Business Deadlines Are Mostly Nonsense (And No One Gets Hurt)

Sean Weisbrot: Carl Lundberg is a partner and executive board member of Gerald Edelman, a chartered accountants firm headquartered in the uk that provides a range of services, including but not limited to acquisitions and mergers. This is a teach me something interview where Carl and I discuss the hardest deals he's worked on, how they identify potential acquisition targets for clients, how to place a valuation on a company. What EV means, what MBI means, how long it takes to finalize the negotiation of an acquisition and other advice he has for people looking to buy and sell companies. This was a really interesting conversation I had with Carl. I know you're going to like it, so let's get to it now. I. What has been the most thrilling purchase or sale you've been a part of in your career?

Carl Lundberg: Wow, that's a, uh, that's, that's a big question. Um, I, um, there's been a few in the last few years, so I, I, I would say it's not necessarily, um, gonna be the largest one that I've worked on. Um, some are, some are. You know, more satisfying, I would say, um, even at the smaller end. Uh, and in fact, normally working on kind of smaller transactions, um, they are, you know, you need a little bit more input. The buyers and the sellers actually need a bit more support to get the deal done. Um, and often, you know, things tend to come up because the. The, the businesses aren't quite as formalized. The systems in place aren't quite as strong and there's quite a bit more, um, work that needs to be done during the deal process. Whereas, you know, in larger deals with more structured, more formal, more mature businesses, um, all that stuff is, is set up well before. So I think probably one of the most satisfying deals that I've done in recent, um, years would be one of the search deals we've worked on, self-funded searcher. Real, um, optimistic outlook identified a business that's doing well as it is, but can see, they can see that there are huge opportunities to grow and not just organically, but also through acquisition. Um. And the deal was not easy. It, it, it, it had a high level of seasonality in the business, um, which meant that, you know what, there's, there's difficulties agreeing certain things like normal level of working capital, but also, you know, what the timing of the deal in theory could, if you didn't get those things right, favor one party or another. And, and these kind of search deals tend to be about trying to find a win-win, right? So it, it's more difficult to do that in those situations. It was a tough one. It took a long time to get the deal done. It, it, it took probably a year, um, and we provided a lot of support on the buy side. Um, but when it got done, you know, both parties were super happy. The, the search that's gone in is now running the business as CEO. Really pleased that the deal. The business is performing well, I think miraculously we got it right when it came to the working capital. I think, you know, there's enough cash there and it's just, and it wasn't a massive deal. It, but it, but it was satisfying, it, it was hard going when we did it, but to get it done was, was really pleasing for, for all involved. So, yeah, really enjoyed that.

Sean Weisbrot: I've spoken to several people that have sold their businesses before. Uh, they were all eight figure deals. And they were always surprised that someone made an offer for their business, even though their business was 10, 15, 20 something years old. So it was established, it was already doing eight figures in annual revenue consistently, and they were still surprised by the offer. How do you go about searching for a company to acquire when there's so many companies around the world that could be interesting?

Carl Lundberg: There's normally, um, some fairly basic criteria that you want to tick. Um, so when we're talking about search funds or, or self-funded searches, but kind of that. Search fund type acquisition model where someone's gonna buy it to go in to run it post deal, and, and, and often there's a good management team and so there's not the need for the searcher to go in a CEO, but, but generally talking about those types of deals, it. It feels, I think when you are, particularly if you're a searcher from, from, you know, my experience talking to them is that actually it's really difficult to find a company out there that's the right one to buy and you don't wanna get it wrong. I think there's a lot of, and this is one of the benefits of search investing in search over investing in kind of traditional private equities that the searcher really cares, right? Because it's their career. They've only got one shot. If you've got a, a fund that's gonna buy 15, 20 businesses, you know, um, and, and you are not a principal anyway, you're, you're kind of. Getting a fee to manage the money. Okay, look, there's a carry, so you want it to work, but actually there's no real skin in the game. Um, the, the, the searches probably take more care, um, than traditional PE and finding the right deal. But the reality is there are a lot of companies out there that tick the boxes and that basic criteria is cashflow positive, um, and generally a succession requirement. Because that's something that a searcher can offer if they're gonna intend to go in to run a business. Um, and then scope to, to, to grow and that, and that might be organically. Often what we find with these businesses is that they are, yeah, owner managed and, and possibly even founder managed. Um, and the founders kind of done what they need to do financially. They're comfortable and they haven't really sweated the asset over the last. Few years, right? So there's probably some low hanging fruit for growth, um, that the searcher can, you know, look to, uh, explore. Um, and there'll be some opportunities for m and a, which historically, and I think from, probably from the generation, and not to generalize too much here, but you know, the, the generation who are at retirement age now in the UK at least, haven't really done that much m and a when compared to, um. Other, other jurisdictions. Right. So, um, how do you find a business? Well, there, there's, there's loads of them out there. There are, and I read something today about the manufacturing, um, industry. Something like, you know, there's tens of thousands of companies out there that have a, an owner manager who is gonna retire in the next decade. And I think it was something like two. There are. They're probably not the right fit for pe, um, you know, proper, proper pe. Um, and they are probably not the right size for a trade. Buy some, sometimes you'll get a trade buyer bolt on, but often they, they're not really in that area of the market. And optimistically there's maybe 5,000 buyers out there, and probably in the UK searches maybe 200. So there's, there's loads to pick from. There's loads to pick from. Um. And so I think if you have a business that is making a profit, whether it's the most optimized it could possibly be or not, and in fact it's probably better. If it's not, then I think you should be expecting that there'll be some contact at some point for a for a sale.

Sean Weisbrot: But how would you go about finding those companies? Is there like an old boys club where it's like, oh man, I just found this, this company, they're doing 10 million a year, you should check 'em out. Or it's like going to Chamber of Commerce meetings. Like how, how do you find these people?

Carl Lundberg: Yeah. Well that, that is the, that's the difficulty. But there are, there's kind of a fairly well trodden path now of, um, you know, search approach. Um, and really it's broken into what I would, some people would say it's kind of two key areas, but. Probably three in my view. One is, and this is really important and this is probably how the, um, historically, you know, you can find a really sweet deal as a searcher, um, is proprietary outreach. So there are some tools online, um, and there's a number of them out there that allow you to use public information to search and filter company data to find businesses with the right. Fit and the right characteristics. Um, and, and, and actually these tools, you can look for things. I mean, you can search on all sorts of, um, criteria, but including age of directors, who the owners are, geographical location turnover, although obviously the the UK kind of public accounting, um, requirements, the public disclosure requirements mean that most. Small owner managed businesses don't have to report revenue, but it might be out there. Um, but there's loads of things you can, you can look at. So you can look at, if the director owns the business and is over 55, say, you can filter by that and then you can filter by industry and you can filter by geographical location and suddenly you've got, you know, probably quite a long list. But it's, it starts off as quite a good list. So the proprietary outreach is. It's, it's really the way to get the best deals and, and find an off market deal potentially. Although it's, it's, it's tough to do that. And normally if you find a company that's not on the market and you approach them, you know, you can, you can expect that they're gonna shop around before they say yes or no to you, right? Um, so you kind of bring them to the market. Um, but really, if you can, if you can find a business like that. There's great opportunities and I think the way searches have done really good deals, and we've worked on a few with some really good people in the space, um, who have identified off market opportunities, formed really close relationships with the owner managers and actually ended up doing off market deals that have been, you know, maybe three x earnings. Um. Or slightly above, which, you know, immediately, you know, day one you're in the money. Um, so, so, so that's kinda step one. Proprietary outreach. And a lot of searches will use, um, interns to kind of do a lot of the. Heavy lifting on that. Um, particularly if you structure it well and, and structure that kind of, um, intern program, you can, you can get it running like a pretty well or machine. Um, and then you've got, um, really you've, the other two then are, are, it could be bucketed, you know, put into one bucket, but you've got brokers and advisors. Um, and the reason I separate them is because it's much, much nicer on the buy side to be doing a deal with a client who's got. A proper m and a sell side advisor than it is with just a broker. Because the brokers, and again, not to be disparaging here, but sometimes you will find that some of the brokers set unrealistic. Value expectations for their clients on the sell side. Um, and then don't help you to, to, to kind of bring them back to reality. They leave that to you to do right. Um, but they do get a lot of deal flow. So if, you know, ultimately it is a bit of a numbers game and, and you've gotta kiss a lot of frogs and you need to get. You need to look at a lot of deals and, and the, the best way to look at a lot of deals is to look at these kind of bulk broker houses that have got deals, particularly if you're looking for an industry, you know, if you've got a fairly focused search. Um, but yeah, the m and a advisors actually normally, if someone's engaged a proper advisor, not only is it gonna make the deal process. Easier because, you know, you've kind of got, you're all working to a common goal and they've got someone that they feel like they can trust. Well, of course they can because it's their person that they've engaged who's gonna help them, walk them through processes, look, think, detail, like what's normal working capital and stuff like that. Um, but also it means that they've committed. And they are committed to selling their business. 'cause they probably paid this, this advisor some form of retainer. Right. So, so they're kind of the three route to doing it. It's not easy, but it does work and so it takes a lot of time. As I say, it takes a lot of, um, you know, kissing of frogs. But yeah, people get there.

Sean Weisbrot: So let's talk about the valuation then. So you're saying when you are on the buy side and you're working with a broker that's trying to sell someone's business, generally there's a. Difference in opinion on what the valuation should be, and that's. Probably fair because of course the broker's goal is to get as much for the client as possible. So they look good, the client's happy, and then the commission in the middle is good, but in some instances it's not realistic. So how do you go about valuing a company that's brought to you?

Carl Lundberg: It depends on, um, it depends on the business, the industry and what they're trying to do. We actually do, um. Valuations formal valuation reports for a number of different reasons. Right. At Gerald Edman, we, we, we will get asked to, to do a, a valuation in a, say a contentious situation where there's a, you know, a shareholder X in a business, for example, and, and there's a dispute over the value, um, in those. Then there are some fairly well. Um, documented, you know, and, and adopted methodologies for, for doing valuations, right? So there's the international, um, valuation standards. Um, and, and basically what it will say is how, how do you approach a valuation? Well, if there's a recent transaction, you take that. If it, if, if it's uh, you know, recent enough, um, if there are then comparable transactions, you can look at those, um, and look at the methodology there as well. Um, but ultimately the value of a business in summary is the present value of the future cash flows, right? Of course. When you are thinking about what the present value of the future cash flows is, there is a hugely subjective. Part there, which is, well, at what rate you discount to present value. Um, so what people tend to do as, as you would've seen in the market, is they take earnings and they just apply multiple, which is effectively the inverse of that, right? It's how many times earnings will we pay for this business? Um, so realistically what you would do is. Look at recent deals, look at what your appetite is, look at the cost of capital, um, and then look at the business as well and the growth traje trajectory and try to establish, look, what's a reasonable multiple that I'm gonna pay of earnings of this business? And. The next thing to do is you've got multiple, well, actually, yeah. What, what is earnings? Do we look at EBITDA or actually do we look at ebit Because it's got some, you know, it, it's capital intensive, for example. So actually if you've got, if you've got a material depreciation charge and you know that CapEx is a, is a material, um, expense in this business, well maybe EBIT is the right. Um. Figure to apply the multiple two. So it really does depend, but I think generally the market tends to move fairly consistently. And so you can feel that, look, three, four years ago, people might have been paying six or seven X for things. You know, in COVID if people were doing deals, they were paying, you know, probably half that. And then it's gradually kind of moving since, but at the moment we are seeing deals in, in, you know, the SME space of. Between four and a half and five and a half generally.

Sean Weisbrot: Hey, just gimme 10 seconds of your time. I really appreciate you listening to the episode so far, and I hope you're loving it. And if you are, I would love to ask you to subscribe to the channel because what we do is a lot of work, and every week we bring you a new guest and a new story, and what we do requires so much love. So that we can bring you something amazing and every week we're trying really hard to get better guests that have better stories and improve our ability to tell their stories. So your subscription lets the algorithm know that what we're doing is fantastic and no commitment. It's free to do. And if you don't like what we're doing later on, you can always unsubscribe. And either way, we would love a, like if you don't feel like subscribing at this time. Thank you very much and we'll take you back to the show now. Does anyone consider a multiple of gross revenue or is it always just profit?

Carl Lundberg: Um, gross revenue multiples are used often for early stage businesses that may, you know, may be in high growth and not yet. Um. Profit, generative, or you know, if they have a small margin at the moment because there's investment in growth. Um, so yes, this does happen. Um, for, for mature or stable businesses less often, but certain industries will command revenue multiples. And normally that's things like tech. So if you've got a SaaS type business or a business with a. Significant tech element, even if it has got some manual, um, application as well and some manual workforce, um, you can get a revenue multiple, um, in those sectors. So I think if you take sas for example, the, the marginal cost of adding a client is minimal. Um, not the cost of acquisition, I mean, but the cost, the marginal cost to service a new client is, is, is not significant. And that's why they say, well, actually, if you've got revenue. The margins are fairly consistent. We can just buy it based on a revenue multiple. Um, historically as well, professional services, um, used to be sold on a revenue multiple. Um, and, and there is a lot of, um, m and a in that space in the UK at the moment in, in, you know, lawyers, financial advisors and accountants. Um, and they used to be bought on, um. A multiple of revenue and normally it was between 0.8 and 1.2, so nothing too exciting there. Um, you know, you kind of get one times fees, which would approximate often to three times earnings, but the problem with professional services is that to detach the individuals. From the equity is quite difficult. And so, you know, they are slightly quirky. So yeah, it does happen revenue, but in the space of the market that we operate, which is kind of the lower mid-market, um, it doesn't happen that often. We usually would see an earnings responsible.

Sean Weisbrot: What do you consider lower to mid-market? 'cause I've heard this term, but I also think that everyone thinks of it differently.

Carl Lundberg: Yeah, so lower mid market is a phrase that's used, um, normally by the, the kind of PE houses in the uk. Um, so those who are looking at, um, deals that are the smaller end, um, I think lower mid market really means the smallest end for pe. Um, it's um, really for us, the type of deals that we see are. Between 5 million at the bottom end, ev. Um, and that really would be a, I think, more of a bolt on play for one of these PE houses. But, you know, a good, um. Platform for a, for a search fund, for example, um, for a self-funded search, um, up to probably 30 to 40 million. Um, above that you're kind of getting into the slightly large groups of PE houses. Um, and, uh, and then, and then over and above that, obviously you've got the, the big PEs and you know, this trade kind of. Right the way through that. So you might get trade buyers looking to do bolt-ons at the lower end, or they could be smaller end trade businesses who are just looking to grow by, you know, organic growth, but also by acquisition. So there are, you know, all kind of types of deal exist in each of those market spaces, but. There's probably a more of a waiting towards search type deals, nbis at the lower end, and a little bit of pe, um, and a little bit of trade. And then as you get higher up, you get kind of more PE and more trade coming in as the, as the value grow.

Sean Weisbrot: So you just said 5 million ev what is the EV stand for? You also said MBI. So what are, what does EV and MBI stand for?

Carl Lundberg: Sorry. Yeah, so, so ev in this context, uh, enterprise value, so that's obviously the value of the business as a whole. Um, so when we are valuing a business, um, and, and to take, just to take a step back to that kind of, um, the, the methodology is if you get an earnings figure, say you use EBITDA and you apply multiple to it, what you're ending up with there is the enterprise value. So that's the value of the enterprise, the value of the business. Um. If you're gonna buy that business and you're gonna acquire the shares of a company to arrive at the equity value, because what you're buying is the equity, you would obviously then deduct things like debt to come off that because the enterprise value is represented by the value of the equity and the value of the debt. Um, but also you would add on. Um, things like, um, non-trading assets. So we were once doing a, doing a deal, we're doing due diligence, uh, on the buy side for a company. And, um, our client, uh, you know, obviously said, look, let's, let's get to the point where we, we understand what adjustments we're gonna make. And this is what they call the, the, the enterprise value to equity value bridge. And it's where you make these adjustments where you deduct debt, you add on excess cash, for example. Um. Deduct or add on excess or, or, um, deficit working capital and things like that. And we identified, uh, a surplus asset in the business, which was quite interesting. It was a, it was a, uh, an actual flying, um, spitfire. I. Aircraft from, from, from, from the, uh, yeah, from probably back in the 1930s. Um, and, and this, uh, the, this owner, manager had basically bought it, I think at an auction one day or something pro probably went drunk and, um, and obviously bought it in the company. Uh, and so, um, yeah, it was obviously a service asset. It, it was nothing to do with the business and so we, we added that on. It was then, you know, taken out by the. Um, by the seller, but, so that's kind of the difference between your, your enterprise value and your equity value. Um, is that non-trading assets, surplus assets, debt and other items like that are then adjusted to get to equity value. Um, and when I say MBI, what I mean is a management buy-in. Um. A management buy-in would be where you have someone externally who wants to go into the business, acquire it, and then go in and run it. Um, so lots of search deals are perceived as MBIs. Historically, um, they have been now the more attractive ones for investors are actually where you have at least a very good t. Second tier management. So while someone may go in to run a business, there is still quite a consistent management team, pre and post deal who understand the business and, and kind of can provide that continuity, um, at that level.

Sean Weisbrot: And so when you're talking about the value of these companies, they may have higher gross revenues than five and 30 or

Carl Lundberg: Yeah, absolutely. Yes. Um, I mean, if, if we, and I'll try and do some quick maths here, but let's say we we're buying a business app. No, say it's 10 million, right? And, and, and that's derived from a five x earnings multiple. You've got 2 million of ebitda, right? So 2 million of EBITDA times five gives you an EV of 10. Um, well, if that business has got a, I try not to make it exactly one X revenue, but let's say it's got a, um, 40% margin right then. It's probably got 5 million of revenues. Okay. But if it's got a 20% margin, it's got 10 million of revenues. And if it's got a 10% margin, it's got 20 million of revenues. So, so actually, because we're deriving the value, the ev from earnings, we, we don't really know where revenue sits. And obviously the, the, if you are, if you're deriving value from earnings, the relationship to. From earnings to revenue is a product of the margin, the, the, the EBITDA margin, right? So, um, so yes, they could, they could. Um, but obviously if you, if you are looking at a business that's 10 million pounds, um, and say you're buying out on an earnings multiple five, um. If, if you've got revenue of 50 million, it's obviously got a very, very low EBITDA margin, which makes it slightly risky. And, and, and then question whether five x is the right multiple anyway. So, you know, they, they're always gonna be broadly within a range.

Sean Weisbrot: So you're saying in that situation they have 50 million in revenue and they end up with, what is it, 10 million in sales, the 0.2 ebitda?

Carl Lundberg: Yeah. So, well, yeah. So if, if, if earnings are, um. 2 million. Mm. That means they've got, what, 4% EBITDA margin based on revenue of 50. Right.

Sean Weisbrot: That would tell me that there's a huge opportunity to cut costs and revisit what's actually happening in the business to try to increase that number.

Carl Lundberg: Yeah. Yeah. Possibly it, I suppose it depends on what the business does. Mm-hmm. Um, and what the expected margin is, you know? Um, because yeah, let, let's say you take a, um. We used to act for a, a company that, um, that foreign exchange, right? And so, um, and, and any kind of trading commodity commodities or financial securities or whatever, if they're reporting gross, you obviously get massive revenue, massive cost of sales, and then your gross profit. Is really your revenue, right? But if you're reporting gross, then your revenue could be massive, but your gross profit margin could be quite small. Um, so whether or not you're ever gonna get that up, probably not because there is only so much you can take on those transactions. But if it is a business that traditionally you would expect the margin to be at least 10% and you're at four, um, then yeah, absolutely. There's an opportunity for, you know, you to go in and, yeah, as you say, cut costs. Um, improve efficiencies, put some processes in place, and bring that margin up, which means actually if you can bring it up to 10, you know, you, you're gaining 4 million of earnings. Um, and if you then sell it at the same multiple, even you've made 20 million pounds.

Sean Weisbrot: Yeah, I've, I've become recently really interested in this idea of being able to go into a business that's looking to sell and go, how can we make you worth more money? And I've spoken to a number of exit strategists and a lot of them, they're like, yeah, I just like tell them how to prepare themselves for, you know, emotionally what it's gonna be like in the sale or. I may connect with the broker, but the vast majority of people I talk to don't actually have a team to like go into a business and make it better in order to help the, the business owner get a better valuation. Uh, I spoke to a few and they're like, oh, we don't, we don't like, we don't want to game this system. I. And I was like, what are you talking about? You're making money based on the value of the company. Like, why wouldn't you try to make the value as high as possible? They're like, oh, that's, that's cheating people. It's like, where is that cheating? You're making the business better. In fact, you know, sure. You may actually make the, the business owner so happy they don't wanna sell. Okay? In that case, you kind of get screwed, but you make money for helping them. So. And there's an upside on performance, if you help. But yeah, I, I've, I've just had some really weird conversations with exit strategists in the last few months.

Carl Lundberg: I think. I think as long as it comes down to, um, as long as the earnings that you, that, that improvement in earnings, however it comes from increasing revenue, which one of my partners, you know, insist the easiest way in that sort of situation. Actually, not necessarily the example we just had where clearly the margin's not right, but if your margins are. Appropriate and at the right level, the easiest way to increase earnings, so my, my partner will, will, will preach is to increase revenue because, you know, if your margins are consistent, you increase revenue and, and actually, particularly in your incumbent. Customer base. Um, but as long as the, the incremental increase, however it comes about, whether it's by efficiencies or whether it's by increasing revenue or you know, any, any other source, as long as it is sustainable, then. You are not, that you're not cheating anyone, you're not gaming. What you're doing is you are improving a business that someone is about to buy off you and they're gonna reap the rewards of that. So absolutely you should be, you know, incentivized to do that. Um, and, and that also goes to the point of why so many transactions are structured with an element of earnout as well, right Post deal, so that the seller. As they remain in the business, they, they remain incentivized to continue to grow and improve it so that as long as there's sustainable growth achieved, their consideration continues to increase, even post I and they earn more. Sure.

Sean Weisbrot: What's something that you come across that I haven't really thought of to ask?

Carl Lundberg: Um, I think it's, there's a, there's a few, there's a few bits I. Focusing on the sell side, I think is a really good point you made about actually not only stepping in to say, okay, let's prepare your data room and let's, and let's make sure you've got employment contracts in place and, and make sure that you know your, your DD ready. But actually question one is. Is now the right time to sell? And actually, if we can defer by 6, 9, 12 months, what can we achieve in that time? Because the point that we discussed a moment ago is actually, you know, if you are, if you are selling at a multiple five, say if you can improve earnings by a million, that's 5 million extra on the consideration. So, you know, these smaller gains at the earnings level. Have significant impact if you're thinking about selling up, right? Because you are not gonna take that benefit for the future years. You're gonna get paid a capital sum for it today. So I think you're absolutely right in that stepping in to say, not only let's get your DD ready, prepare a data room and everything else, but let's look at the business and see if there is anything that we can achieve here before we sell. Um, to make it one more saleable, but also improve the value that you could achieve is super important. Um, and I. What we would be looking at as advisors there and doing due diligence is to say, okay. We are very comfortable with this. We wanna buy those earnings, but we just wanna make sure that it is sustainable and that this isn't just a one-off, you know, item, or it's this year it's gonna happen, but it's gonna have an impact elsewhere. And actually by putting your prices up to increase your earnings this year, next year, half your customers are gonna leave. Right? So they're the sorts of concerns that we might have on the buy side. So I think it's just thinking about things from both perspectives and as I said earlier on, trying to create. Effectively a win-win, right? For buyer and seller, because that is, that's something that I've kind of learned over time with experience is, is the most important thing going into a transaction or really any, any commercial or business situation with a view that actually I want to get the best deal here for me. Whilst it's, it can, it can appear attractive. It's not, that's not a massively healthy way to approach business overall, realistically. And our chairman at Gerald Edelman is, is, is very, very good at this, um, is actually going into things to say, do you know what? Let's just negotiate sensibly and tries to create that win-win because. If you don't have a win-win, ultimately no one's gonna win. So that's really important I think, in these transactions and, and that's really one of the things that I really enjoy about working with searches is that I. For them, it's really important that not only do they get a transaction completed, but generally as well that the seller has a good deal. Often some of it is rolled into equity, so some of their consideration will be rolled into equity, so they maintain the state going forward. And actually growth post deal, they get a bit of as well. And it's all very collaborative and that's, that's one of the really important things and, and kind of the most enjoyable things I, um. Have experienced in in working in this space,

Sean Weisbrot: what other additional advice might you be able to provide based on your experience having done this so far?

Carl Lundberg: I think in the context of transactions, and again, yeah, as I say, most of my work is done on the buy side. I think what's important is having some element of focus. I think a lot of searches are very generalist and I know people like to be opportunistic and I think that's fine to maintain. An open mind, but I think if you're searching for something, um, having at least a, even if it's still fairly broad, but having some focus of what it is you're looking for is very important. Um, and, and that what that does as well is it enables you to say no quite quickly. So I always say to people, have a list of deal breakers. Go through that first, because if you get something in front of you and it doesn't tick all of those boxes, then you can very quickly say no and move on to something else. One, you're saving your time, which means you are gonna get to another deal quicker, and it means that you'll find the right one quicker. And two, it means that actually what, what sell side advisors really like and brokers is. A quick no. If it's gonna be a no to tell them as quick as possible, right? Because if you're arranging management meetings and you are giving them lots of financial analysis and you're doing all sorts of other stuff, one, your client's now thinking, okay, we've got, we've got a buyer here. This is, this is good. You know, as a set advisor. Um. But also it takes time and it takes the, the advisor's time. It takes the client's time. And then if you get a no later look, sometimes that happens and things come out and, and it can't be helped. But if, if it's something that you could have known earlier or that you could have put across next to one of your, these must be ticked boxes. I. Day one, then I think that's super important. It saves everyone time, and it also protects your reputation in the market, and people are gonna be more willing to show you deals.

Sean Weisbrot: What's the most important thing you've learned in your life so far? So this could be anything outside of business as well, or outside of your, you know, what you do on a daily basis with your job.

Carl Lundberg: Something. And this came up, um, this morning, interestingly, when I was having a conversation with a colleague. It's, and actually, I, I also heard this, um, uh. Discussed by, um, someone who is quite, quite high profile, um, a few months ago. And it is, it's the malleability of the world. Um, deadlines that are set obviously are crucial and very important, and particularly in the context of, you know, being a professional advisor. It's really important that you give. The attention and, uh, to, to each of your clients and make sure that you deliver and get things done. But we are not working in, in a and e right in the emergency room, in casualty here. Things don't get met. Sometimes it happens often. Uh, I'd love to know how many deadline business deadlines around the world. Get missed each day. Right. And no one dies generally. Okay. So we have to strive to do things within the timeframe that we, we want them done and to hit deadlines and not to over promise and under deliver. I hate that. I absolutely hate that. But we must also accept that sometimes it doesn't happen. You can't get things done in the timeframe for whatever reason things come up. There's family issues, right? That are more important. For, for, it could be the partner, but it could be the trainee, it could be, you know, the secretary at the clients or you know, whoever. And we, we need to accept that, do you know what these things happen and to move on. And I think that I've seen actually as I've, as I've kind of, um, gained experience and, and worked in professional services for longer and worked with lots of different businesses over the years. Deadlines often are nonsense, right? Um, and it's a, it's a, you know, best endeavors type situation. So whilst we'll always strive to meet them, what we know and you have to accept and also appreciate is that sometimes they won't be met because something more important comes up and that's okay.