In today’s market, automation is threatening traditional transaction models. Forward-looking business intermediaries, therefore, must embrace the change and pursue more complex transactions.
Intermediaries either discard distressed situations altogether or deal with inefficient and costly attempts at global resolution of subordinate debt.
Through simplified and frictionless reorganizations centered around highly-controlled short sales, we divorce top-line business value from underlying debt.
This creates successful exits for owners, returns maximum benefit to creditors, and delivers pristine, previously untransactable enterprises back to you.
An alliance with Second Wind lets you turn bad deals into great situations. The preservation of business value opens you up to a whole new field of strategic buy-side representation, brokerage or M&A activity.
At the same time, you’ll gain brand authority for being the industry professional who accomplishes what others can’t.
Leverage Second Wind’s transactional expertise to add value to your model:
—Creating pristine, debt-free enterprises
—Facilitating leveraged buyouts
—Scaling paths to closing
—Generating opportunity for strategic buy-side alliances
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So what we’re here to discuss today is Turning bad deals into great situations And what I want to start by saying is I Want to acknowledge that well as part of This speech I’m going to talk about Complex deals and and what we’ll call Easy deals or less complex deals but I Acknowledge that M&A professionals Constantly see difficult and complex Transactions even the easiest of deals Have some complexity to them whether That be something regarding the Outstanding lease or something from the Valuation standpoint there are a Thousand different variations to every Transaction every transaction is Different and M&A professionals are Constantly facing difficult obstacles When it comes to closing any sort of Transaction and because of that there we See a lot that M&A professionals stay Away from what they deemed to be Unnecessary additional complications as An effort to try to make sure they close As many of their deals as possible in The distressed space this often is tied To subordinate debt meaning that there Is either too much debt in a target Acquisition or the complex the Complexities of the short sale make it Difficult to get to a close so there Will be multiple creditors there which May require multiple consents so even if You are able to cram down the underlying
Value of the debt in order to get a Transaction done the ability to Coordinate all of the approvals and Necessary cooperation in order to get to A final closing hinders or disqualifies Any potential lead the flip side of that Is the many sellers in that situation List their business for the value of Their outstanding debt even if the Underlying business operation doesn’t Support that type of valuation so either The valuation is in line but the Complexities towards getting through a Traditional short sale Make the deal impossible or seemingly Impossible or the deal is impossible Because the expectation of pricing is Too high because people want to sell for Above and beyond their outstanding debt And in the distressed space the Underlying value of the business won’t Support that with second one consultants We have we believe we have an ability to Solve that problem in turn complex deals Into deals that are barely set our Saleable commodities that can close with Relative ease given the complexity of Any transaction but second wind Consultants we deploy the article 9 Strategic short sale and I’ll get into More of what that is later but what we The reasons that we do that is to Divorce the debt from the underlying Value of the business to streamline the
Process of the short sale in order to Require only the consent of one creditor Which is the first position creditor and Reduce the minimum pricing to the amount Of the liquidation value of the assets So what the article 9 does it preserves The underlying value it allows buyers to Come in at a reduced purchase price Aligned with the underlying value of the Assets and allows any additional Earnings to be paid out over time in Some sort of variable performance-based Component and the complexities of a Traditional short sale are streamlined By only having to deal with and get Consents from one creditor very briefly I want to talk stop and talk about Second wind who we are where we came From and have we stumbled across being Experts in the strategic article 9 short Sale process second one consultants is a Consultancy for the small and middle Market companies focusing on debt Limitation by conducting strategic short Sales we conduct a variety of different Short sales for all different types of Collateral from commercial Real Estate’s To any type of business personal Property that you can think of we Specialize in the article 9 UCC sale Because it covers most types of Collateral Although we will conduct short sales on A variety of different collateral
Structures and debt texts second wind Consultants was founded just over 10 Years ago by attorneys who once practice In bankruptcy law and our genesis came From our founders being bankruptcy Practitioners and seeing the failures of A chapter 11 system over and over and Over they would bring clients into a Chapter 11 and vast majority of times Those clients would would exit that Process without getting the relief they Sought when they initially started it is Known that about 75% of all a chapter 11 Fail filings failed to get to a Successful discharge and this results in Unnecessary liquidation of thousands of Businesses every year tens of thousands Of businesses every year and from this Our founders became exceptionally Frustrated and decided that there had to Be another way and over the past decade We’ve spent we’ve done thousands of Transactions in an effort to streamline That process and preserve the underlying Value of the business without without Having to go through the traditional Means of liquidation so we believe that In any distress situation that there is Remaining underlying though there we Used as an analogy a lot in our office But if someone falls behind on their Mortgage the mortgage company doesn’t Bulldoze the house the house has Remaining value that can be used to pay
Down the underlying debt and our current Regulatory climate we’ve created in the Business realm a pay or failed dichotomy Because the the process of the chapter 11 filing or complex liquidation yields All parties a a really difficult outcome Businesses need to be shut down in order To be liquidated by secured creditors Therefore when you shut down a business Its underlying value evaporates and we Believe that there has to be a better Way To be a middle ground where you can Preserve a business’s value while making Sure you’re maximizing the value to all Of the stakeholders and that is what a Streamlined short sale accomplishes so What yet again what is the bad deal Let’s define it let’s further define What a bad deal is I can bring that down On to three statements one is the market Value of the business is left less than The debt up so you go in to either a Target acquisition or a potential Listing you do a market valuation on a Business based on on its historical Performance and recent market sales and You come to a market valuation and that Market valuation is less than the debt Owed on the company’s balance Essentially put this is your classic Short set another option of a bad deal Is the cash flow of a business does not Support the debt service so the business
May not be in traditional terms Over-leveraged but because it cannot pay The debt it has as agreed it is in a Status of default and therefore is a Distressed obligation lastly is the Asset value of the business is less than The debt owed by the business so this is Very similar the first one but just in That the hard asset value is also less Than the outstanding business debt and Therefore the business is for accounting Principles consultant so our solution to That is that through a streamlined short Sale process you can bring second wind Consultants a business with good Top-line revenue and strong margins and We can reorganize that business through A Sheline short sale and provide it back To the M&A professional as a saleable Commodity in a matter of weeks so that Allows an M&A transaction list to value Opportunities based on revenue gross Margins and evena and not based on the Complexities of a balance sheet which May have a large capital stack on it Which would be a Under other circumstances difficult to Navigate how we do this is as I’ve Discussed through the article nine UCC Sale the article nine is part of the Uniform Commercial Code and the Uniform Commercial Code regulates the flow of Goods and services between businesses Assuming that most people on this
Webinar have conducted at least some Transactions and it would be difficult To get through any transaction without Having to have come across the Uniform Commercial Code the Uniform Commercial Code allows lenders to file liens or UCC Ones on their collateral in order to Protect their security interest in Article 9 of the UCC provides a Provision that first position you You see see holders also known as Lenders the ability to sell the assets Which are which can solve any liens and Encumbrances without the need for Litigation and foreclosure so this Article of the Uniform Commercial Code Is built-in for the benefit of secured Creditors and specifically first Position perfected secured creditors now What it does is it allows them to send Notice and subordinate UCC holders that They are going to dispose of the Collateral through a private sale that Note this is only sent to subordinate UCC holders and the transaction is Conducted in most cases as a private Sale at the end of the ten day notice if None of the subordinate creditors have Responded to that notice period then They the subordinate the assets are sold Brain clear and the UCC positions that Were on the assets are terminated by way Of the article 9 of the Uniform Commercial Code we have done thousands
Of these transactions and there is well There is recourse for subordinate Creditors supporting creditors only in That 10-day period can challenge the Underlying value of the transaction and Base which I’ll get into in a few Minutes in order to conduct an article 9 Properly the value of the transaction Has to be verified as adequate Consideration before the entire process Begins so it is process is a bit Self-regulating because while Subordinate creditors can challenge the Transaction in the 10-day period if the Transaction was conducted properly their Only ability to challenge the Transaction will have been predetermined And therefore the vast majority if not Virtually all article 9 sales will close Immediately after the 10 day notice The results from an article 9 sale we Call win-win-win-win me I’m sure you all Have heard of the win-win scenario well This is the women win-win-win scenario And let me break it down for you as to Why that is we believe in most of these Transactions and some might be the Exception to the rule where there are Other stakeholders but there are five Main stakeholders in any article 9 Transaction and all of them stand to Receive benefits from the conduction of An art become from conducting an article 9 transaction versus the alternatives in
The distressed space the first party is The first position secured creditor they Are a benefit because they are able to Sell their collateral for a praise value With no expenses other than minor legal Fees associated with the transaction and No long foreclosure process and no Expensive auction process which may Result in no one buying the collateral To begin so the first position creditor Is able to sell its collateral for an Agreed-upon value with very little Friction and very little cost the seller Is the second party and they also win Because they create a successful exit Where they otherwise couldn’t when they First came to the M&A advisor their Valuation was less than the debt Outstanding they knew they needed to Makes it they didn’t know how to get Through that exit by conducting an Article 9 sale you’re able to sell the Assets of the business in a short sale Scenario and because the entry price is It is crammed down to the horse Liquidation value of the business’s Assets it creates an opportunity for the Seller to to obtain some of that Additional value either through a Consulting agreement either through or Potentially and earn out something of That nature which allows them to create A successful exit that both addresses Their debt and allows them to earn from
The transaction the third party is the Buyer the buyer was able To acquire a business that would they Would have otherwise passed over in the Traditional M&A space and they were able To enter based on the value of the Business’s assets article nine sales Only require an upfront capital Injection equal to the value the Appraised value of the business’s assets Any additional value that they’ve Applied the to the acquisition is given To the seller as previously discussed in Some sort of variable earn-out so if That variable earn-out is actually Performed it means that the buyer was Able to enter in at an attractive price And they hit their ROI targets if for Whatever reason the acquisition doesn’t Go as planned They’ve only entered in at the value of The assets and can exit that opportunity With very little downside risk the Fourth the fourth party involved here Are all of these subordinate creditors These predators are whether they’re Banks or preventers or any any of the Like are able to write off toxic assets On their balance sheets so rather than Carrying these ongoing assets which if You’re federally regulated the financial Institution could have some regulatory Issues or to you know have a falsely Inflated balance sheet these creditors
Are able to bring conclusion to this Write off the debt take the tax benefit From it and if they are a vendor then Because we’ve been able to preserve the Value of the business and the business Continues on under a new entity and Ownership that vendor has an opportunity To preserve the future business Relationship because the business still Exists and lasts and certainly not least Is the M&A professional the M&A Professional wins because they were able To close a transaction that they would Have otherwise passed on and not been Able to capitalize on and it creates a Level of differentiation and compared Advantage within their market by being The M&A professional that knows how to Navigate difficult and complex deals so Between earning off of a deal that would Have otherwise been passed on and Establishing yourself as a savvy M&A Investor knows how to handle complex Deals the to have a compounding effect And are our fifth win in this Environment so I think it’s valuable if We take some time to go through an Example so I have a fact pattern up here Well this does look like somebody’s name It is somebody this is all made up it Just for the practical application here But let’s say you were representing a Buyer a strategic buyer potentially a Private equity group who has looking to
Seek add-ons to their existing portfolio They deal in manufacturing and may you Find Larry Lancaster’s manufacturing Company in Ohio based on its geographic Location and the customers it serves and Its relative financial performance it Would be a great fit for your buyer However you come in you meet with Larry You have some initial operations with Him signed NDA’s and do some due Diligence what you find out is is that Larry’s business has a current market Value of three million dollars its Underlying asset hard asset valuation is 2 million lips which all so far so good However a review of the balance sheet Shows that Larry Lancaster’s Manufacturing company has 5 million Dollars worth of total debt two and a Half million dollars owed to an SBA Secured creditor in first position and 2.5 million dollars spread across a Variety of subordinate secured creditors How we would go about this transaction Rather than just passing on it because It’s an obvious short sale 3 million Dollar valuation in the 5 million dollar Debt load we would conduct an article 9 Sale win The first position creditor in this case The SBA Bank we would arrange a sale Based on the asset value of roughly two Million dollars that that would allow The SBA bank to conduct an article 9
Sale and receive all 2 million dollars From that transaction which nearly pays Off the amount of debt that is owed to Them This would allow your buyer your private Equity group to enter in and a two Million dollar purchase price Acknowledging that the market valuation Is three million dollars at the time of Purchase that Delta can then be put into A 1 million dollar either consulting Agreement or earn out which is based on Performance for Larry Larry stays on as Part of the management runs the company Or helps with the management of the Company and if he hits certain Benchmarks whether its revenue or Profitability Larry will earn a million Dollars through his consulting agreement And/or earn it the SBA bank gets to Liquidate like I said because it’s an SBA bank they get their guarantee and The additional compensation goes to Larry through a variable earned out and That is also what gives Larry a million Dollars in which to address the Remaining debt that is outs then if Larry personally guaranteed any of the Remaining debt that was not addressed as Part of the sale he’s going to need to Settle his outstanding personal Guarantees and without having some means In which to do that Larry would have Found himself being insolvent and likely
Wouldn’t have done this deal to begin so By being able to structure an article 9 Sale which is in the benefit of all of The parties involved we’ve allowed we Facilitated the first position creditor In liquidating for their benefit which Is probably what they were going to do Anyway We’ve gotten Larry an incentive to go Through this transaction and so he’s Willing to come along because he knows That he can both create a successful Exit earn and not Pat and have a path in Which he doesn’t have to file Bankruptcy and this is where a lot of Transactional list in the distressed Space missed a key component here Larry If he’s going to file a bankruptcy is Probably going to file a bankruptcy Before he sells his business the only Reason he would sell his business is if There was a way for him to avoid that Level of insolvency or filing a Bankruptcy using the article mine and Getting him a vehicle in which he can Avoid that bankruptcy creates the seller Incentives so rather than just filing The chapter 7 and liquidating the Business in total because the business Is insolvent and Larry personally Guaranteed all of the debt this Structure facilitates an end result Where the buyer buys at an attractive Entry price Larry creates an exit he has
An ability to earn which allows him to Settle his personal guarantees and avoid A bankruptcy the first position creditor Our is it gets the proceeds of the 2 Million dollar asset sale and all of the Creditors whether its first position Subordinate position our stands to get Some sort of settlement from Larry Because he has the million dollar Variable earned out and therefore has an Ability English to address those debts So all of those parties benefited from This transaction not to mention the M&A Transaction list who was able to bring a Company that is a good add-on to their Buyer who they represented in the by Side representation so as I said before There are qualifications many of you Might be thinking well this could be Used just to abuse subordinate debt Holders and subordinate creditors and Just used as a way to not pay Outstanding obligations and I said to You before that this was a bit of a Self-regulating system and I want to go Into why that is right now so as I Stated before article 9 sale requires Adequate consideration for the assets Being sold this is done by conducting Appraisals where appropriate and Actually making sure that the valuation Of the business of the business assets Is accounted for in the article mine say So if the asset value outweighs the
Value of the debt owed to a secured that If the article 9 is done appropriately It would not be able to be sold for less Than consist an adequate consideration Meaning that there would be additional Funds available from the subordinate Creditors so because adequate Consideration is requirement of this and It has to be done by third party Appraisals there isn’t an option to use The article 9 in order to sell assets For less than what they are worth in Order to avoid paying the subordinate Debt also one of the requirements is That the borrowing business or the Debtor in this case must not have the Asset base or income to support full Repayment of the debt so a company that Has more assets than the outstanding Debt again and we just address that if You get those assets appraised it’s Going to show that they have more than Enough to pay their outstanding Obligations and an article 9 would just Facilitate all of the creditors getting Paid in full if that were the actual Situation likewise if the business has The ability to repay its debts it has Therefore has the assets in form of Intangible assets and they will also not Qualify for an article 9 sale last Component of qualifications is the 10 Days subordinate notice to creditors Which gives all of the subordinate
Creditors an adequate period of time to Challenge this accounting under the Transaction so if the first position Creditor didn’t obtain appraisals or Didn’t go through the process to make Sure adequate consideration was part of The transaction that is what this 10-day Notice period allows subordinate Creditors to do technically speaking in That 10-day period it also gives them an Ability to foreclose up and take over First position but due to the fact that This is Sale that also virtually never happens Because there’s not a financial Incentive or subordinate creditors to do That so the ten-day or otherwise Two-week noticing period give the Subordinate creditors a reasonable Amount of time to make sure adequate Consideration was part of the Transaction and therefore the Transaction would withstand legal Scrutiny so on a whole what this means And what we believe is is that the Transactional space is changing the Landscape is changing there is Regardless of how easy deals get there Are complexity in them and through Things such as technology and platforms Axial merger network is buy sell well Access to deals is becoming easier and Easier and access to the deals that are 13 easy are it’s even getting more and
More competitive do there have been a Significant amount of additional M&A Firms individuals transactional as Business broker that entered the market Past ten years and over that period of Time the deals that seemed or appear Easy although again I acknowledge none Are completely easy but the ones that Are Asian and there’s a lot of Technology on the horizon that are Trying to automate that service as much As possible so getting through due Diligence now and initial NDA’s final The initial L o eyes and first contracts All of those things can be done on Technology platforms where in previous Years they weren’t able to so what this Means is that if you’re on this call You’re part of the M&A sources that the Landscape is changing in order to be Able to keep a competitive advantage and Be an active player within the M&A space Relying only on the quote unquote easy Deals is really no longer an option Figuring out how to do the hard deals Not fearing the short sale that’s for Example is what is going to create a Of differentiation and competitive Advantage and we believe it ii win those Who do not figure out how to embrace This level of the complexity are likely To be pushed out of the market in the Coming months and years to add to that Economic conditions have continued to
Improve improve we’re on an economic run That we have not seen in most of our Lifetimes and there are there are many Many economists and other figure heads That are predicting a coming correction In the upcoming months and years and Depending on which specialists or Figurehead you’re listening to you could Get a variety of different timelines Around that but one thing that we can All agree on is economic conditions have Always been cyclical and will will Always remain cyclical so we have been On a unprecedented growth curve but that Will correct itself and in times of Corrections there become less and less Traditional going concern easy Opportunities and more and more Distressed opportunities those of you That we’re doing this ten years ago During the last economic crisis know Exactly what I’m talking about when it Comes to the amount that the the mix of Deal flow in times of distress once the Account once it does once the correction Does occur between the automation and Saturation for easy deals and the Plethora of complex deals navigating Difficult business transactions will be The competitive advantage that every MMA Analyst will need in order to be Successful Otherwise you’ll find yourself in a Position that you where you slowly lose
Market shares to those who do know how To navigate the difficult situations So in conclusion and I’ll leave some Time for some question and answer after At the end of this automation industry Saturation and expected market Corrections required that business Brokers and intermediaries hindered Handle complex Steals such as short sales if you have a Partnership with second wind consultants Well that partnership will allow you to Do is value businesses based on top-line Revenue and gross margins and as well as Cash flow and even without having to Weed out deals based on the debt that is Present on the balance sheet and this Will vastly expand deal flow this will Also create a competitive advantage for MMA professionals that allow you to Compete in an evolving market and really Allow you to bring value to your buyers And sellers by creating exits where There wasn’t one and creating attractive Entry prices for purchasers where deals Were once seen impossible so by us Backing your relationship you’re able to Pass forward those value ads and create A competitive advantage for yourself That will differentiate those you from Your colleagues so right here is our Contact information that is my direct Email you can feel free to email me any Questions if you have questions that are
Maybe confidential in nature or just Complex and should be discussed Potentially offline likewise that 800 Number will put you through to our our Main office and intake line which we Will be able to either schedule a time Directly with me or one of our adjusts Or team members here to be able to go Over either what we discussed on this Webinar in more detail or go over Specific fact patterns if that is more Relevant to you That being said I like I think I’m going To pass us the controls back and open The floor for some Q&A if there are any Outstanding questions Thank You Adam do you have a question Out here it’s got a couple parts to it How is unsecured trade vendors typically Dealt with here are they subject to the Ten-day notice and what if a buyer wants To continue doing business with some of Them that’s a great question so I’m Going to try to break that down the First part of that question was how are They dealt with and are they subject to The notice so if some vendor Relationships do require a UC Steve I’ll The only parties that get a notice of The sale are those who old UC sees so if A vendor does not have a UCC on a debtor Business it is not entitled to notice it Doesn’t mean that we can’t notice them As prized practice and keep them
Informed if they are a key vendor but Her article mine they are not required To receive that notice so simply put They are not noticed as part of the Transaction unless there’s a strategic Reason in which to notice and send Notice to them if the new business is Once if the new owner wants to continue To do business with those vendors they Are not financially obligated to any of The previous entity’s debt and have no Obligation to assume any of the previous Vendor debt in the vast majority of Cases we see the new operating entity Create a new ordering relationship under Their new iin and begin just a brand new Ordering relationship whether that’s Co D or not in order to separate themselves From the existing debt that being said This is not a bankruptcy filing and the Buyers are willing to do whatever they Feel whatever they feel is in their best Interest so if they feel that they want To continue to do business with certain Vendors and not others if they want to Pay some pass-through obligations and Not others there they have the ability In which To go through that process and make sure That those relationships are secured Prior to closing because that’s Ultimately when you’re talking about Vendors it’s about making sure your Supply chain is smooth post transaction
So the buyer gets a level of discretion Here although the important part is is There is no obligation to pay any of the Previous past you get at in most cases a New ordering relationship is established And a business just goes on thank you Our next question So the M&A adviser would have to be paid By the buyer yeah I mean there’s a Variety of different ways that we can do This so if it depends on if it’s going To be by side or sell side Representation so if you have somebody That comes to you that wants to sell Their business but they they cannot due To the fact that they qualify as a bad Deal Many M&A professionals will send that Lead to us and we will reorganize the Business through an article 9 sale and Then turn basically give that entity Back to them to list without the Complexity of the debt so an article 9 Can be done just to strip off the debt And reorganize the company into a new Entity and then that entity can be Listed as what I would call a quote Unquote easy deal it is no longer a Short sale we’ve already removed the Debt and the new entity can be sold in The due course of business under those Situations that and again that process On average takes 45 to 60 days so you Bring us a target listing that you would
Normally pass on we turn it around in Four to six weeks and give it back to You to list as a going concern business With all of the complexities removed and The M&A professional in that scenario Would get would get paid as they would In any normal Actually out of closing as it would Originally stand if there are several Other options we can do the article nine Directly to strategic purchasers so Again if you’re representing a private Equity group then you’re doing some by Side representation we would go right in And do the article nine from the seller To your buyer there’s no need for that Intermediary step and so we could make Sure that you would the fees would be Out of closing and whether those fees Are split between buyer and seller that Would be part of the negotiation and the Overall compensation can be included as Part of the scope of work for the MMA Professional so just because we’re Selling the business for the value of Its assets if there is an earn out or Something of that nature that can be Subject to the overall compensation for The transaction and the MMA person can Earn off of that so the short answer is There’s a variety of different ways to Do that from repackaging a bad deal into A good one so that you can do it what You do in the normal course of business
Or creating some sort of agreement Between buyer and or seller to share the Fees based on a total compensation Package of an article nine still thank You Adam I think you might have touched On this a little bit and your most Recent answer but how can Larry as a Current equity holder get an earn out if He jumped in front of the unsecured and Some of the sub debt Well it’s depends on the situation so if If Larry is going to continue to operate For or Operate the business he is going to Apply value to the business and Therefore is entitled to compensation as Earnings boy compensation as employee Does not become subject to previous debt Filings it is it’s just a different Class of income so if you own and Distress business and you sell it Through a short sale you are entitled to Work for and earn from the new company Even though you have other outstanding Debts that were not compensating this Part of the acquisition so that is Typically touched on either through a Consulting agreement or an earn out Scenario if in certain situations Because the the business was done Through an asset sale anyone who is who Does not have a secured interest in the Assets would not supercede someone’s Ability to have an earn out so our earn
Out can be appropriate given the right Capital stack but in the vast majority Of cases these are done through Consulting agreements which falls under Employment which is not subject to Previous debtors our sorry priests Creditors our next question is there a Size range that works best we’ve done These as small for debts as small as a Hundred thousand dollars I would tell You that while it certainly works at That level the larger the organization The more value can be brought out of an Article 9 sale but we do these as low as A hundred thousand dollars in debt to as You know as much as you know tens of Millions in debt depending on the size Of the organization it’s more when it Comes to that size when you’re dealing With a business who is insolvent at Weight and they only have a few hundred Thousand dollars of debt their Underlying value will probably attract Less purchaser so it is more about the Supply and demand a deal size what this Does is take a bad deal and put it and Turn it into a good it turns into a Great situation makes it just like every Other listing that you have because it’s Removed the complexity so you’re good at Selling businesses with a valuation of Only a few hundred thousand dollars and This will work for you by taking small Deals and packaging them into bigger
Deals but it won’t affect the markets Condition as to whether or not someone Wants to buy a three hundred thousand Dollar business versus a thirty million Dollar business Thank You Adam that looks like all the Questions we have in for now please Reach out to Adam or to myself Laura Right I’ll write at em a source org if You have any follow-up questions or Would like to be connected with Adam or Second winds thank you all for joining Us today and thank you for for sharing Your time and your knowledge with our Members Adam yeah I appreciate it and I Encourage everyone to feel free to reach Out either to that email or that phone Number that was on the last slide and Our office would love to hear from you And are more than willing to sign any Sort of NBA or confidentiality agreement Pre conversation if necessary or just be Able to discuss these things without you Know having to discuss any confidential Information So I appreciate appreciate everybody’s Time and looking forward to following up From you with you guys from here