WEBVTT
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In the world of business.
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Not all deals are what they seem.
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Fortunes rise, empires crumble, all with the stroke of a pen Mergers, acquisitions, hostile takeovers.
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Welcome to Mergers, she Wrote, where we examine strategies and stories behind the biggest deals in business, because in M&A, the real risks are the ones you don't take.
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Welcome back to Merger, she Wrote.
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I'm your host, paloma Goggins, business attorney and owner of Nocturnal Legal.
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Today I welcome Amber Finley.
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She is co-owner of Bug Off Pest Control, which is located in the East Valley.
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Thank you so much for being on today.
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Thank you for having me.
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So on this episode today we are going to cover what makes a business attractive to private equity or any other potential business buyer, and then when it is the right time to say no to that potential offer that comes in out of nowhere from a potential buyer.
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So, amber, we'll just dive right in.
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Sounds good.
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I know you've spent the last 13 years in pest control, so please tell us like how you guys got started as a family business, and I know you work with your brother, corey.
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Yes, so it was about 2006, 2007.
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My brother was actually working prior to that for a big pest control company and he really liked it and so him and my dad kind of decided that maybe they should start something with just the two of them.
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My dad was kind of behind the scenes Initially.
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He helped my brother quite a bit.
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My dad has his own business, but my brother basically had to start from scratch spraying houses for like 20 bucks a pop, you know, just trying to build a client list, and then ultimately after a few years I came on and then that way we were able to grow and obtain some city contracts and keep us busy that way.
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Nice, very cool.
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Well, so you know I love I come from a family owned and operated business background myself, so I love working with family owned and operated businesses, and so tell us a little bit about your dynamic, like how has this played out?
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You know, being in a family owned and operated business?
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Um, I think there's a lot of people out there that you know.
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Before we dive into like the, the buying and selling piece of this podcast, I'd love to just hear your opinion on.
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You know what's it like to be in a world where you're working alongside your brother Um you know it's got its pros and cons for sure.
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Mostly pros, of course.
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But you know it's when we first started my mom was actually doing the scheduling for us and the phones and everything, and then my brother, his wife, eventually took over.
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So it's like full family, the dynamic.
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You know we have like our monthly or our weekly phone conferences with the four of us.
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But I would say for the most part it works out pretty well.
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I mean, you know he's got his life and his schedule, I've got my life and my schedule.
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We don't actually have to work together very often anymore.
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We used to work together a lot more.
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I think that working separately helps the dynamic as well.
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No, I can see that I, having you know provided counsel to my parents' company in the past, it adds a whole new layer of complexity when you're providing.
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I always joke with my clients.
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I'm like I like to advise, based on the fact that, like, I treat you like my own family right, because I've been in that position directly.
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So I know you know your, your concerns, your pains, your worries, but also I know how difficult those conversations can be, um and and having to to tell your opinion to somebody who you don't just get to leave at the office at the end of the day can really make a difference.
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So we're sitting down today because you know you guys had a private equity company approach you with potential interest to buy the company and you know, tell us a little bit about how that first connect.
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Because I feel like in the world of business ownership there's a lot of times when I hear from clients that say you know I got a random offer and sometimes they come in hot right Like people get an offer and it's they.
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Had no intro, no prior conversation, no, get to know you.
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They just call or send an email or send a letter with literally a dollar figure in the in the offer?
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Yes, so tell us what was your experience.
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So it was literally my dad receiving a letter and it was just they were showing interest.
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Um, there was no like offer up front.
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Um, it was just saying if you're interested, then please contact us.
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And my dad kind of almost jokingly said, hey, you know, I got this and this isn't the first time that it's happened, but this is the first time that we actually like pursued, you know, just kind of seeing what would happen.
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So that was the initial thing, was just a letter, and then we all discussed it and contacted them and just to see where it went, Nice.
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So what were those first kind of conversations like?
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Was it a fact finding mission for them?
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Was it more casual get to know you?
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I would assume they asked for financial information at some point in that process they did so.
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Yeah, that wasn't like the initial thing.
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It was mostly um, if I remember correctly.
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I think that they kind of wanted to tell us what they could offer us.
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You know they kept.
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You know they really wanted to take us to lunch.
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We never went to lunch with them, um, but uh, they they were.
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They really showed a lot of interest in that city contract we have um initially, and then, uh, from there they, they requested certain things and then they came back with with an offer.
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And you know there was some back and forth with that Um, but it was just very matter of fact, like no emotion, um, you know they definitely don't care about like the legacy of something like a family business which you don't expect them to.
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But, um, it was just more.
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You know, this is what we have, this is what we want, that kind of thing was the expectation that you and your brother would stay on and operate.
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That was an option.
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So we were given an option where we would be given more money outright and walk away or stay on, and they had offered us an evergreen offer.
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Quote-unquote evergreen offer.
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You know, there's always fine print, but they were willing to give us the salaries we're getting now.
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Um, you know, they had to make it a point that it's more than what their technicians are making and things like that.
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But, um, yeah, I mean they, they made it sound really good.
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Um, and then, the further we went, we started getting legal advice.
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So definitely recommend that.
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Well, and I was going to say too I think it's almost ironic that you know they had to underline or emphasize this fact that like, oh, we're willing to keep you on, but just know that you know your salaries are more than what's standard.
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And it's like, yeah, we're owner operators Of course it's not going to be standard.
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I'm not employed by another company and I'm getting like market salary.
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Yeah, exactly.
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And then not only that, but like the amount of experience we have.
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Like myself, I have 13 years, my brother has more than that, so we're not just like your average.
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You know the turnover rate for pest control technicians is pretty high, considering you do two months in the summer, and you know.
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So it's not you, you know.
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I thought it was interesting that they pointed that out too yeah, well, so I and this is a total sidebar but are you guys from Arizona originally?
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Okay, so, like you are just, you know, accustomed to the summer, definitely acclimated, but it gets harder with age.
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I will say that I'm not like 22 anymore well, that's good to know because, uh, I feel like there's first and foremost running into you know, people who were born and raised in Arizona.
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I feel like it's getting more and more rare, um, but also to hear someone who you know is a an Arizonian um say that you know the heat does get to you, uh, at least gives me some comfort as a as a Midwesterner that's moved here.
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Um, I always struggle with the transition from spring to summer every year.
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Um but then of course you get the flip side right.
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Once you've lived through 113 for like three months, the winter drops to a hundred and you need a sweater and you're like.
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what is this?
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It's so true, my body is not cooperating?
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Right, right.
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Right, okay, so you kind of got this letter in the mail.
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It was sort of it was on, you know, unprovoked.
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You guys decided as a family to reach out.
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They really wanted to get lunch and you didn't go with them.
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Was that a strategic decision, or was it just something you guys were like?
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eh, waste of time.
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I mean, I love lunch, but I don't think my brother and dad really wanted to go, so I was like, hey, it's lunch, yeah.
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Yeah, I mean it's probably, you know, fully paid for.
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Um, no, that's funny.
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I I have to wonder from the you know whether it's private equity or any other potential business buyer for someone who offers to go to lunch.
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And then, let's say, the success rate of going to lunch is, you know, on the higher side sure and what?
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What percentage of those people end up getting sort of talked into a sale because they sat down to lunch yeah and it's easy to get more.
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I don't want to say bambooz, but I think like this, dropping your guard because you're breaking bread and you know somebody is paying for lunch, and all of a sudden there's that weird unspoken like you gave me something for free and now I have to give you something back.
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Yeah, I can see it as almost like a predatory tactic, like if, for instance, like my brother and myself went to lunch without my dad I mean, who knows what we would have signed up for my dad's pretty business savvy.
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He, he, like I had said, he owns his own business that has been very successful and so thank goodness for him because he's he's kind of the uh, he's the mediator, but he's also like the person that makes the most sense.
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He's like the Yoda.
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Yes, exactly, exactly, gotta consult the elder on what should be done and what shouldn't be done.
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No, I like that well, and I was gonna say too to anyone listening who goes to lunch and doesn't think that you couldn't get yourself in a bind from a napkin contract there are literally cases out there that were litigated based on parties putting stuff down on a napkin and both signing even though it has no structure and it's just a bunch of terms saying like well, you both signed and you reached mutual agreement.
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And and now someone's looking for a specific performance, which is really just fancy terms, saying I'm forcing you to perform the contract, yes, um.
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So anyone who thinks about going to lunch and having someone potentially slide them over a napkin and not thinking that that could be real and an actual legal contract, you know, buyer beware essentially right.
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Yeah, no, that's so food, food for thought.
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So, you know, give us a little bit more background on.
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You know, on the city contract was a big thing for them, obviously anybody who is looking for businesses to buy.
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I know their perspective on client concentration versus the ability to look at a market and see how much of the market has been penetrated by that business.
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You look at a market and see how much of the market has been penetrated by that business.
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You know, between the two of us, you know we've been talking about how you guys have a lot of the East Valley in Phoenix covered by your services, and so I'm sure that was a huge factor for the private equity company too.
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Was there anything else that they communicated to you, or what do you think made you guys attractive to to even receiving that letter?
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Was it part of their portfolio?
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Perhaps was in that sort of industry space or anything else that you could?
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potentially share.
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I think that they were just trying to cover all bases and so they were going after um companies in specific areas that had good coverage of these areas, and so we were one of like the last.
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You know.
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They were like, okay, east Valley, gold Canyon, specifically, like they are doing a ton of work in there and Gold Canyon is growing like crazy.
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So I think they just wanted to obtain something that you know was covering that spot, and they had mentioned that they were going to open up offices in the East Valley and different things like that.
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So I really just think it was that more than anything.
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Yeah, well, and it's very possible, right?
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So I mean from a private equity standpoint.
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Right, they're probably, you know, peppering the area with letters and then seeing who writes back and then kind of delving in further to determine what's a good fit and what's not.
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Yes, yes, so do you know?
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Did they have other pest control companies in their?
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portfolio.
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They had bought one and I don't know if I'm supposed to say business names, but they had bought one.
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That's pretty well established.
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They specialize in budget, termite work, so, and I think they also do pest control as well, but I know that they had obtained that one for sure Um.
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And then there was maybe a couple more mentioned, but there's.
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Their plan was to buy several Um, and so that was another thing.
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I was like, well, if these guys are doing it, then you know it must be legit.
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Well, and then you know it's funny, there's this, this there's very much a dichotomy out there.
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Whenever I post content online about private equity, you've got, you know, 50, 50.
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There's 50 percent of people who are like private equity is, you know, the evil villain of the acquisition space, right?
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They're taking all these mom and pop, family owned and operated businesses and, you know, not churning and burning cause that's not the right word but essentially turning them over into, like corporate conglomerates.
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Sure, kind of like what happened in the health space, right?
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So there's like this, like 50% of people who think, you know, private equity is not the answer to this solution, right?
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And then there's the other 50% who looks at private equity and says, well, that's the highest offer I've got ever yes and why wouldn't I take it?
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I am about to retire or I'm about to go.
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You know, switch gears and this is probably the best roi on all the time and money I've invested on my business so I think it's a really hard balance to strike between the two, because you have, you know, inevitably it's this whole and I hate to liken it to like this idea of you know, um, conservation, but like, okay, for example, you know, I remember there was like news stories online about how, you know, stop buying canned tuna, right, and all the, and you know, but I like there's still people out there buying the canned tuna.
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So the people who are making a canned tuna, right, and all the, you know, but like, there's still people out there buying the canned tuna.
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So the people who are making the canned tuna aren't going anywhere.
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Right, and the whole process and production isn't going anywhere either, because you've got, you know, half the people still buying and half the people, you know, boycotting, sure, and same kind of applies to the private equity space.
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Absolutely, you've got a decent amount of people who are still doing it and so inevitably, private equity or these larger corporate buyers aren't going anywhere.
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Right, oh, no, yeah, no, I'm sure that's very true.
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So take us into some of the negotiation and obviously I know you know personally, since we've worked together, sort of some of the pain points, but you know, explain what really made you guys go from we're interested in hearing more to hit the brakes to then ultimately deciding not to sell Um so, basically, I and I don't remember exactly when you came into the whole picture, but, um, you know, it was kind of one of those things where it was like, well, this seems too good to be true.
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Um, and some of it wasn't.
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I mean, some of it was, you know.
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I mean there when we started to realize that they could basically have our customer list and our accounts and walk away at any time without you know there.
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No earnest money, um, non, you know nothing non-refundable.
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Just they wanted our information and then they, in their contract, had the ability to walk away whenever they wanted to.
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And so that's when it was like, okay, this is too much of a gamble.
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You know, if I was close to retirement age, if my brother was close to retirement age and he didn't have a family, then it would be like a no-brainer.
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But it's like, you know, there there were things where I'm like this seems like it could end badly.
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So yeah, no for sure, and I think that that risk inherently exists anytime, even with earnest money.
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Right and so for.
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For anyone listening who is like what is earnest money?
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It's essentially a deposit, like when you're buying a house and you put down earnest deposit on the house maybe it's $4,000, $10,000, whatever it is that you've agreed to and that money could potentially be forfeited if you just elect to walk away.
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And you know, one could argue at what point are these potential buyers, whether they're corporate buyers or not, just going out and buying information at?
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a premium.
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That was the concern, for sure, because I mean, even if you did get to a point where there was earnest deposit, that was going to happen, what value could you put on it Right?
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And if let's say you did do something higher, let's say 20 grand.
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If they're private equity, that's a drop in the bucket.
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Exactly, and then?
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they've got your full customer list and all the information and financials.
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Yes.
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So I really I think I appreciated the fact that you know force from the trees, right.
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Long-term vision is like okay, do we really trust them enough with just an NDA in place to play by the rules?
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And, and I think that you know, sometimes people get burned even with the deposit down.
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So I think you know to your point even if someone was at a retirement age unless they're, like you know, sick or they need to get out ASAP, sure, even if you're closing in on that retirement age, are you still willing to risk the fact that you could be giving away?
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Yes, you know confidential information that could really make or break your business in the last five years before maybe you do try and sell it more Right, right, absolutely yeah, no definitely.
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So you know what was your perspective on perspective on you know, I guess let me back up for a second.
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When you guys decided that this was higher risk and there was no real earnest deposit that was going to be made, you know what was the discussion like on the back end.
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Did they try and negotiate more?
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Was it like okay, see you later?
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It like okay, see you later.
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It was a lot like see you later.
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We took a vote.
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So we like between myself, corey, my brother, my dad and my sister-in-law, we took a vote and you know I was we were all actually at a point where we were on board and then we all decided to vote no.
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But yeah, it was weird because we've actually been approached by this company twice.
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The first time we just kind of stopped, we talked to them, we entertained it for a short amount of time and then they reached out to us in like the fall slash, winter, so it was like springtime thing.
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And then later in the year and my father actually is the one that sent an email saying you know these things, and we requested certain things be taken out of the contract or, you know, be reworded or whatever, and they wouldn't do it and so we were just like all right, well, we're, you know, we're not interested.
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And then never heard from him again.
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Well, can't ever say never, right?
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There's always the chance they come back a third time and they're like, okay, we're ready to deal.
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I mean, I was actually just speaking to my dad about it this weekend.
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He's like I was going over the questions that you had sent me and he's like that one just put should have done it.
00:20:17.088 --> 00:20:20.569
I'm like we still joke about it.
00:20:21.461 --> 00:20:26.152
Well, I like how democratic your process was internally.
00:20:26.172 --> 00:20:28.105
I appreciate that.
00:20:28.465 --> 00:20:41.625
Um, and also the fact that you guys went the democratic voting approach even though, um, there's four votes right, so you could have had a huge, huge that was a definite possibility, and then it could have had a really big strife.
00:20:41.965 --> 00:20:50.412
Um, so I, and also I guess I wanted to say you know, I, I don't think I knew that you guys had had a previous conversation with them.
00:20:50.412 --> 00:20:57.010
So when they came around the second time was was there more or less?
00:20:57.010 --> 00:21:07.270
Uh, I don't want to call it skepticism, but like was the second time they came around like, oh good, maybe they'll come to us with better terms.
00:21:07.500 --> 00:21:09.586
We entertained it more the second time.
00:21:09.586 --> 00:21:15.559
For sure, and don't get me wrong, I mean there were a lot of really good things to what they were offering.
00:21:15.559 --> 00:21:21.152
It's just the instability, the insecurity in it of are we going to you know?
00:21:21.152 --> 00:21:23.182
Is this going to actually go through this way?
00:21:23.182 --> 00:21:24.424
Will they walk away?
00:21:24.424 --> 00:21:26.890
It was just the, the unknowing of it all.
00:21:26.890 --> 00:21:28.973
Um so, yeah, it wasn't.
00:21:28.973 --> 00:21:31.185
We didn't go super in depth the first time around.
00:21:31.527 --> 00:21:40.248
Well, and I was going to say too, for anybody that I mean okay, think about it this way, your financials tell a story right, your financials tell a story right.
00:21:40.268 --> 00:22:05.519
And so this incessant need by buyers to get client lists to me which is a constant thing, it's a constant battle between the two parties is always surprising to me, because if you're good at looking at financials, you can pretty safely say, okay, this has reliability, this has dependability, this has reliability, this has dependability, this has year over year growth.
00:22:05.980 --> 00:22:12.482
And you know, in a lot of cases when I am representing sellers, I always tell them do a redacted list.
00:22:12.482 --> 00:22:56.299
You don't have to, you know you can still give them figures and you know I don't want to call it, like you know, truly redacted, because you could have like code names and stuff, but at least you could give them a big picture to determine, because I think a lot of times, some of it is that they, when their you know intentions are good, I think they want to see client concentration right and so one way to overcome that is to say well, we'll give you a redacted list, we'll give you the full list at closing, but the redacted list will give you a good picture to show how many clients are making up the bulk of our revenue yep and in, and then if they don't like that, that's where the real red flag to me comes up and I believe that we did that's.
00:22:56.319 --> 00:22:59.847
What we submitted initially was a redacted list, and I think it was.
00:22:59.847 --> 00:23:13.211
I mean, I just think we were so close to going through with it and that was at the closing that they, they wanted to have a whole customer list and everything, and that's when they could they could literally potentially walk away like in the process of selling it.
00:23:13.211 --> 00:23:15.262
It's just, it's I don't know.
00:23:15.262 --> 00:23:19.248
It's a fine line, it truly is it truly is well.
00:23:19.268 --> 00:23:37.909
So we were having a conversation about before this episode started recording, about how you know you guys have really a great coverage over the East Valley and that you sometimes see other pest control companies come in and try and poach your customers.
00:23:37.909 --> 00:23:41.409
You know, tell us and feel free to.
00:23:41.409 --> 00:23:44.883
You know, quote unquote, toot your own horn here because, no, I think it's important.
00:23:44.943 --> 00:24:08.692
I think when people are thinking about starting businesses for the first time, right there's there's kind of the the listener who's thinking about going into a trades-based business because I think a lot of what you have to share applies across many different industries but also somebody who's in this business, who's wanting to grow and evolve and eventually get to a place where a buyer could be interested.
00:24:08.692 --> 00:24:12.969
You know how have you guys built something that you know?
00:24:12.969 --> 00:24:17.688
When someone comes knocking on a customer's door, they're like oh no, we're covered.
00:24:17.788 --> 00:24:20.161
We we have bug off pest control Right.
00:24:20.161 --> 00:24:23.868
Um, I think that consistency is huge.
00:24:23.868 --> 00:24:30.431
Um, people are used to, you know I've got customers that are used to seeing me every month or however often.
00:24:30.431 --> 00:24:33.365
Um, you know, doing the same consistent work every time.
00:24:33.365 --> 00:24:39.042
Talking about you know, always asking you know what issues they're experiencing since the last visit.
00:24:39.503 --> 00:24:48.556
Um, I was going to say just based off of our conversations, I think there's a personal level to what you have going on yes.
00:24:48.556 --> 00:25:06.094
And I don't want to blanket statement this, but I think anybody who runs a family-owned and operated business they have way more invested and they treat their clients or customers with just a different level of care.
00:25:06.094 --> 00:25:07.502
Yes, because it's personal?
00:25:07.682 --> 00:25:11.791
Yeah, absolutely, and I personal relationships with customers.
00:25:11.791 --> 00:25:16.375
Um, I mean, I personally I'm good at remembering things.
00:25:16.375 --> 00:25:16.655
I'll.
00:25:16.655 --> 00:25:18.421
You know how's your daughter doing, how's your?
00:25:18.421 --> 00:25:32.597
You know, I always greet the dogs and cats, and reputation is huge, you know you, if you screw up once, then that's going to travel, and so you know, just trying to make sure that you always do your best, best job and keep with the consistency.
00:25:32.597 --> 00:25:41.220
One thing that I find with customers that switch over to our company versus like a big company, is that every time somebody shows up it's a different technician.
00:25:41.220 --> 00:25:46.788
They have to go over everything all over again, explain what they want done, what they don't want done.
00:25:46.788 --> 00:25:53.567
So that's one thing that I think is really valuable to people is that having the familiar face.
00:25:54.450 --> 00:26:00.853
Oh, absolutely no, and I was going to say the remembering of personal facts is huge.
00:26:00.853 --> 00:26:28.017
It's huge because, to you know and this applies across even service based industries or or, um, you know, knowledge-based industries like my own, you know being able to get on the phone and and know personal things about the client, so that they don't have to re-explain, like you said, or or just feel like they don't have to worry that you're coming from a place of like no knowledge or that you're missing those gaps right, yes, yes.