screw up a transaction very quickly. Absolutely we've, yeah, and you've seen it, I've seen it. It's just, it happens, so you really do have to vet your, your professionals really well and make sure you've, you know, gotten references from people, really check those references out. I think that's really important. Um, you know, I'll I'll give you an example, and it's not to throw anyone under the bus, but a standing, you know, a standard corporate attorney. is not going to know all the nuances involved with ESOPs, even an ERISA attorney is not going to know all the standard nuances with ESOP. You need to find a firm that has an EO practice. Exactly, and talk to their clients, ask questions, uh, you know, you know, just, just like you would if you were, you know, hiring somebody and interviewing, you know, a person, you just wanna make sure you do your, do, do your due diligence on the professionals. Um, one of the comments I was gonna make on the PPP that just, I've just recently experienced is is really what they did on this one transaction is we just literally put the PPP piece in in escrow and until it's forgiven, then it's gonna be released when it, when it comes, when it does. Get forgiven and so we, that we dealt with that that way. And so you're gonna, you're gonna see things like that come out of a transaction and just being flexible. If you're concerning, if you're actually considering seriously doing a transaction, and I've got 6, I think I'm working on right now, but There's a lot of companies still looking at that as Jim talked about the catalyst. Um, just know that there's some, some of these considerations like it's gonna probably take a little bit longer, um, you know, the work that you're doing to kind of work through like Jim's run rate versus the twelve-month training. There's just a little, they're gonna be tweaked a little bit, but the key is just to really understand how you've been impacted by COVID and then adjust your people and, and your, um your, your presentations around that and, and just your expectations as well. So with that, Jim, do you have any like final comments as we wrap up? I mean, we, we, we covered a lot of ground, but again appreciate all that. But what would you say in summary to what we just talked about? Look, I, I, I like the concept of an ESOP. I like having employees engaged and committed and having a vested interest, you know, in the financial performance of the company. That being said, it's not the perfect situation for for every situation. And, you know, you don't want to, you know, try and pigeonhole it into something that that just simply does not work. But under the right scenario, with the right mindset, with the right people, it's a really good solution. You have to be committed to the process. You have to be committed to the fact that it's gonna take a lot of time, effort, and money to get there, right, and the rewards are there to, to kind of benefit you in the end as well, depending on your, what your goals and objectives are. Yeah, I mean, many companies, you know, you can look at it and, you know, from a retention standpoint and from a recruiting standpoint, they use it, it, it can be a very attractive. You know, benefit. So I mean, think of it as a 401k with company match. I mean, that's what an ESO is. It is a defined benefit plan in some ways. So, I look, I'd be happy to uh discuss ESOP structures and opportunities with any of your listeners. I, I so much appreciate you for having me and allowing me to share my thoughts on this podcast. Um, my email address is james. Roth ROL at CIBC.com and my phone number is 312-213-8738 and you can feel free also to reach out to me on LinkedIn. Awesome. Yeah, so, so for the listeners, please do that and um I think Jim's, you know, as we talked about experienced professionals as a lender, Jim knows what he's talking about and could be really helpful if you're just wanting to even pick his brain about potentially financing, you know, your ESOP transaction, be very helpful resource for you. Um, so, again, thank you, Jim, for your time today and just enjoyed talking to you from the ESOP lender's perspective. Thanks. I really appreciate it. Take care and stay safe. Great, thank you. So if you, uh, like the podcast, please subscribe and, and share it with a friend. Have a great day and we look forward to our next step on this journey to any.