EP15 - Taken- selecting the right advisor for your ESOP.

Listen, everyone, it's so good to be with you today and this is one of my favorite days to do a podcast. Today is Friday. Now, you may not be listening to this on a Friday, but if you are, I wanted to be the first to say, um, I hope that you have a great weekend. I know I'm looking forward to having a great weekend. Uh, I'm the ESOP guy. We are on this journey to an ESOP, and I, I've said this before, but I wanted to take a few seconds and just say thank you so much for those people. that are continually listening to this podcast. I really, over the last couple of months, I've had like this really cool experience of getting to connect with some people all over the country that have been listening to the podcast and, and they're all, you know, what's neat about this is it's been like this. You know, taking a very large population or a very large geography and you're, you're just talking to people all over the country and, and it's just different stories and different things that people are thinking about in terms of, of how their companies are approaching and utilizing the ESOP. And so it's really, it really has, has been encouraging to me. And so I can't say thank you enough. If you, this is your first time tuning in, I mean, thank you as well. And one of the things I say every time is just to connect you to our website because there's a lot of topics on journey to an ESOP.com that you might have an interest in in terms of listening. Uh, the one individual I talked to earlier today, he actually listened to or has listened to all my, my episodes. That was really cool to talk to him because In his business as they're thinking about different things, I was, we were able to talk about things and he kind of knew who I was right off the get-go. So that was a very interesting and a unique experience. So I can't, I can't say thank you enough. I wanted to start off today with this. I don't know who you are. I don't know what you want. If you're looking for ransom, I can tell you I don't have money, but what I do have. Are a very particular set of skills. Skills I've acquired for a very long career, Skills that make me a nightmare for people like you. If you'll let my daughter go now, that'll be the end of it. I will not look for you. I will not pursue you. But if you don't, I will look for you. I will find you. And I will kill you. Wow. All right. So, obviously, um, maybe not obviously, this is right from the movie Taken. And I got to tell you, you know, Liam Nielsen is awesome. I will find you. And I will help your company turn into an ESOP. Anyway, I can't do Liam Nielsen, but I really love that. Um, I love that line and if you haven't seen that movie, it's, it's very, very, um, I don't know, it's hard to watch, but it's also very intriguing to see um what he is able to do in the movie. So it's a really interesting story, but this, this episode is going to be entitled Taken. Selecting the right advisor. And really what I want to do in this episode, as you, as you start thinking about whether or not you want to continue to listen is, is I want to talk about, first off, the roles of the ESOP advisors that different roles and they do different things. And I don't think we've gone into those within the depth that they need to be. And I'm going to focus a little bit on some of the things that just experientially I have seen and the things that I think are maybe important to point out. In terms of what your expectation should be, and it may, this episode may lead you to ask specific questions to maybe qualify them, the, the roles of the different advisors more, more deeply or maybe really understand some of the limitations that you have. So, so hopefully that's, that's, um, and hopefully as we go through the episode that you're gonna find. Some valuable information and, and thinking, you know, smartly about how you build your team of advisors to help you with your, with your ESOP. As we have been doing, this will be coming up in the end of May, but we are um going to do our third webinar series on ESOP Guy Live. It'll be all about feasibility and what's included in that. So that'll be on May 26th at 2 p.m. If you have an interest in that, go to our website at journey to an ESOP.com and you can register right from there. And so with that, I just want to say again to you guys, thank you again for listening. Um, please subscribe to the podcast. If you can rate and review the podcast, that's always very helpful for people when they come in and look at it as a possible resource. And then if you think it might be helpful for somebody, you know, share it with a friend and, and, and we'll go from there. So, with this, I wanted to kick off the topic and really think about the, the idea behind an advisor and what they do. Um, with a couple of things, obviously, we're going to connect the movie, but the first thing I wanted to say is, is the whole thing about one of the things I've discovered in the, you know, and I've wondered about this myself, so I wanted to kind of make sure everybody understood this, the advisor OR versus the advisor ER, what is the difference? And what is appropriately used? So I know this doesn't really matter as much, but it, it bothered me for a while because I'm like, why are people using different ways? I will tell you that the, the predominant way to to have to, to entitle yourself as an advisor would be to use the OR. The ER was created out of the Investment Advisors Act ER of 1940. It applies specifically to registered investment advisors, so RIAs or investment advisor representatives, IAR. So, in the financial planning wealth community, it's going to be more appropriate to see probably ER, but in what we are talking about, and this is what we're going to say throughout the podcast, we're really talking about advisors OR. So I don't know if that's bothered you, but it's something I just wanted to throw out as a nugget of information. Now, let's get into the the the topic and we'll start with, you know, why did they use the movie Taken? First off, the movie. If you haven't seen it, it's really just warning you, it's all about human trafficking, so it's a really serious topic. And if you have a daughter, and it makes you even more, you know, like, serious or maybe even, um, you know, stressed out when you start thinking about it, it makes your skin crawl. And it's a series really, when you think about the plot line, it's a series of very unfortunate events that lead the main character whose name is Brian Mills, uh, who's Liam Nielsen, his daughter to be taken out in, and she goes to Paris, France, and she's taken Literally, and by really, really bad guys, like bad guys that you're just literally going, wanting to um make sure, you know, they don't walk the face of the planet anymore because that's the, that's kind of how it feels. Um you just totally, you know, understand that when you see that part of the movie, you're just like, oh, and so you really do want, um, and really crave this and sense of like, I want justice here. And so, Emotionally, you're already connected, right? Because she's taken and then there's this scene where he, it talks to the bad guys and he's like, look, um, he's like, you better give my daughter back. But he's like, what I do have are a very particular set of skills, skills I have acquired over a very long career, skills that make me a nightmare for people like you. If you let my daughter go now, that'll be the end of it. And so these guys should have listened to him because he literally just goes to France and he, and he just takes out everybody. And he, you know, of course, it's, you know, just full of, of constant action and maybe some unbelievable things, of course, but, um, you just kind of, the whole time you're just rooting for him to get his daughter. So all that being said, probably too much about the movie, but, um, where's the connection point? So the point of this is, as I go back to my own stories of my own life, I know that there's things that I am very capable of doing in this world. I know that there are things that I am not capable of doing. And most of that has to do with, you know, things on my around my house. I'm not capable of fixing things. I, I, I think I had told a story a while ago about trying to fix my own front door. It took me hours and hours and hours. It never really worked right. Then once we hired somebody to go install some doors at our house, the guy came in and, and fixed what I had done. It took me hours and hours and hours to do a really crappy job he did in a few minutes. And I was just like, what in the world is going on? And so, The idea is that, you know, of course, ESOPs are no different. You're going to have to have people that are going to help you. You're going to have to have people that that do different things and advisors that, you know, fill specific roles. And the question with that is always like who and what and how and making sure that you've got the really the right team in place. There's horror stories, you know, nightmares in the ESOP world about people being represented. By the wrong people. And the problem is the business owners really don't know any better, right? I mean, they're just, you know, I think one of the things about the podcast that I really hope for is that people know enough to ask the right questions, so that they do hire the right people. So we're going to start with, um, so we're gonna go over and start with the first group is the CPA firms. And probably because we're a CPA firm. So that's why I chose this one first. So, so what do they do for an ESOP transaction and primarily, The CPA firm that you have or another firm that maybe has ESOP experience is going to provide tax and financial advice. Some companies are already getting, uh, you know, the CPA firms already doing a review or an audit. So on the financial prep side, that's going to be important for the ESOP transaction. And there, where that comes into play is we need that information for, typically for due diligence. So sometimes it's like I don't have a financial statement. Can I still do an ESOP transaction? Yes, you can. It's better to have a reviewed statement or an audited statement because it's gonna add more credibility to the buyer who's the trustee. The second thing that the CPA firm could do for you is really manage and understand the tax side. So first off, understanding the tax side related to an ESOP and how that's going to affect the company pre-ESOP and post ESOP. The tax side relative to the transaction part. So part of that is going to include them understanding your tax retained earnings or your as an S corporation, your AAA, your accumulated adjustment account. And all the way up to the transaction, what we're gonna want to be doing, and this is something that we do as part of what we, how we support a client, is we're gonna want to be tracking with your last year's AAA and then the updates as we go closer and closer into the transaction because that's a part of, of the actual deal and getting into The specifics with, with how we estimate what that AAA is gonna be, is gonna be very important for the selling shareholder to uh to look at that correctly. Now, if you're a C Corp or an S corp, of course, there's gonna be tax planning around the entities that's gonna be important to incorporate. And then the 3rd or 4th thing that they're gonna want to do or maybe have the capability of doing is supporting you and creating a financial forecast. And so one of the things I wanted to say about that is that you really do want That forecast to be created around the valuation model that's being done with your, we're not there yet, but with the advisor that's walking through the transaction. The valuation model is very important and the forecast is central to it because it's going to be primarily based around the income approach method of, of the valuation and that's going to be based around the discounted cash flow, which utilizes the forecast. And other areas, we're gonna use the forecast to estimate the feasibility plan, the cash flow, stress tests, so of course, that's gonna be important. Um, we might use it to estimate the warrants and the SARS, we might estimate it to um understand and prepare for due diligence. So, so I'm gonna say that one of the things I would, I would say that you definitely want to be thinking about this really early in the process. And when we start thinking about qualifying. You know, these these different advisors, you do want to have a sense for where, whether they can support you in those things or not. What, how much ESOP experience do they have in understanding, you know, if, if they do, then great, because they already know you and you have this great CPA relationship. If they don't, you may want to supplement that. Um, one thing that's happened in different transactions is, oh, you know, do I have to leave my CPA to do this and if that, and if I do, I'm not gonna do an ESOP because You know, they're my best friend or whatever, you don't have to leave your CPA. You don't have to leave your attorney. You can just basically supplement the people that you need in order to get the transaction done and, and find, find the right resources and, and work your whole team together. Um, so, in some cases, people do leave their CPA and they do leave their attorneys and things change, but it's really up to you and how you do that. I wanted to actually put out or point out also on the forecasting side. That it might be helpful for you to go back to season one and listen to episode 5 about financial forecasting. I think I titled that Nostradamus, and it's just very kind of You know, a bullet point, you know, type of podcast of this is how you would maybe prepare a financial forecast. So, All of that is gonna kind of encapsulate the idea behind your CPA and your financial support relative to external advisers there. OK. So, the second one that we want to talk a little bit about is attorneys. Attorneys that do primarily in the ESOP world, two different things. Some attorneys will do both of these things. Some just specialize in one of the two areas. OK, so First off, let me just qualify this for a second, the ESOP attorney. is a very specialized, um, uh, you know, part of a very specialized attorney practice. And it, it is, it is a, an ESOP attorney that's really devoted most of their practice to this type of, of work. Now, some ESOP attorneys, um, get into this, go into mostly ESOP transactions. And so what they, they end up becoming are uh what we call the company side. And the company side are for Attorneys that are going to help write the plan documents, that's going to include an ESOP plan document, an ESOP trust document and a summary plan description to create the entity that becomes the ESOP and to create the rules and the rules that guide the retirement plan as the ESOP, so eligibility rules. Uh, vesting rules, all of those are going to go in what we call plan design. So there's attorneys that do a lot of that. Now, some of those, um, and there are other attorneys that actually represent the trustee on the transaction. And so what they're doing is They, they probably have a very similar skill set, but what they're doing is they're gonna look at the transaction and protect the trustee's interest in the transaction from a legal perspective. And so, for instance, as the trustee reviews the, the, the valuation and they review the fairness opinion and they review. The legal documents, which are the plan documents, they're gonna all filter that through the trustee's perspective in terms of that, and then he's gonna ask, he or she's gonna ask legal, their legal team for advice on structuring it, making sure that they, they're in within the department of labor's guidelines. So, like I said, some attorneys do both of those things and others maybe just focus on one or the other. And then within the ESOP community, there's also attorneys that do ongoing consulting and so sometimes ESOP companies as they mature, are going to need a legal counsel, especially if there's a problem with the Department of Labor. And so sometimes then the legal counsel or the or the attorneys are going to represent the the trustee in a in an issue with the Department of Labor, they may represent the company and and an issue with something that's happening within the ESOP. And so, So all of that happens within some of these firms. Some of these firms that are, are extremely large, they're all over the country, um, others are, as you'd imagine, smaller and a little more, um, you know, singular and a couple of partners and that kind of, so it def it definitely varies because you just like any other profession, um, it just, it just kind of depends. I've done a lot of, of podcast episodes with ESOP attorneys. I think that partly because They are extremely knowledgeable about the transaction side. They're, um, and that's what this epis, that's what this podcast is really about is this, this journey to an ESOP. So, If you are looking for an ESOP attorney, there's, you know, certainly a lot that are already kind of been debuted on this podcast and Um, I pretty much what, what we do on the advisory side as we get into this is definitely we'll be we coordinate with ones that we've worked with. And so everybody ends up having a bit of um experience with each other. So, for sure, that is, there's resources here on the podcast as well as, as other ways to find um ESOP attorneys that are qualified to To help. Now, in some cases, and, you know, I have a certain way of thinking about transactions because I'm, you know, that's the kind of like, kind of the way I've built our processes. So I know there are some cases that the ESOP attorneys just kind of try to basically do, they run the deal and everything else. Um, on the, on what we call on the sell side, which is represent the company on every aspect of it. And it's just a matter of what you're, you're comfortable with. I think there's a nice balance between um what an ESOP attorney does and also financial people. And when you connect that with, with a strong valuation background, I believe that's one of the reasons that we've, you know, that I've personally gotten more involved with ESOPs is because I have a very strong Valuation background. So the blending of those two pieces, um, what really kind of makes us a very strong team, um, when you're looking at who might represent you on the transaction. The third I want I want to mention is um representing or actually on the as we begin thinking about the buy side, are the transaction trustees, and the transaction trustees could become the trustee that takes over the ESOP plan, but they don't have to be. And so in this case, you are, you know, you're at the stage of the transaction where your, your advisor is going to help you find a trustee that works. And the normal as we start off the process is going to be, you're going to have some counseling or counsel related to not just finding the trustee, but also making sure you qualify the transaction trustee. As the, as their client, even though they're representing the buy side, you are engaging the trustee and paying, of course, all their retainers and their fees in order to represent the buy side of the ESOP to, to purchase it. So the transaction trustee and the independent trustee, when we think about the, the conclusion of this, which is creating the actual ESOP. Could be one and the same. Their job is to work through and we've done several podcasts on this, so you're probably familiar if you've listened to those, but work through the DOL process agreement to make sure that they've followed all of the rules and the regs related to entering into a potential transaction and making sure that the independence is there, and the independence is so important because The way that the Department of Labor looks at an ESOP transaction, it needs to have the independence between the trustee who has nothing to do with the company and there's zero conflict of interest, and their team has to have the same thing as well. So there really does need to be a very strong Um, documentable way of, of providing this sense of independence between the buyer, who's the trustee and their team and the seller who's the shareholder, and then their advisory team. So, getting into, getting into that a little bit deeper, we're talk, we'll talk a little bit about some things that, that you want to Make sure are part of what they bring to the table. So, the trustee, I think really should Um, let me, let me just start off with this in terms of qualifying the trustee. They should have a good amount of experience at doing other transactions. So one of the things that I do when we, when we start interviewing trustees is we'll get there, we'll get their bio, we'll get their resume, we'll get their, their background is get some references and just find out who they've done work for before. Most of them will likely have You know, ongoing existing ESOP clients. So those would be excellent clients to call and find out and qualify what was your experience like. And some of that isn't just calling the clients, but really looking at what clients they give you as far as references go is important because what that'll show us is what kind of companies they've been working with and how similar are they or how dissimilar are they to you. The other thing that I think is really important, and I'd say this is, if you, if you throw this out a little bit, I'm as an ESOP, as we go into the ESOP advisory role. It's, it's not about me. I know that I've put my face on everything as the ESOP guy and, you know, I'm constantly putting stuff out on LinkedIn, but it's really not, it's, it's really about the clients. And so my biggest purpose and, and part of the process I go through is I want to make sure that the client is very comfortable with the personality of the trustee. So some of the initial interview meetings are really to get a connection between maybe who I'm comfortable with, but really with my client and making sure that they're comfortable with because there's, there is a point that you are so deep into the transaction that it could really be difficult to try to keep moving forward if they're really not comfortable with the, the people and the, and the way that they're building their team. So, So I want to point that out. I think that as many things as we can look at and utilize and think about as far as qualifying. People are, are really are qualifying the advisors that you're gonna get into are really important. Now, once the trustee is hired, One of the things that they are going to do, and again, from independence is they're gonna be hiring a, an appraiser or a financial advisory firm. Um, this is a valuation firm that will do a valuation that is specific. To an employee stock ownership plan. And it needs to be like that, that first off, that firm that they hire needs to be uh an approved firm by the trustee. And they, the trustee has Risk related to making sure that they've approved that, that valuation firm at a, a sense of credibility and they, they feel confident whatever work that that valuation firm is going to do is gonna pass muster. It's going to be good and it's gonna follow the guidelines of, of, of what is expected on an ESOP valuation. And I think that's, that's really important. Now, The advisory role in that case, what do they do? The ESOP. valuation firm that supports the trustee is going to initiate for on behalf of the trustee, all of the due diligence work to understand your business, not just doing evaluation, but they're going to be asking questions that that supports evaluation, but they're looking for a lot of information, usually a 2 to 3-page checklist of information that's going to be really important for them to gather. And to review and understand and then be able to interpret. What that means, not only for your business, but also for your business's industry, for your business's geographic trends, and all of the, the hit not just the history, but the potential and reviewing that forecast and really looking at the reasonableness of the of the forecast. So, a lot of the work that we were talking about with this, with the financial advisors, um, the CPA, the financial people that support you, um, this is where it really will prove itself out. To make sure that those questions they're asking should really have been asked really early on in the process. So we're, we're going to keep coming back to that because I wanna, I wanna make sure as we put all these things together, we're putting them in the right place and we're continually, you know, connecting the dots between them. So as they work through their due diligence, um, the trustees also going to hire an attorney as we as we referenced, and that attorney in the evaluation firm that they're hiring, or they're going to be playing the role. And acting as the buyer in terms of their, their collaboration and collectively, all of them are going to do, do somewhat different things, but collectively, they're working to make sure that they're, they're doing everything appropriately. And so they're working through the trustee, but they're supporting the trustee in the process. The valuation firm that the trustee hires is going to have a lot of work in the due diligence process, a lot, typically a lot of questions and a lot of updates. One thing that you I'll point out is that once this starts with the valuation firm hired by the trustee, it really is important to be prepared because it's not going to end until the deal's done. They may be asking questions over, you know, you know, maybe redundant things and you just need to be prepared. Um, sometimes it becomes just a lot of continual follow-up. They may have just multiple questions in a lot of different ways. So being prepared is really important and that is gonna, you know, partly be part of this episode is just to understand the expectations that are going to be put on you. I recently listened to a uh Bank of America webinar and one of the things they were talking about, was making sure that you have built a uh an expectation within your, within the, the leadership group to prepare for this part of the transaction. And so the expectation is that, hey, this is gonna be a bit distracting. You're gonna have work that's gonna be have to be done in addition to the normal things you're doing. So, so part of the process of preparation of preparing for this part of the advisory piece is to make sure that you Um, you have you populated maybe a data room already with your advisor and you've also prepared your people for questions as they come. There usually is a site visit that's gonna happen that will pull all these people together where this, uh, the presentation happens with the company and questions are asked there, but there's going to be this ongoing follow up. The next advisor I want to talk about is just and, and I put this in, in this category is the banker. Um, this is a banking. Whether or not the bank is lending money in the transaction or not, and I'm gonna group this with banking, sureties, insurance, you know, these are your, these are your not direct advisors in an ESOP deal, but they're definitely a big part of it. And the bank's gonna be the, the biggest part about in terms of the understanding of whether they're going to have senior debt on the, on the transaction, which just means you're gonna want to finance a portion of the ESOP deal. So, The bank is also going to probably have their own counsel, so that'll be part of their, their advisory, but where do they come in now, other, some banks really do specialize in ESOPs and they're going to maybe come in on the front end, but primarily what the banks are going to do, and I, and I just did a podcast on approaching the banks, but it's really important to understand that not all banks really understand ESOP transactions. Your existing bank may or may not, but it's really important if you're going to look at financing the transaction that you, that you begin that process early on with the banks. And that's going to be, and I'm gonna tie that into some other parts of this episode because that's going to be really important in my mind, because one of the things I think is so important about ESOP is that it's a sustainable, it's a sustainable business model that is built around having very, um, Strong and really part of this episode is I want to really, really stress this part, really strong business relationships with the advisors that the company has, has built. And the reason I say that is because I think sometimes the focal point of an ESOP deal is, is so transactional that we lose sight of the importance of having very good relationships. Ongoing relationships with your, of course, your CPA firm which talked about ongoing relationships with your ESOP attorney, ongoing relationships with your good with your trustee, and Once you turn the corner and you have the transaction, that valuation firm that just did that evaluation will might will likely become the valuation firm that you use each year. So these are, these, these are business relationships. And so it's so important to really think about how I, I build good relationships with the people that I'm working with for a long period of time. So the banks no different than any of those others. I want to know not only that can they finance the transaction, but are they really capable of helping me as an ESOP company move forward? And I segue that into the really the last role, which is what we call the sell side advisor or the deal analysis professional or the person who's putting the deal together, the quarterback. And so, so this is really what I do for clients, you know, professionally, and, and this, when I look at this, I want to kind of point out, That in the, in this world that we're living in, um, the East and the ESOP industry, predominantly this is being, has been a function of many, many different and like investment banking firms. And I, I really want to kind of make sure as I do this podcast, I'm, I'm, I'm working through very clearly what the difference is in the experience and the necessity of having either an investment banking firm. Be the sell site advisor versus someone that does it like I do, which is a cell site advisor that puts the transaction together. Um, but I think primarily there's the, the main difference is whether or not you're going to be charged a success fee like you would on a typical M&A transaction versus a fee that's related to the work that goes into putting the transaction together. And so, The way that the, and the cost is such an important element and whether we like it or not, um, we all as business people have to think about the cost benefit behind it. Now, my main issue with this related to investment banking firms is that this type of transaction is not a normal M&A transaction. It has elements of an M&A transaction where You're collecting financials, you're doing due diligence, there's a buyer who's making an offer, there's a seller who's who's accepting that offer. But where it's distinctly different is that it's a regulated transaction with a finite group of buyers that have to qualify with the Department of Labor and, and do the transaction according to the Department of Labor's instructions, which we've all talked about as the DOL process agreement. So, Does that, that, does that mean like an investment banking firm can come in and go buy and go find a buyer that might exist somewhere in um some part of the country which you would never be able to source and get and come in and pay a lot more for your company than the other buyer? No. And if, and if they were doing that, then that would be wrong because you're only supposed to be selling your ESOP transaction at fair market value. And if you do sell it above fair market value, now you have exposed yourself to a possible DOL um audit and a, and a, and a DOL um finding. And if that happens, Now ask yourself who's on the hook. Now the investment banking firms made their money, and they're moving on to another deal. You, as a selling shareholder will be liable. The trustee will be liable, the valuation firm will be liable. So, and this is really a very good point and I want to make this as discreetly as I can because I'm not trying to, um, you know, make any major negative, you know, comments about anybody, but I believe that The reason this has come about, and, and I say this, the investment banking firms have predominantly provided this role in the marketplace is because there is a lack of education in the business community about the ESOP transactions. So that has prompted, I think, so much of this for me personally, to do a podcast that really kind of helps break all these pieces down to make sure that we're we're not making this more complicated than it needs to be. Now, having said all of that, I will tell you that there's, there are very large ESOP transactions, and there's a requirement for those ESOP transactions for a lot of horsepower. And I think, I think for those, for sure, I think they fit into that category. So I'm not contradicting myself. I'm just segregating out what I believe is very important for people to understand. For a smaller mid-sized company, you know, transaction where you don't have a, like, you know, just so many different parts and pieces that have to be really organized, then I don't, I don't think an investment banking firm, um, probably fits those types of situations because their costs are so high, and the potential for them to create problems where we've, they've overvalued or moved it forward in such a way that really puts people in harm's way. Um, what is going to be higher. So, so that's really a point I want to make and I want to try, I wanted to try to make that point in a way that was very succinct and just, you know, using discretion, understanding that this definitely is, I think, a, an aspect that I experientially have seen in the marketplace that I believe should be thought through. And so be thinking about that as you're selecting, you know, this person who does this or this firm who does this for you. It's really incredibly important to find the right one, because then that person or that firm leads you to all the others that we've just talked about, the trustee, the appraiser. Um, finally, I don't want to leave them out, but I think it's important to know that there's There's also very important post ESOP transactions and and concurrently with really two that I want to say as part of the whole, the whole process of putting a deal together. The third party administrator, of course, is going to make sure that the record keeping is done correctly, that um the 5500 forms are done correctly. Um, they're gonna have, they're gonna make sure that they have all the accounting correct. That's going to be an important advisor. And then the investment advisor, if there is a 1042 transaction, they would be involved early on in the process as well. And that's going to be firms that specialize in 1042 with understanding the QRP and how to make sure that they've set up those floating rate notes if applicable correctly. So when you think about this, go through and I'm just gonna kind of finish with a couple, a couple of thoughts on, on selecting the right advisor, as we've covered a lot of ground related to who they, who they are. Um, I think it's important, it does really start with understanding, you know, the people that you're working with. A lot of times people come. Um, you get to meet people at conferences and great, you know, find as many people as you can, really ask them a lot of questions and hopefully, the podcast is giving you, you know, ways to do that and asking questions. But I also, You know, really believe in, in asking one fundamental question, how do you get paid? And let them, let them talk, find out, find out that, and obviously, you know, sometimes I think it, it's really kind of like question that gets asked way late in the in the game, but ask it up front, just like what is it, how is you, as you're an adviser, just tell me kind of the process that you go through to get paid. Um, that can happen in an introductory call or, or you can, you know, do a Zoom meeting. Um, do a background check on people. I think that's always very helpful, like find their clients, find, you know, more information about their firm or who they work with, um, see if there's any cases against them, if there were any filed. I mean, there's, there's a lot of information obviously online that you can, you can find out um about, you know, issues or problems that might have happened with, with their firms. It doesn't mean they're not qualified. It just want you just want to have a good overview. And so with that, you, I think we have, you know, maybe a good overview of, of what, what it looks like to find good advisors. Um, I want to kind of, as we start to close this, I wanted to say, you know, at the end of the movie, um, you know, Brian Mills, you know, definitely rescues his daughter, and it's all in the nick of time. And, you know, it made me think though, because it's such a serious movie and I don't want to be flippant, but one of the things I wanted to point out in this podcast is, Um, and I don't do this at all ever, but is to, is to throw out a nonprofit that I have gotten to know a little bit. Um, they are in Florida and they're called Lifeboat Project, and their whole nonprofit is about helping the victims of human trafficking. So, I just throw that out because I think it's really important to be thinking about the world's problems. And if you have any interest in looking at helping out, they, and I've, I personally have, uh, I personally donate money every year to this. It's the lifeboatproject.org. Um, what they do is really phenomenal for, for helping people that have been victims of this. So as I said at the very beginning, um, we are doing our ESOP Guy live February, or I'm sorry, um May 26th at 2 p.m. and that's going to be on feasibility. So with all that, please, um again, thank you for, for listening today. Please rate and review the podcast, subscribe if you, if you think you want to keep listening, and um we will look forward to our next step on this journey.