Nick wheeler welcome to acquiring minds well great to be here thanks for having me Nick you recently suffered the frustration uh and setback of a broken deal you were you thought very close to acquiring a business to finally crossing the finish line but the seller had a change of heart late in the game so we hear a lot about broken deals uh the disappointment they bring the loss in time and treasure but I haven't had someone on who's dealing with that particular pain in the moment and you are essentially in it right now this was just a few weeks ago closing week would have been this week I think you said and you agreed to come on and share what it's like so first things first Nick thank you for saying yes because we are going to spend some time on something that maybe isn't the most Pleasant uh part of search and you've agreed to do this so that other people on the path to buy a business can benefit so appreciate it thank you I'm happy to do it and I think uh it's important to hear these types of stories you know I know you've had a few episodes recently with people who have had challenges with search and of course everyone has challenges but you don't hear those stories as often and I think those are often the most impactful and where you can learn the most so hopefully uh folks listening can learn a few lessons from from my ordeal and when I think back about the the cases in business school that we studied the ones that I remember the most are the uh the challenged cases so um you know learning from other people's failures is is definitely a valuable lesson exactly and I and I hear that from the audience a lot they really seem to I don't know if enjoy is the right word but get a lot of value from the stories that don't go perfect before we get into it Nick let's get um some quick background on you please sure so I grew up in the Philadelphia area and around small business owners my dad had a small printing business really he was a print broker um very very small business but always worked for himself my grandfather had a Horticulture distribution business so it was always in the DNA I suppose though I never thought I would do it one day myself I went a very different path don't really come from a military family but I think 911 had a pretty big influence on my life when I was in high school so ended up going to West Point for college spent 10 years as an army officer ultimately I always wanted to become a Green Beret which you can't do in the Army until you're a captain so about five years in so I spent my first five years as an infantry officer I got to lead a infantry platoon for a couple years then I went to the ranger regiment and led arrangeable tune and then eventually when I was eligible went through uh the two years of special forces training and spent my last few years leading a Green Beret team so had a phenomenal time in the military did it for nearly a decade and um and when I was getting out I knew I wanted to do something entrepreneurial um in fact funny enough I wrote in my business school application about taking over my dad's very small business and kind of scaling that so I I was an acquisition entrepreneur I suppose before I realized it and I later learned you know it probably wouldn't have been a good uh you know search fund type of acquisition but funny enough I I um I was interviewing at HBS and part of that was talking about you know my plans after school and then about an hour after the interview my friend A.W Simmons uh who I served with and was already a student there told me about the whole search fund model which I frankly thought was it had to have been a a hoax or two sounded too good to be true so um he told me to read this book the hbr guide to buying a small business and I quickly realized that that was the path that I wanted to pursue after business school so um spent two years at HBS and learned about search and then decided to do a self-funded search immediately following School um I'm doing a search in the the greater DC area where my wife and I live so you know I have a pretty tight Geographic filter um and decided to sell fund for for a variety of reasons if we want to get into that but um you know I was fortunate we have a fellowship through through HBS that I won uh to help kind of fund my self-funded search it's just a grant that that I'm get that I get for a two-year period but really I'm a wife-funded Searcher so my wife has a job but here at the government technology company so uh you know that helps float us through the the search period while I don't have a real salary coming in so um yeah I'm about a year into my search not a anniversary I wanted to celebrate and uh would have been closing this week on on this deal but uh moving on to others so such as the such is the life of a Searcher sometimes well you're saying all of this with a smile so I think you're processing it well uh and I have every confidence that you uh will find a business and buy a business Nick so uh and we'll have you back on when that happens so we'll get into to maybe a little bit more of your decision to go self-funded and kind of search prep search philosophy in that conversation I really want to kind of fast forward to just um you know hearing about this particular deal so people because this episode is going to all be kind of all about the experience of of losing a deal and how what that what that's like so how long into you said you're a year into it now how long into your search did you find the the business that's the subject of today's conversation and um and how did you find it sure I was about I think I first heard about it in January so about six months into my search and it was through Steve Ressler who I'm sure you've probably had on the podcast yeah who's also here in the DC area well that's actually how we met um and he mentioned it to me it was a broker deal which I typically don't really do too much uh brokered Outreach most of my search has been proprietary um but uh yeah I had a couple others I was working on so it was kind of you know maybe number four uh Target on my Prospect list but the other ones filtered out and I said Steve let me get that intro so I think I met the owner for the first time in late February with the broker had a great initial conversation at coffee shop in Arlington that I'm sure you know of and he um certainly struck me as a real seller they had been through a broken deal about a year prior with a with a private Equity buyer which which of course I kind of saw as a potential red flag but sometimes broken deals can create fatigue and a really motivated seller we talked about working capital in the first conversation and he was in his early 60s it's a business that's been around for over 30 years and it seemed like the right type of search fund acquisition uh you know frankly I thought it was a little too small for a private Equity buyer a little bit too much key man risk it probably needed a search fund type operator to come in and buy it and um yeah I was really excited after leaving that first meeting with them you know I thought this is a real seller and I think this is a good um search fund type especially self-funded search acquisition um you know in terms of size it was around um you know 1.3 million of adjusted ebitda you know the last six or seven years it was between a million and a million and a half um you know there were some of course seasonality given that it was a commercial landscaping business mainly the snow was the biggest fluctuation year to year uh which caused a little bit of issues with this deal because we we had the first year without snow here in the DC area in the last 10 years so their trailing 12 months was a bit down but um I thought it was a down the Fairway type of self-funded search deal so uh we went so it was commercial commercial landscaping and so what kind of clients just kind of local office Park sort of thing yeah so their biggest client was government which is one of the things I really liked about this business so they have some very large government customers here in the DC area um I would be giving away who the company is if I said specifically who they were serving but the uh the thing I really like about any government service business is you have long-term contracts with really predictable sticky Revenue yeah and so you know they had a mix of government and Commercial they had about 200 Commercial customers everything from you know office parks to Condominiums to HOAs um but they're they're a majority of Revenue came through these large government uh contracts that they served and it and it was unlike a lot of landscaping companies that had the right mix of Maintenance to construction so only about 15 to 20 percent of Revenue per year was tied up in construction so I really liked the recurring Revenue nature of the maintenance work that they were doing yeah sounds like a I mean it's it really is checking a lot of the boxes circling back to where you thought that the broken deal with a private Equity outfit um was a could be interpreted both you know as good or bad good in that maybe they have deal fatigue and they kind of are that much more motivated to sell but why could that be a red flag why did you perceive that as a potential red flag just because they might be sellers who are not serious because they just didn't get across the Finish Line before so maybe they won't get across the finish line again sort of thing well that's one red flag um from a broken deal the other is why did why did the buyer walk away and of course you're only going to write the story of from the seller's perspective what I was told which is a common story is the the PE buyer came in um and they cut cash at close well and well into diligence you know they had already drafted legal docs by this point and the sellers walked away because of that at least that's the story I heard I'm sure there was more to it than that but um you know that to me seems uh like a logical explanation that happens and and maybe they didn't feel right there was also uh which is typical with private Equity buyers they wanted the seller to stay on for a couple years and I'm assuming there was some rolled Equity or earn out contingencies that they weren't comfortable with so again I felt well a search acquirer is a different approach I'm probably not going to offer as much as the private Equity buyer but I have a succession plan where you're going to be out of business within the next 12 months to the extent that's appealing which it certainly sounded appealing at the time to the uh husband seller we haven't talked about he had a co-owner his wife who really wasn't involved in the business but own 50 and and had a very meaningful um involvement in this whole process you're smiling something tells me that the wife plays a big role here so so maybe now is the is the time to introduce her sure so you know when I met who I refer to as the seller because he's really the CEO she was not there you know it was just him and the broker um and so I put in an Loi and the LOI actually got rejected the broker said hey you know the the um you know they didn't like the offer and I was just curious I said hey uh to the broker I'll I'll say John uh it wasn't really his name but John why why um I thought I thought this was a real seller and he said you know his wife is just not comfortable with it and he thinks it's going to be like the private Equity process again I said well did you tell her about my Approach why let's just have dinner my wife and I meet with the two of them we're here we live 20 minutes from the business let's grab dinner and maybe she'll be more comfortable when she realizes I'm not a private Equity Firm and I'm an entrepreneur in the area that wants to run their business so he set that up we had a fantastic dinner uh you know Rapport and Trust seemed High coming out of it we might as well have been high-fiving on the way out she said hey I really like you guys you remind us of of ourselves from 30 years ago so the next day you know the the broker says hey they want to move forward we went back and forth a little bit on some of the LOI specifically with regard to the the seller note but we got you know within the next week I had assigned Loi and I thought okay I've got a I've got a real deal let's let's move forward with this patting yourself on the back for a a dinner well executed because you went into that dinner nervous and you came out seemingly Victorious by the way what what does a dinner like that feel like because I've never asked this of of any of my guests but where you go essentially as strangers you bring the partners and the four of you sit down to break bread but not really knowing each other do you just kind of listen and kind of have them tell the story of the business sort of thing and I'm sure they ask you for your story I think the probably the only analogy that would uh resonate with people is it's probably like going on a first date you're a little nervous and maybe there's certain information you want to get but you don't want to be too direct and asking for it um so um it's a first date I always that's exactly what it is at that point I'd already seen enough of from the Sim and some of the financials that I knew it was a legitimate um you know search fund acquisition from an investment perspective so I just viewed that dinner as an opportunity to build rapport and Trust so I try not to go into those types of those dinners or lunches or whatever with too many probing direct questions it's really about building the relationship um so of course we we got to talking about the business but I I just try to pull out the story from them and let them kind of really um kind of not gloat but reflect on this thing that they've built over the last 30 years that they frankly should be proud of proud of building and I don't think many small business owners get the opportunity to do that so when you listen to them and compliment them I think that does build a lot of Goodwill and trust and you can get to the you know the nitty-gritty detail questions after um but but that point I'd already seen a lot of financials so that was just really an opportunity to build trust and hopefully walk out the goal was to walk out of that with the deal and and I did so I I would say the dinner was a success though looking back it would have saved me a lot of time and grief had it just gone poorly and uh that's right um yeah said every divorce say man I wish that first date had just gone badly saved me the whole marriage thankfully this was a lot less time and a lot less expensive than that but to give some some timeline like I said first meet the seller just the husband into February I don't have the dinner probably for another three weeks so let's just say third week of March I had my son my signed Loi we went back and forth on a little bit but April 7th just to give a timeline of events so okay April 7th you know is the first uh is when the LOI is signed so five weeks after meeting the the husband for the first time and then we go to diligence from there so into March you have this successful dinner early April um signed Loi then what so you know I've already done quite a bit of my own diligence but um you know getting the data room together getting access to QuickBooks you know it's one of the big Lessons Learned the quicker you can do that the better um you know we'd already discussed working capital but it's difficult unless you have access to QuickBooks and you can really look at the last 12 months of the balance sheet to have that really critical conversation um and getting data probably in a lot of small businesses very difficult especially this one I mean you know these are sellers that don't have a website that don't understand how to drag and drop files into a data room so I had to physically drive to the business and he knew how to use a thumb drive um when I asked for tax returns uh I got uh in bank statements I got a box of thousands of printed pieces of paper and I had to say hey can you ask your Banker for this thing called a PDF so the data process took some time so you know the first three to four weeks was really just my own um my own diligence my own mini quality of earnings and proof of cash to ensure that I felt comfortable moving forward and and that's another lesson you know looking back I I think as a Searcher you have to be very deliberate about staggering your diligence because once you start bringing in third party providers you know quality of earnings and legal that's when it becomes very expensive now of course that's with the trade-off of time kills all deals but frankly time would not have been what killed this deal but uh I'm glad I did some of my own diligence before turning on quality of earnings so um I engaged with a well-known Q of e provider I'll give them a plug hood and strong you probably advertise they probably advertise on here so worked with Jerry we got through phase one of the quality of earnings and um was beginning to do some insurance HR diligence hadn't gotten to Legal yet we had done a you know I'd done a multiple site visits I'd met his team under the guise of being a consultant which I don't think they believed but um you know we did the the ride around uh you know toward all of his sights um and even got to the point where he was saying you know when you're running the business when you're doing this so certainly felt like this was going to move forward um and then uh at some point in that first month or so was the first blow up of the deal and it was over a working capital so I'd finally got enough data from both their balance sheet and some of the construction work that they were doing to get to a working capital Target so another lesson here is is you know the sooner you can you can have the working capital conversation have it um and that became a huge sticking point um which surprised me because we talked about it in concept on our first conversation and what the target was with their private Equity buyer um but we were pretty significantly off and what was surprising was the broker actually agreed with me and was on my side so it was really the seller and his wife who weren't comfortable with with what it should be so usually you would think you know their their advisor would be helpful if if they're aligned with what you think that value should be for working capital so that nearly blew up the deal and I actually capitulated you know for what it amounted to maybe 150 200 000 after back and forth negotiations I capitulated to what what you know they said was what they thought was fair uh and that included me going to their house and sitting at their dining room table and kind of having a uh uh come to Jesus moment as I call it to uh to convince them that you know this is a fair number and it shouldn't affect how much cash is coming off the balance sheet at close and so on so so that nearly killed the deal and we were on the rocks for for a couple days and then the owner called me and said hey you know what we're we we can do this like this makes sense let's move forward not only that like you know I am I think you're going to do great running the business and you know I'd actually like to stay involved with with you somehow maybe help you sell and be a a BD guy for you so I thought okay I saved this from the abyss again let's move forward uh and and continue QV and get closer to drafting the legal docs Nick did you tell us what you what the LOI said what the offer was I don't think you did uh no we didn't so um the offer was you know because it's seasonal I really kind of looked at you know what did this look like over the last three years so it was about if four times ebitda multiple on a three year average for 2022 it looked more like three point um 3.4 times so um and on TTM it looked higher than that because if we had no snow so yeah I think if you look at a three-year rolling average it was about four times which is I think pretty fair for uh Commercial Landscaping company and then a big part of that we did have a seller note in place um that was going to be about 25 of the deal was in the form of a seller note and the this working capital sticking point so do you think that they understood your point like I guess did this just become kind of a tug of wars like who wants more money or do you think that they fundamentally kind of like didn't understand your point as to why the business needed to have this gasoline within it when they turned over the keys like the argument for working capital is from from we buyers is is really kind of one of practicality more than just wanting cash like wanting to line our pockets um but from the seller's perspective it probably isn't it because for them it just feels like okay well I'm getting paid that much less for my business if you're demanding another hundred thousand dollars be left in the business um how what is what is the nature of that disagreement look like well I think most owners understand conceptually what working capital is but just not in the you know fancy Finance terms that uh private Equity or MBA types might use so I think that's the biggest challenge is to convey what working capital is in uh in layman's terms in a way that's you know very understandable I I think ultimately he he understood the cash flow in his business and what goes in and goes out um but there's always that argument from sellers that well that those account the accounts receivable should be mine going forward and um and it it's complicated when there's not very good accounting mechanisms that aren't capturing a lot of what would be working capital so in this case their construction work uh although only 15 to 20 percent of the business or so uh sucked up a lot of the working capital which I think has been discussed on your podcast before in other episodes and they were actually running that through a different accounting Tool uh not through QuickBooks so there was another few hundred thousand dollars of working capital that I would be responsible for on the construction side that wasn't well accounted for and he wasn't really tracking well through his QuickBooks so that's certainly complicated matters as well um but I think just the general lesson with any business with regard to working capital is to be able to describe it and discuss it in a very um straightforward and simple way and try to avoid the more you know Financial jargony type terms um and it's just it's just uh fundamentally more difficult in a seasonal business we're working capital fluctuates so Landscaping makes it even more difficult because depending on the time of year in the the time of year that you're buying the the working capital Target will vary significantly okay and so this discrepancy came down or this this uh distance between you and them came down to about 150 uh to two hundred thousand dollars uh on a million dollar acquisition it was um it was about a four it was a four million dollar deal so um you know when I gave the ebitda earlier that was their 2022e but uh so it was about you know on average the last few years is like a one million dollar ebitda business um so it seems fairly insignificant and I right I don't think working capital is what killed the deal was really just the straw that broke the camel's back over time I realized one the the broker didn't really walk them through some of the finer points of my offer um and I don't think they really understood uh the seller note until I sat down with them at that at their dining room table discuss working capital to also discuss how the seller note was going to work um and so you know I probably should have had that conversation more explicitly and not assume that the broker really walked them through the payout earlier on um but I think more importantly she just was not I don't think she ever will be ready to sell and go through that process she really enjoyed the lifestyle of working what was about three hours a week in this business and making you know sde of a million to a million five some years and um sounds nice and I I as I got to know them better and some of the the the personal lifestyle I think that it's probably spent much of the money that they had been making over the years so looking at a retirement where they were going to walk away with it was about 2.8 2.9 cash at close and then let's just say they were going to take another million dollars off the balance sheet or so so high three millions was not going to be enough for her at least to retire off of without a significant lifestyle adjustment that didn't become evident to me until later on in the process so I think working capital was just one of many reasons why they couldn't get comfortable with with moving forward well you explain working capital to them you kind of get you get them over the hump on that question you think um and so so now you're you're so get us back to the plot so now you're back to thinking the deal is going to happen uh and then it and then what yes so this is let's just say probably late May was when we had the second time where it nearly blew up and we hadn't quite finish at least phase one of the Q of e we still were working on a little bit of the data so I let Jerry from hood and strong know say let's keep going with the Q of the I gave my lawyers a heads up we're about two weeks out from drafting the purchase agreement and um I was feeling pretty confident that things were going to move forward I thought we had gotten through I think a moment that a lot of search uh acquirers go through which is a deal nearly falling apart um so um it wasn't too much time between that second incident maybe another week or two transpires you know we finish we finish at least phase one and a few other things and and uh and then it just you know get a call out of the blue from the broker hey Nick it's uh this isn't going to move forward he's like I'm so sorry I actually had a very good relationship with the broker to the point where he told me if this doesn't work with you I'm firing these clients but um uh it just it kind of all came out that uh that third you know third time um where it was working capital it was the seller note it was concerns about what was going to be asked in reps and warranties and I think that was a a sticking point in their lasts um broken deal with the private Equity buyer um so it kind of all just came out it was a emotional and I could tell he he was the one that I spoke with he was defeated because I think he wanted to really move forward but I just knew he wasn't able to to get his wife on board with it um and at that point I knew you know I'm a resilient guy and I I'll I'll I'll uh you know run through a brick wall to to make something happen but this one I I knew that uh you know that it was it was dead at that point so um so yeah I had a you know very uh tough tough conversation and was certainly disappointed but thankfully I've talked to enough Searchers and have studied this process enough to know that this happens more often than it doesn't and hopefully it happens earlier rather than later but thankfully I hadn't started the the legal documents where I would have really had significant costs in terms of broken deal fees and so at this point Nick how much had you come out of pocket in terms of like overall deal fees so probably around 7K um I would say which of course hurts more more but more significantly would be the the time that I spent would would certainly be the the most expensive aspect of this broken deal but I mean legal fees can run certainly on a deal like this upwards of over 50k so you know thankfully it didn't fall apart you know post purchase agreement and and further along and you know I I also had learned from others that you need to keep your funnel open even when you have a deal in hand so sure you know I still had some opportunities even as this was falling apart admittedly I was certainly doing much less Outreach and I was almost to the point where I was just going to stop but if nothing else it keeps you sane when you know you have other opportunities as you as you pursue one acquisition and then of course if it falls apart you have others you can you can move to so certainly glad that I um that I kept my deal funnel open and had other opportunities when this one fell through yeah and just to close the loop on on the psychology of the sellers itself so a lot came out this cell the seller actually spoke with you this phone conversation and a lot came out through that conversation um but he he was never explicit about it kind of being his wife being the stopper that's kind of Nick's interpretation with all of the the the whole picture that you eventually got that it was the sale price wouldn't have supported the lifestyle that they'd come to enjoy and mostly with the wife yes I mean he mentioned you know her she's just not going to get comfortable with this and you know there was some personal things going on with them with you know a death in the family and moving to another house actually far out into the country in Virginia um in the midst of what would have been closing so um you know maybe it'll come back around when things are less stressful for them but um yeah you know he said yeah he he wanted to do it with me but um he just knew he wasn't going to get her across the Finish Line um and ultimately I think whether or not a partner is a co-owner it's important to understand that dynamic in any deal because they're certainly going to have a significant say in you know in a in a business sale yeah yeah for sure well Nick Let's uh talk just for a minute you've already touched on it about kind of your psychology your emotions you've already said that you you were pretty disciplined about keeping your pipeline going which is is a theme that comes up a lot for a lot of people that's very hard to do the self-discipline of doing that is very hard so at the end of a broken deal they're left with a dead pipeline which really hurts you've said that you're resilient a resilient guy um which also helps anything more to say about just kind of like what this felt like I mean were you did you throw your phone uh did you laugh maniacally did you go for a jog what did you do so uh no I did not throw my phone um at that point I'd already been through it a couple times so it was kind of just uh you know a deflated feeling yeah and um you know I've I've been through much worse trials and tribulations in my life so uh I'm sure you know in the grand scheme of things you know I uh I certainly gave myself 24 hours to feel sorry for myself and and uh and discouraged but uh but you got to move on quickly when these things happen so um was that I mean I was definitely frustrated I had spent a lot of time you know I had I'd been in underwriting with an SBA lender put together a business plan for them I was actually the night before it fell through I put together my the Sim I was going to distribute to investors so I was up until two in the morning putting together a SIM for that so it's been a significant amount of time in emotional energy on the deal and probably reached out to 12 different Searchers who acquired Landscaping businesses to help learn the industry for which I'm very grateful um so you know certainly frustrating to spend all that time on something for it to not move forward but um you know it's it's a privilege to be able to live in a country and to be able to do a an entrepreneurial path like this and so uh you know I I couldn't I couldn't spend too much time dwelling on uh a dwelling on this failure and not moving on it also helped that this fell through the week before My Best Friend's Wedding which was in Italy and there would have been some stress going to Italy while you know getting this deal moving along so I said well at least this fell through before my vacation to Italy so um it kind of came at an opportune time if there ever was one um but I bet she made a made a fool of yourself on the dance floor at that particular wedding we'll have some energy I make a fool of myself out on any dance floor will but particularly particularly in light of that but um but yeah it's tough you know I think another thing that prepared me emotionally was um you know before I launched my search was talking to a lot of of Searchers who were both successful and didn't acquire and you realize that this is part of the process you're going to have to talk to a lot of business owners put in a lot of offers and on average it takes the third executed Loi to get across the finish line so I think that anchored me in reality uh that you know this this might not move forward um and I got to the point where I thought all right I've got like a 75 chance of this closing so I was pretty confident but there was still that that quarter chance um of course those are arbitrary numbers but that's that's where I was feeling as we were moving along that you know at a high pretty high certainty of closing and what about the emotions of like you know one of the things you hear from Searchers is they you start really imagining yourself in the business going to work there every day kind of fantasizing um looking for the ways you'll improve it kind of kind of salivating it you know this new life that you're about to embark on any of that stuff or were you kind of more uh still abstract at this point and just trying to focus on the deal itself no I had definitely been excited about it and and is this kind of a factor of my background and I think just my my personality but I I like the operationally Intensive blue-collar service businesses when I showed up and I can say that they they you know their main yard was on a military installation so showing up at 5 45 in the morning and having 60 guys descend upon the yard you know 30 minutes later with they come get their trucks and go out for the day and and do their Service uh in a very different context but it was it was I felt at home in that business and it also seemed to me a you know that kind of uh quintessential search fund acquisition where it was very Antiquated yet despite that had uh historic profitability there was no website there were certainly no pricing strategy so I you know I I you couldn't glean this from their financials but they probably had a quarter of customers that weren't even profitable just doing some route distance analysis uh you know they were using none of the erps that are that are out there now to help with um doing bids and pricing and and route planning and scheduling and all that I mean this was a pen and paper business which of course is hard to transfer and hard to hard to run but I think that's where a Searcher can create a lot of value so I thought there was there was a lot of potential I loved the the stability and visibility of their revenue uh backlog with their government customers they had very high retention I mean there's there was a lot to like about this business despite that it was quite Antiquated so I had gotten very granular and some of the details of things that I thought I could do with the business and and yes I was I was definitely excited crazy as that may seem to roll out my sleeves and and uh be running in another 60-something person organization get coming at 5 45 in the morning and and uh and running a service business so I definitely gotten to that point where I envisioned myself uh you know running this business and and thought by the end of the summer that uh you know I would be doing it and did you ever Circle back around with a broker do you know if he fought if he fired these these particular clients well I circled back with the seller actually came to my house to pick up some of those documents that he had given me and and we had a good conversation and he even said hey like I I you know I'll if you have other Landscaping deals I'd love to help you you know think about them and so we actually still have our relationships fine I really liked the guy I think that was one of the things I also liked about the the deal was I I thought he was a good man and an honest man and cared about his employees and there was a lot to like about that the broker uh we we had a a an after action review as we would call it in the military and and um and we left on good terms and um I haven't reached out to him since I mean it's been a little over a month now but I said hey you know if you've got other opportunities let me know this was more of a boutique bank and so you know this was in other potential challenge here this was his smallest client so he between that and and the fact that he'd already been through this and was frustrated with with some previous processes um he probably didn't put as much attention and time into it uh but um but no the you know I actually really liked the broker on this one um and you know a lot of the horror stories you hear about these broken deals are because there is no broker and you know there's a lot more risk of these things happening with with a proprietary deal that you find through direct Outreach but just because they're being represented by an advisor doesn't necessarily mean that they are uh truly motivated to sell well I think that's a another lesson here um if you haven't already articulated it is that as much as you like this broker you can't assume what the broker's doing you got if there's if there's something about your your Loi for example your offer that you really want communicated um you just can't assume that the broker will will do that you got to make sure that it has been clearly communicated because as you know your interactions with the broker are only half of that broker's interactions they're also interacting with the seller and you don't know what's happening over there or how much they're interacting and it might and as you later learned this was actually the smallest and a frustrating deal for the broker so he was probably not giving it as much attention as it might have seemed initially or as he was as other deals so yeah um just don't just don't assume your broker is is running the deal for you you are running the deal yeah and it became clear later that they started to butt heads and the the sellers were actually kind of losing Trust with with the broker uh which of course becomes challenging so if you have a good intermediary they should be very helpful in the difficult conversations with regard to a seller note or working capital if you can leverage them to to be uh you know an advocate for you to getting the deal done let them talk through those I think that's that's generally good advice but in this case um I think maybe that was partially my mistake having a lot of those conversations but I was ins you know one the the broker wasn't here in DC and I had such a good relationship with the seller that we ended up just going direct quite quite often and and that's generally a good thing um and I mean it was to the point where he was giving me his passwords to log on to his accounts to find to to find stuff so um so we had definitely built that trust and uh but it led to having some of those difficult conversations instead of having their advisor Do It um in depth so um you can't always expect that a broker is going to do that there's most many Brokers out there are not you know the the best intermediaries um but you know this one certainly I think was good I just he just didn't give it the time I think and attention that maybe you know one who who didn't have as many other big clients would have uh would have given yeah well Nick deals die three times before they cross the finish line this one seems seems like it has had a lot going for it you still have a good rapport with the seller who knows who knows maybe maybe this is the third time this deal died and it uh it circles back around yeah we'll see I uh I I think given some of the personal Dynamics going on there's there's always a possibility of that and I don't know um how much data there there is um to support this I I one of my mentors is Jim Sharp who I'm assuming you've heard of he's to me is kind of the the most prolific self-funded search advisor out there and is a mentor of mine and and in his data that he tracks about a third of closed deals come from Phoenix Sellers as as he refers to so sellers that Rise From the Ashes so so there's a chance this one comes back but I think that's a good data point to take away is follow up with any seller who you make an offer on because no just means no now so I have another Loi I'm negotiating right now that that I put an offer in at the very beginning of my search a year ago so you never know you know people might be ready six months from now not today so it could be the case for this business as well that they come back I would have to really emotionally uh do some introspection to go into a process again with them um given given what I'd already been through but uh we'll see we'll see if they come back around yeah well Nick I want to close on just repeating something that you said a few minutes ago and that you'd actually put in your email I'm on your list of um your your kind of investors and those who are following along following along with your search um so I'll get the occasional email from you updating folks and you said at the end you close that email by saying you know I just feel fortunate to live in a country where this path is even a possibility um and uh that's a wonderful perspective I liked it so much um and I think you yeah if certainly about you know being living in a rich country living in the states um but also just you know being just fortunate people anybody listening to this podcast or contemplating this path is probably um just is it probably has a lot of um gifts in many ways so good to always keep gratitude anchoring one's perspective when things don't go the way you want them to for sure it's uh it's a privilege to to be able to do this and not I mean many countries don't even have the the mechanisms in the form of an SBA loan or other forms of debt or investors that are willing to back unproven CEOs to go do this and um you know to to be able to go execute a search and and hopefully live what I think is the American dream you know running a running and owning a small business uh is is something I never thought I would have the opportunity to do until I went to business school and and really was shown the path and one of the reasons I didn't end up uh doing what I talked about in my my uh my application to business school which was going and working with my dad's business is I was opened up to a world where you can really think big and you have access to Capital and you can um you can buy a much larger business than what certainly he has so um I think when I put put those things in perspective and where I've been I'm certainly grateful to to be able to do this that being said I I do not want to be doing this for a full second year so God willing one of these uh one of the prospects of my pipeline right now will close and we can do a 2.0 episode on that because for sure it certainly becomes uh doing the especially proprietary search Outreach becomes uh certainly tiring after a while yeah yeah well as I said Nick I have no doubt you'll get there how can people reach out to you Nick if they if they want to Pat you on the back or ask you questions or otherwise connect so I'm not on Twitter uh which I've told I need to get on but um the best way to reach me is my email Nick sage-succession.com or you can look at me look for me on LinkedIn um Nick wheeler Sage succession should be able to find it very good nick thank you again for coming on to to share uh this heartache uh because it is such a feature of um of buying a business and it but it's one that often just gets glossed over so I was I was really I'm really appreciative of the of the Deep dive well well I'm appreciative of acquiring minds um you know listen to a ton of a ton of your guests and I've learned to learn so much from them and when I was taking Rick and Royce's class in Business School on to and from school I would be listening to acquiring minds and I I actually view this as probably the most valuable class that I've had in my entire ETA curriculum so uh thanks for what you're doing and and to all the other guests that have been on here to talk about their stories that's awesome man very high praise thank you so much for saying that sure thing will well look forward to seeing you in Arlington soon see you in Arlington and see you for uh 2.0 interview 2.0 all right sounds good I hope you enjoyed that interview make sure you subscribe to the acquiring minds Channel below we are now publishing twice a week so tons of new interviews and stories to come stories that will help you along your own path to acquiring a business