WEBVTT

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Welcome to the Growing EBITDA Podcast, where

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we unlock the doors to management and technology

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insights in the middle market. Join us as we

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explore innovative strategies to drive revenue

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and EBITDA growth, interviewing industry leaders

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and technology experts. Whether you're looking

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to streamline operations, understand the latest

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tech trends, or lead your company towards exponential

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growth, you're in the right place. Stay tuned

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and let's grow together. Welcome back. to growing

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EBITDA, the podcast. Are we famous yet, James?

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I think we actually crossed a big threshold,

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Mike. 15 listeners? Yeah. If you take that and

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make it like 650, pretty close. Wow. Moving up

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in the world. Really moving. So what's going

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on in your world? Busy week? Man, let me tell

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you. We've had quite a few deals moving quite

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quickly. We just had a team got a call on Thursday.

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Did a diligence on Saturday. Report due this

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Wednesday. So it's moving out there. So exciting

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start to 25. Excellent. Excellent. So today we're

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talking about how private equity creates value

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in the first 100 days. So building on your prior

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comment there about speed. Speed, obviously,

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in the private equity business, very important.

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Today, we're going to spend some time talking

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about just how fast -paced it is, but really

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just focusing on the first 100 days. What's a

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private equity firm trying to do in the first

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100 days of owning or investing in a new business

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for their portfolio? I'm going to try and tailor

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it to our audience. We're going to try and make

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it so that private equity laypeople can understand

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this. We're not going to tell private equity

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investors how to spend their first 100 days.

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We're going to hopefully shed some light for

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maybe some management teams that are newly backed

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or newly owned by a private equity fund or some

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management team members who are looking at the

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private equity industry from afar, trying to

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think about how they get into that business or

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that industry, which is a very exciting space

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these days. Fun fact, 60 % or more of private

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equity -backed businesses are going to undergo

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a transformational change in their first 12 months

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of ownership. We're going to spend a lot of time

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talking about that today. Yeah, I think we see

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it a lot, Mike, whether it's someone who's been

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a cash managed group, moving to accrual base,

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or just some of the folks don't make it through

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the transition. It could be financial shakeups

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or management shakeups, and it seemed to happen

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in that first 100 days. That's an interesting

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statistic. So we're really going to cover three

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things today, assessing the business, and obviously,

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Most private equity firms, all private equity

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firms, I would hope, are going to do extensive

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diligence on a business before they invest in

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it. But there's still a lot to learn after the

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fact, right? So when we say assess the business,

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this is kind of in addition to doing due diligence,

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which would have been before the investment.

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So we're going to talk about assessing the business,

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fixing any challenges, inefficiencies, or problems

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that were identified during diligence. And then

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last but not least, aligning leadership, right?

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Private equity fund who invested in the business

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is likely going to have some improvements or

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opportunities that they've thought about independently

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from management. Management may have some things

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that they want to work on now that they have

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a new owner. And getting everybody aligned on

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the same page is obviously of critical importance

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early in the deal cycle so that everybody can

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be rowing the boat in the same direction as things

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progress. I like the T up there. Let's just get

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right into it. Does that make sense to go through

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some of it? Maybe you can ask some questions

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because I'm coming off of one of these pretty

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recently. Maybe we'll kick it to you to ask me

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some questions and then maybe I can hit it back

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to you for some of the follow -ups, but let's

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just jump in. Yeah, let's do it. We're going

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to talk about assessing the business and setting

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priorities. What does the first step look like

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after the deal closes? What do those first 100

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days look like, James? interesting. And we get

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a chance to see this because Trivista isn't a

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financial group that's doing quality of earnings,

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or we don't have an accounting team that comes

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in. And so really, we get to participate from

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the sidelines. And I'll talk about a little bit

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how it's intertwined. But really, they start

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to dig in on those financials. And maybe this

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is something that after I finish my section,

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you could let folks know a little bit more about

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how the deal goes, because I have covenants I

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need to make. I have additional reporting and

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visibility that's required. So I'm really going

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to make sure those components are there. And

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then even more being private equity backed. And

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I think in a previous episode, we talked about

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how deals are structured with a mix of debt versus

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the equity. That cash flow component is pretty

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important. In those first 100 days, the PE firm

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or the sponsor is going to want to come in, work

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with your business and understand what the cash

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flow is, what the information. A lot of that

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should be known through the diligence process.

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We all know there's kind of those unique things

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that are found out afterwards. And if folks don't

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ask the right question, maybe you're not letting

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them know all the information. I think identifying

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those financial risk is important, but really

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you need to start driving value. So yes, you

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need to have a pulse, you need to have visibility,

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but that operational side. really comes into

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play. So a lot of times, if an organization or

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a sponsor has engaged an outside firm, such as

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Trivista, doing operational due diligence, you

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essentially have a cheat sheet to say, hey, there's

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the five things that I need to do after I buy

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this company. I should probably start on these

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components and pieces, but I just need to kind

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of wait till the deal's done to start driving

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that change. So on that first day, even before

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the 100th day, you know, going in that management

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team, some of the conversations you want to have.

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Now, after a transaction, you want to be respectful,

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not step on toes, give some time, build those

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relationships of trust. But you have that in

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your back pocket. So those could be understanding

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inefficiencies in process. It could be supply

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chain issues, or it could be outdated systems

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that need to be worked on. But you have in mind

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what those look like. And you're going to start

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to talk about those gaps in that 100 -day. You

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may not start to remediate, but you start to

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put the plan in place, start having that steady

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drumbeat with your management team, and start

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planning the ideas of here's the things that

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we want to change. And the last one that I think

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is around the leadership and culture side, you

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buy the business because it's a good business.

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You don't want to buy the business and implode

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the business. You like what it is. So you want

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to follow some of the things, whether it's that

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leadership team that's in place that you believe

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in. or that culture that you think really aligns

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for what your use case for that is. So you want

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to start to evaluate those management team strengths

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even more than you did in diligence. And you'll

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see that whether it's in board meetings, in your

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one -on -one calls, or as you start to have operating

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partners, which are folks from the PE firm that

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come in to help you run your business potentially,

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or outside consultants such as us, you'll really

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get to know that management team more through

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their efforts and through their work. I think

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one of the things that is super important, and

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this is a bit to our PE friends, I know this

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episode is targeted at the acquired company,

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but to our PE friends, having a very specific,

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succinct list of goals that you communicate to

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that management team, very important in the first

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100 days. Management team, very important to

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ask or understand those goals and start to align

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yourself to those because not only do you have

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a business to run, now you have that sponsor

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that you need to be able to communicate and have

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that connection with. And then the last part

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is... Maybe you have an influx of cash. Maybe

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you have a little more time on your hands because

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you got some help and some things. But what are

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those gaps in people you need to fill? Quickly

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escalate those because you know you've got the

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financial changes to make. You know you have

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operational changes you need to make. Get those

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people in place. Communicate that early with

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your sponsor to say, hey, I know I need someone

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on FP &A. I don't have an FP &A individual. To

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get a lot of the stuff done, you need, I probably

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need that FP &A and start that recruiting and

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get that rolling that first 100 days. But going

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back to the first one around the financial side,

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Mike, I mean, you sit on a lot of boards and

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see this. What are some of the financial things

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that you see in the first 100 days that would

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make our listeners successful? Yeah, I think.

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I think the first 100 days can look very different

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depending on the type of business or maturity

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of the business, right? A lot of private equity

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firms buy what have historically been family

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-owned businesses. So maybe you're talking about

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a situation where a founder has owned a business

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for 30, 40, 50 years, some cases longer, and

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got the business to where they could take it,

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and now it's ready for a next generation of ownership,

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so to speak. In those situations, this could

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be the very first time, that diligence process

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that would have taken up the prior two to six

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months before closing the deal, a lot of things

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could have come up in discussion amongst the

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management team members, amongst the investors

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that were looking at the business, the investors

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that ultimately ended up investing in the business.

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And it could be, in some cases, it's the very

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first time in the history of the business that

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the entire business, the entire organization

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went under the microscope. And it may be the

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first time that some outside perspectives are

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coming in, right? Whether those are the investors

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themselves or consultants that they've hired.

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So there just may be some rocks that have been

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looked under, not necessarily that skeletons

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were found in the closet, but they're just going

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to have a lot of really smart people looking

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at a deal pre -closed and coming up with ideas

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and opportunities for improvement. And likewise,

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a management team of a founder -backed business

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for the very first time, is thinking about what

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does the future look like without the constraints

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of the prior owner? Not necessarily a bad thing,

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but many family -owned businesses are managed

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to produce cash flow for the shareholders. Private

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equity businesses are similar, but they have

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a little bit more patience to them. They're okay

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not making as much cash maybe this year and reinvesting

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more back into the business such that the business

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can grow faster in subsequent years. You could

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have that situation. You could have the opposite

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of that, where you could have a very mature business

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with a very strong leadership team, maybe that's

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already been owned by a private equity firm.

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And those two experiences are going to look a

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little bit different. But generally speaking,

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one thing that is constant across all those examples

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is, as it relates to the financials that you

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mentioned, James, is just making sure that all

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the parties understand what the expectations

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are for financial reporting, right? The new owners

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and the new board are expecting to receive updated

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financials, the format that they're expecting

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to receive them in so that they can crunch their

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numbers on their end and do all the fun things

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that they're going to do with that information.

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And obviously, the financial statements are a

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reflection of the heartbeat of the organization,

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right? It tells the investor group whether or

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not the business is healthy, if it's performing

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at or below or above expectations. And that's

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where a lot of the future subsequent conversations

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are going to start from. On the operational side,

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you're right. A lot of folks are going to do

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some type of diligence, operational diligence

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on the business. They're going to have a sense

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as to where they think some opportunities for

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improvement exist, or maybe where some risks

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are that don't necessarily have to mean material

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risks, but just some risks that they would like

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to mitigate. Maybe it's improving cybersecurity.

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Maybe it's filling a leadership team gap that

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exists. It could be any number of different things.

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Beyond the financial reporting, though, one of

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the things that I think is most important is

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the relationships that the investors have established

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with management and vice versa up until that

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point can be a little bit tenuous, right? Hey,

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these are new owners. If I'm the management team,

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these are new owners. I don't really know who

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these folks are. They kind of seem smart. I didn't

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really get that much access to them, so I don't

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really know if I have an opinion of them. It

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could be anything like that. Likewise, the investors

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are looking at the management team like, geez,

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I hope this team's as good as I thought. right,

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during diligence. I hope we're going to be able

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to achieve what we're all setting out to do,

00:11:49.200 --> 00:11:50.539
which is why we bought the business in the first

00:11:50.539 --> 00:11:53.220
place. So I think sitting down and breaking bread

00:11:53.220 --> 00:11:55.159
together is always a really good idea. I think

00:11:55.159 --> 00:11:58.100
some of the best firms, private equity firms

00:11:58.100 --> 00:11:59.620
that I've seen and some of the best management

00:11:59.620 --> 00:12:01.559
teams that I've seen out there, they make it

00:12:01.559 --> 00:12:04.980
a point in the first five to 10 days after closing,

00:12:05.120 --> 00:12:06.740
even though everybody's kind of typically tired

00:12:06.740 --> 00:12:08.299
from doing the deal, they make it a point to

00:12:08.299 --> 00:12:11.049
sit down in person, break bread. get to know

00:12:11.049 --> 00:12:13.450
each other, ask some personal questions beyond

00:12:13.450 --> 00:12:15.610
the business. Because like it or not, you're

00:12:15.610 --> 00:12:17.250
now kind of married to these folks for the next

00:12:17.250 --> 00:12:20.110
five -ish years, maybe longer. So I think a lot

00:12:20.110 --> 00:12:22.710
of the folks that do it well really appreciate

00:12:22.710 --> 00:12:24.789
and understand the power of that relationship.

00:12:25.409 --> 00:12:28.429
They get that financial reporting in place. And

00:12:28.429 --> 00:12:30.990
quite frankly, CEOs, if they're not really focused

00:12:30.990 --> 00:12:32.950
on this, or maybe they haven't had a board historically,

00:12:33.490 --> 00:12:35.769
that first board meeting can be critical. How

00:12:35.769 --> 00:12:39.620
you show up, how prepared you are. how thoughtful

00:12:39.620 --> 00:12:42.059
you are, the team members maybe that you're bringing

00:12:42.059 --> 00:12:44.600
alongside you to showcase them to your new board

00:12:44.600 --> 00:12:46.620
of directors and kind of share with them some

00:12:46.620 --> 00:12:49.440
highlights that the business has to share at

00:12:49.440 --> 00:12:51.460
that particular point in time. That can go a

00:12:51.460 --> 00:12:53.899
long way too. So I think just generally kind

00:12:53.899 --> 00:12:55.919
of getting everybody aligned in terms of what

00:12:55.919 --> 00:12:58.159
are the priorities for the business, aligning

00:12:58.159 --> 00:13:00.240
the relationship so that there's the foundation

00:13:00.240 --> 00:13:03.240
for kind of success in the future, right? This

00:13:03.240 --> 00:13:05.620
whole thing is going to hinge on Different humans

00:13:05.620 --> 00:13:07.980
with different personalities in different geographies,

00:13:07.980 --> 00:13:10.039
maybe even in different languages, all kind of

00:13:10.039 --> 00:13:12.460
cohesively working together and drumming to the

00:13:12.460 --> 00:13:15.779
same beat to take the business forward. That's

00:13:15.779 --> 00:13:18.600
super important. So I think assessing that, getting

00:13:18.600 --> 00:13:20.799
those building blocks in place, and then starting

00:13:20.799 --> 00:13:23.279
to tackle some of the opportunities that lay

00:13:23.279 --> 00:13:26.279
before the business in a collaborative way. I

00:13:26.279 --> 00:13:28.100
actually got to attend one of those meetings

00:13:28.100 --> 00:13:29.860
that you talk about, kind of meeting and hanging

00:13:29.860 --> 00:13:32.990
out and going to dinner after the sponsor. And

00:13:32.990 --> 00:13:35.250
we went and met with the management team post

00:13:35.250 --> 00:13:37.389
-close. We had talked about some of the different

00:13:37.389 --> 00:13:39.309
elements of the business, but really hadn't dug

00:13:39.309 --> 00:13:41.730
into all the elements. And we're on this year

00:13:41.730 --> 00:13:44.289
P selection. And in our conversation, it's like,

00:13:44.409 --> 00:13:46.789
hey, you know, we really want to kind of drive

00:13:46.789 --> 00:13:49.370
down those closing times because we think we

00:13:49.370 --> 00:13:50.750
need them faster than the covenant. This is the

00:13:50.750 --> 00:13:53.149
PE firm telling the management team. And so afterwards,

00:13:53.250 --> 00:13:55.509
I pull aside our people and I say like, hey,

00:13:55.570 --> 00:13:58.549
what is the average closing time for getting

00:13:58.549 --> 00:14:00.690
the books closed for this business? And his answer

00:14:00.690 --> 00:14:04.399
was 75 days. I thought to myself, good gravy.

00:14:04.620 --> 00:14:06.740
No wonder they have us in here doing an ERP selection

00:14:06.740 --> 00:14:08.340
for that visibility. You're right. So that was

00:14:08.340 --> 00:14:10.879
not only a breaking bread, but starting to preempt

00:14:10.879 --> 00:14:12.740
some of these major rocks that they wanted to

00:14:12.740 --> 00:14:15.299
move. Okay, let's move on to the next topic.

00:14:15.379 --> 00:14:17.759
What you got for me? Topic number two, operational

00:14:17.759 --> 00:14:20.860
efficiencies. You've got the team starting to

00:14:20.860 --> 00:14:23.019
break bread together. As I alluded to a second

00:14:23.019 --> 00:14:25.399
ago, now it's time to get down to brass tacks,

00:14:25.519 --> 00:14:27.639
right? What are we going to do to grow the business,

00:14:27.840 --> 00:14:31.460
make it more profitable, de -risk it? a whole

00:14:31.460 --> 00:14:33.759
host of operational efficiencies and improvement

00:14:33.759 --> 00:14:36.580
opportunities. So once we've assessed the business,

00:14:36.720 --> 00:14:40.500
right, how do we prioritize what we're going

00:14:40.500 --> 00:14:42.399
to work on next that's going to drive immediate

00:14:42.399 --> 00:14:44.919
impact, midterm impact, long -term impact? How

00:14:44.919 --> 00:14:47.860
do you think about prioritization? Yeah, I think

00:14:47.860 --> 00:14:49.720
one of the things that visually comes to mind,

00:14:49.879 --> 00:14:52.340
and we do this a lot in our diligence decks and

00:14:52.340 --> 00:14:54.220
we're helping companies out on their journeys,

00:14:54.279 --> 00:14:56.779
I think of the X and Y axis. And one of those

00:14:56.779 --> 00:14:59.210
being... The value and the other one being the

00:14:59.210 --> 00:15:01.230
effort. And so when you start to think about

00:15:01.230 --> 00:15:03.470
how do you kind of prioritize and put these things

00:15:03.470 --> 00:15:05.769
together, I would tell you just simply grab a

00:15:05.769 --> 00:15:08.190
whiteboard or a sheet of paper, draw a plus sign

00:15:08.190 --> 00:15:11.129
on an X, Y axis and put value on the bottom and

00:15:11.129 --> 00:15:13.750
effort on the top and start to plot in and just

00:15:13.750 --> 00:15:15.070
a conversation to understand where they are.

00:15:15.309 --> 00:15:17.889
Because the things that are the easiest are high

00:15:17.889 --> 00:15:21.750
value things that are low effort. So those could

00:15:21.750 --> 00:15:24.250
be very simple things like, for example, process

00:15:24.250 --> 00:15:28.009
automation. Today, we have our AP group, our

00:15:28.009 --> 00:15:31.029
accounts payable team, manually creating these

00:15:31.029 --> 00:15:34.250
envelopes, putting them in one by one and shipping

00:15:34.250 --> 00:15:37.669
them out. Let's outsource that as a very simple

00:15:37.669 --> 00:15:39.850
win. It's a couple bucks to do it and we get

00:15:39.850 --> 00:15:42.710
back employee number five's time because they're

00:15:42.710 --> 00:15:44.190
not stuffing envelopes and sending them out.

00:15:44.250 --> 00:15:46.909
That process optimization is an easy one when

00:15:46.909 --> 00:15:49.429
you think about that. Also, there's a lot of

00:15:49.429 --> 00:15:51.169
repetitive tasks in a business, especially in

00:15:51.169 --> 00:15:53.809
the mid -market with a lot of our... family owned

00:15:53.809 --> 00:15:55.870
and family run businesses. You might have folks

00:15:55.870 --> 00:15:57.269
that are in legacy roles that have been doing

00:15:57.269 --> 00:15:59.190
that for a while. That's just kind of working.

00:15:59.330 --> 00:16:02.009
And this new ownership group is a chance to take

00:16:02.009 --> 00:16:04.250
a step back and say, how can I drive out repetitive

00:16:04.250 --> 00:16:06.610
tasks and really get the most value out of my

00:16:06.610 --> 00:16:09.230
team? And then another one I also see in that

00:16:09.230 --> 00:16:11.429
kind of process size is streamlining those workflows.

00:16:11.590 --> 00:16:14.009
So we see kind of this ping pong effect where

00:16:14.009 --> 00:16:15.870
I have to go to one person, they come back to

00:16:15.870 --> 00:16:18.090
me, then I go over to this person. And it's just

00:16:18.090 --> 00:16:20.370
this kind of spaghetti chart of like confusion.

00:16:21.149 --> 00:16:22.690
It's a chance to look at those processes and

00:16:22.690 --> 00:16:26.289
say, hey, let's just get things moving. Let's

00:16:26.289 --> 00:16:28.750
just move along. Let's not have a bunch of red

00:16:28.750 --> 00:16:30.909
tape. What are those processes that we can clean

00:16:30.909 --> 00:16:32.789
up? Sometimes you need an outside group to come

00:16:32.789 --> 00:16:34.909
in and help you on that because folks are really

00:16:34.909 --> 00:16:37.049
happy with what they're doing today, and other

00:16:37.049 --> 00:16:40.049
times you don't. A big one, and we've talked

00:16:40.049 --> 00:16:42.470
about this a couple times, is that cost control

00:16:42.470 --> 00:16:45.629
and savings. How do I start to find ways to reduce

00:16:45.629 --> 00:16:48.659
waste? and drive out some of that waste today.

00:16:48.960 --> 00:16:51.279
Now, we'll find some of that naturally as you

00:16:51.279 --> 00:16:53.340
go through and look at those processes. But as

00:16:53.340 --> 00:16:55.100
you start that financial review that you mentioned

00:16:55.100 --> 00:16:56.580
earlier, you're talking about kind of having

00:16:56.580 --> 00:16:58.799
that visibility to the team and talking about

00:16:58.799 --> 00:17:00.720
how you're going to manage, you'll see some of

00:17:00.720 --> 00:17:03.159
those things that could be wasteful. So a big

00:17:03.159 --> 00:17:05.740
one that we see often is I've got three groups

00:17:05.740 --> 00:17:08.640
that have kind of come together under a sponsor.

00:17:09.259 --> 00:17:11.500
And they're all buying their raw materials separately

00:17:11.500 --> 00:17:13.339
instead of coming together and buying it through

00:17:13.339 --> 00:17:16.279
one kind of group purchasing power. And so we

00:17:16.279 --> 00:17:18.740
see those a lot of times as you start to go through

00:17:18.740 --> 00:17:21.259
that plan, those 100 days to say, are anybody

00:17:21.259 --> 00:17:25.759
else in the group of portfolios from X PE firm

00:17:25.759 --> 00:17:28.000
buying these same materials? And how do we partner

00:17:28.000 --> 00:17:29.880
them to get the best price and drive that down?

00:17:30.619 --> 00:17:32.839
That goes back to the renegotiating of contracts

00:17:32.839 --> 00:17:34.339
as well as part of that process. Because you

00:17:34.339 --> 00:17:37.160
may think, I know for my world, I'm buying this

00:17:37.160 --> 00:17:40.839
software for Microsoft at $35. This other company

00:17:40.839 --> 00:17:42.559
is buying at $32. Let's go have a conversation

00:17:42.559 --> 00:17:44.380
with Microsoft and we'll buy it together and

00:17:44.380 --> 00:17:46.940
save some money there. And then I think this

00:17:46.940 --> 00:17:49.039
is an interesting follow -up conversation we

00:17:49.039 --> 00:17:50.880
should have, Mike, and bring a guest to, which

00:17:50.880 --> 00:17:53.670
is around the procurement side. So how do I put

00:17:53.670 --> 00:17:56.329
in programs in place to allow procurement? So

00:17:56.329 --> 00:17:59.349
no longer do I just go buy from this group because

00:17:59.349 --> 00:18:00.670
I've always bought from Grainger. I'm going to

00:18:00.670 --> 00:18:02.750
continue to buy from Grainger. How do I put together

00:18:02.750 --> 00:18:05.150
an RFP pack, go out and really kind of bid this

00:18:05.150 --> 00:18:07.470
out and put those processes in place in the 100

00:18:07.470 --> 00:18:09.490
days? You may not need to use it because you're

00:18:09.490 --> 00:18:10.950
not going to go change a vendor in the first

00:18:10.950 --> 00:18:12.930
100 days potentially, but you at least have that

00:18:12.930 --> 00:18:15.009
conversation teed up and built. And I think to

00:18:15.009 --> 00:18:17.009
build on something you said earlier, pulling

00:18:17.009 --> 00:18:19.529
some of those conversations forward to set expectations

00:18:19.529 --> 00:18:22.420
and putting together those building blocks. for

00:18:22.420 --> 00:18:25.579
that time is pretty important. And then the last

00:18:25.579 --> 00:18:28.000
one, near and dear to heart, technology and systems.

00:18:28.619 --> 00:18:30.799
If you've done a diligence with us, we'll have

00:18:30.799 --> 00:18:32.940
pointed out a lot of these, and I'm sure most

00:18:32.940 --> 00:18:35.180
folks who do diligences look at the same things.

00:18:35.519 --> 00:18:37.880
What are those ERPs they have in place? Are they

00:18:37.880 --> 00:18:40.430
outdated? Are they not compliant? One of the

00:18:40.430 --> 00:18:42.710
things I think that the Trivista team, we really

00:18:42.710 --> 00:18:44.650
take a lot of pride on because we are tied back

00:18:44.650 --> 00:18:47.529
to operations, is that business enablement. So

00:18:47.529 --> 00:18:50.289
coming out of that diligence, am I enabling or

00:18:50.289 --> 00:18:52.329
disabling my business based on that system? So

00:18:52.329 --> 00:18:54.970
is it not only bits and bytes outdated? It may

00:18:54.970 --> 00:18:56.630
have been the business outgrown the functionality

00:18:56.630 --> 00:18:58.769
of the system. It's still a valid system that

00:18:58.769 --> 00:19:00.490
would run, but not really helping me with what

00:19:00.490 --> 00:19:02.500
I need. Again, going back to another thing you

00:19:02.500 --> 00:19:04.099
said, data visibility. What are those reports

00:19:04.099 --> 00:19:06.079
I'm looking for? What do I need? If I don't have

00:19:06.079 --> 00:19:08.460
a common data repository, how do I get that stood

00:19:08.460 --> 00:19:11.279
up and talk about it in 100 days? And then how

00:19:11.279 --> 00:19:13.299
do I start to integrate and pull my tools together?

00:19:14.079 --> 00:19:16.140
Most of the time, and I think this will be interesting

00:19:16.140 --> 00:19:18.440
to hear from you, most of the time our clients

00:19:18.440 --> 00:19:21.480
are buying a company to scale it. They're not

00:19:21.480 --> 00:19:23.680
buying it to keep it where it is and sit on it.

00:19:23.720 --> 00:19:24.859
They're buying it for something they want to

00:19:24.859 --> 00:19:27.500
scale. So when we go in and do a diligence, we

00:19:27.500 --> 00:19:29.279
always have this question every time we talk

00:19:29.279 --> 00:19:32.819
about a system. Does it break at 2x, 5x, or 10x?

00:19:32.940 --> 00:19:35.420
And that's a question of scale. How far can this

00:19:35.420 --> 00:19:38.160
system take me in my process? Can it handle more

00:19:38.160 --> 00:19:39.940
transactions? Can it handle more manufacturing?

00:19:40.279 --> 00:19:42.579
Can it handle a larger organization? And so a

00:19:42.579 --> 00:19:44.279
lot of times we have those conversations around

00:19:44.279 --> 00:19:46.859
scale. I know, again, those are kind of my points

00:19:46.859 --> 00:19:50.180
around process, cost, and technology. What do

00:19:50.180 --> 00:19:51.960
you kind of think in that space of operational

00:19:51.960 --> 00:19:53.920
cryptocurrencies? Like you mentioned, the systems

00:19:53.920 --> 00:19:57.160
are oftentimes a big deal. If the business doesn't

00:19:57.160 --> 00:19:59.839
have the right system in place to take it to

00:19:59.839 --> 00:20:01.519
the next level of maturity or the next level

00:20:01.519 --> 00:20:06.920
of growth, changing out a system could take 18

00:20:06.920 --> 00:20:10.819
months at the short end, 36 months at the long

00:20:10.819 --> 00:20:13.829
end. private equity firm who wants to own that

00:20:13.829 --> 00:20:15.529
business for five years, if that is something

00:20:15.529 --> 00:20:18.589
that they want to tackle or that management needs

00:20:18.589 --> 00:20:21.329
to tackle, wants to tackle, that's got to be,

00:20:21.369 --> 00:20:24.150
you got to kick that off very early in the ownership

00:20:24.150 --> 00:20:26.170
cycle. So, you know, first 100 days, that's a

00:20:26.170 --> 00:20:28.690
great fit there. You know, I love the classic

00:20:28.690 --> 00:20:31.789
benefit effort analysis. You can't be a consultant

00:20:31.789 --> 00:20:33.430
if you don't have a conversation where you introduce

00:20:33.430 --> 00:20:37.670
that tool set. But as simple as it is, it's a

00:20:37.670 --> 00:20:39.650
really effective tool, right? So I think what

00:20:39.650 --> 00:20:41.960
you're going to find is that Most private equity

00:20:41.960 --> 00:20:46.099
investors pre -closed are developing their investment

00:20:46.099 --> 00:20:49.400
thesis and hypothesis about how that thesis is

00:20:49.400 --> 00:20:51.480
going to come together. It's going to hinge on

00:20:51.480 --> 00:20:54.160
things like process optimization, cost control,

00:20:54.400 --> 00:20:57.200
cost savings opportunities, what ERP system is

00:20:57.200 --> 00:20:59.240
going to get us where we want to get to, and

00:20:59.240 --> 00:21:00.980
very quickly post -close, like we talked about

00:21:00.980 --> 00:21:02.599
earlier, aligning with that management team,

00:21:02.700 --> 00:21:05.000
sitting down with the right folks, getting the

00:21:05.000 --> 00:21:08.539
right plan together. talking about benefit effort

00:21:08.539 --> 00:21:10.960
and sequencing and prioritizing what's going

00:21:10.960 --> 00:21:13.279
to move the needle. Also recognizing that not

00:21:13.279 --> 00:21:15.500
every business is going to be perfect when a

00:21:15.500 --> 00:21:17.720
private equity fund invests in it, and certainly

00:21:17.720 --> 00:21:19.539
no business is ever going to be perfect when

00:21:19.539 --> 00:21:21.920
they exit it on the back end, but trying to optimize

00:21:21.920 --> 00:21:25.160
it as best they can is really the goal. Hey,

00:21:25.200 --> 00:21:28.079
so Mike, maybe that leads us to our third topic

00:21:28.079 --> 00:21:30.720
that you mentioned earlier, the alignment of

00:21:30.720 --> 00:21:33.150
the... kind of that leadership team in the strategy

00:21:33.150 --> 00:21:36.109
side. And maybe this is one that you could answer.

00:21:36.549 --> 00:21:39.509
So obviously having your leadership buy -in because

00:21:39.509 --> 00:21:41.089
you said you bought that organization to grow

00:21:41.089 --> 00:21:42.950
it because you believe in it. You probably believe

00:21:42.950 --> 00:21:45.890
in at least some or most of the leadership. How

00:21:45.890 --> 00:21:47.690
do you ensure that management team is aligned

00:21:47.690 --> 00:21:50.250
to everything we just said and ready to kick

00:21:50.250 --> 00:21:52.210
butt, take names and execute? Like how do you

00:21:52.210 --> 00:21:54.390
tie all this and pull it together and get it

00:21:54.390 --> 00:21:56.089
to that management team in a thoughtful way?

00:21:56.869 --> 00:22:00.450
Well, I think you'd be surprised that it's very...

00:22:00.640 --> 00:22:04.119
And seldomly the private equity fund has a strategy

00:22:04.119 --> 00:22:06.839
that they're giving to the management team and

00:22:06.839 --> 00:22:08.779
getting the management team aligned around that

00:22:08.779 --> 00:22:10.839
strategy, right? That's really not how it works.

00:22:10.859 --> 00:22:13.140
Kind of a common misconception though. Most private

00:22:13.140 --> 00:22:15.059
equity funds are buying businesses with management

00:22:15.059 --> 00:22:18.900
teams that are in place with no intent of changing

00:22:18.900 --> 00:22:22.440
those management teams that much. Maybe a little

00:22:22.440 --> 00:22:23.920
bit on the margin, right? Maybe the business

00:22:23.920 --> 00:22:26.339
has never had a proper CFO before, so they're

00:22:26.339 --> 00:22:27.519
going to bring in a new CFO, but that's going

00:22:27.519 --> 00:22:29.690
to be to compliment. the management team, not

00:22:29.690 --> 00:22:32.970
to supplement the management team. Again, go

00:22:32.970 --> 00:22:34.569
back to what I've said a couple of times on this

00:22:34.569 --> 00:22:37.089
episode and others. Most private equity funds

00:22:37.089 --> 00:22:38.910
are trying to invest in businesses and own them

00:22:38.910 --> 00:22:42.109
for about four, five, six years. If you're only

00:22:42.109 --> 00:22:44.470
going to own it for a relatively short period

00:22:44.470 --> 00:22:46.549
of time, you can't change out the whole management

00:22:46.549 --> 00:22:50.410
team. That'd be a lot of disruption. It would

00:22:50.410 --> 00:22:52.430
take a long time to recruit the right people,

00:22:52.509 --> 00:22:54.710
then to get them to work together cohesively.

00:22:54.750 --> 00:22:56.509
That takes a little while. It's a big cultural

00:22:56.509 --> 00:22:58.740
shift there. So most private equity funds are

00:22:58.740 --> 00:23:01.259
backing management teams that know how to grow

00:23:01.259 --> 00:23:02.980
these businesses and maybe just giving them more

00:23:02.980 --> 00:23:05.839
resources or giving them more permission or giving

00:23:05.839 --> 00:23:09.559
them more capacity to go and grow them. And I

00:23:09.559 --> 00:23:11.160
think, you know, back to what I said earlier,

00:23:11.319 --> 00:23:13.660
sitting down, the investors sitting down with

00:23:13.660 --> 00:23:16.400
the management team and vice versa, very early

00:23:16.400 --> 00:23:18.519
in the ownership cycle. And oftentimes this actually

00:23:18.519 --> 00:23:20.000
starts happening in diligence, right? As they're

00:23:20.000 --> 00:23:21.920
getting to know each other, the PE firms are

00:23:21.920 --> 00:23:23.900
asking a thousand questions about them. the business.

00:23:24.059 --> 00:23:25.559
The management team's got a thousand questions

00:23:25.559 --> 00:23:27.299
about the private equity investors. So it's not

00:23:27.299 --> 00:23:28.720
like this is the first time they've ever met.

00:23:29.000 --> 00:23:30.920
But sitting down early in the ownership cycle

00:23:30.920 --> 00:23:33.240
and validating that everybody's on the same page

00:23:33.240 --> 00:23:35.859
when it comes to the growth strategy for the

00:23:35.859 --> 00:23:38.019
company and the underlying investment thesis

00:23:38.019 --> 00:23:40.420
that the investors bought the business or invested

00:23:40.420 --> 00:23:44.069
in the business using. And then driving accountability

00:23:44.069 --> 00:23:46.390
post -close, or I'm sorry, driving accountability

00:23:46.390 --> 00:23:48.890
on a go -forward basis, right? Which typically

00:23:48.890 --> 00:23:50.890
is the responsibility, quite frankly, of the

00:23:50.890 --> 00:23:53.349
CEO, right? And that kind of goes both ways.

00:23:53.430 --> 00:23:56.309
The CEO is in every board discussion. The CEO

00:23:56.309 --> 00:23:59.990
is kind of tasked with understanding the thesis

00:23:59.990 --> 00:24:02.789
of the investors and mapping that to the growth

00:24:02.789 --> 00:24:05.049
strategy of the business, and then turning around

00:24:05.049 --> 00:24:06.849
to his leadership team and getting them motivated

00:24:06.849 --> 00:24:09.529
and incented and aligned around achieving those

00:24:09.529 --> 00:24:13.430
goals. So there's just a lot of work around alignment

00:24:13.430 --> 00:24:17.069
of stakeholders and shareholders. And then it's

00:24:17.069 --> 00:24:18.849
about just driving accountability, which quite

00:24:18.849 --> 00:24:20.630
frankly, you know, I've seen it done a thousand

00:24:20.630 --> 00:24:22.890
different ways. For those folks who are familiar

00:24:22.890 --> 00:24:25.309
with things like the Danaher business system

00:24:25.309 --> 00:24:28.309
or the ITT leadership system, GE had one of theirs.

00:24:28.450 --> 00:24:30.609
There are very tried and true tool sets, whether

00:24:30.609 --> 00:24:33.529
it's X -Matrix, strategy deployment, goal deployment,

00:24:33.750 --> 00:24:36.869
Hoshin -Conry, plan, do, check, act, OGSM. Like

00:24:36.869 --> 00:24:39.130
there's 5 ,000 management consultant tools out

00:24:39.130 --> 00:24:41.109
there. At the end of the day, it comes down to,

00:24:41.170 --> 00:24:43.470
do we have the right people on the boat in the

00:24:43.470 --> 00:24:45.730
right seats? Do they know which direction that

00:24:45.730 --> 00:24:47.450
they're trying to point the boat? And then how

00:24:47.450 --> 00:24:49.289
do we get them all rowing? And it can be very

00:24:49.289 --> 00:24:51.990
simple. A simple Gantt chart with due dates and

00:24:51.990 --> 00:24:56.109
milestones and who owns which action, that goes

00:24:56.109 --> 00:24:58.589
a long way. So I think clearly communicating

00:24:58.589 --> 00:25:00.490
the vision in the first 100 days is critically

00:25:00.490 --> 00:25:02.910
important. If you are going to do some leadership

00:25:02.910 --> 00:25:05.230
adjustments, like add a new CFO or something

00:25:05.230 --> 00:25:07.450
like that. let's get that kicked off soon, right?

00:25:07.509 --> 00:25:10.250
Don't wait three years to go and do that when

00:25:10.250 --> 00:25:11.390
you're going to get ready to sell the business.

00:25:11.450 --> 00:25:13.609
Let's do that pretty quickly so that we can have

00:25:13.609 --> 00:25:15.650
the, yes, you're going to get the cost early,

00:25:15.710 --> 00:25:16.990
but you're also likely going to get the benefit

00:25:16.990 --> 00:25:19.329
and the impact early in the cycle. You're going

00:25:19.329 --> 00:25:21.769
to gain more visibility. If it's a proper CFO

00:25:21.769 --> 00:25:23.829
into the financials, they're going to help you

00:25:23.829 --> 00:25:25.250
make smarter decisions faster. They're going

00:25:25.250 --> 00:25:26.769
to close the books more quickly. Your financial

00:25:26.769 --> 00:25:27.990
reporting is going to improve. And that's just

00:25:27.990 --> 00:25:30.509
the example of the CFO. And then last and certainly

00:25:30.509 --> 00:25:32.650
not least, like I said, tracking it, measuring

00:25:32.650 --> 00:25:35.009
it. and holding people accountable to doing what

00:25:35.009 --> 00:25:37.069
they said they were going to do. Yeah, Mike,

00:25:37.170 --> 00:25:38.849
I think those are some great points. A couple

00:25:38.849 --> 00:25:41.170
highlights on that. And a lot of times we hear

00:25:41.170 --> 00:25:44.190
from consultants, about consultants, you come

00:25:44.190 --> 00:25:45.809
in and just tell us what we already knew and

00:25:45.809 --> 00:25:48.569
you put it in a document. And it's true. And

00:25:48.569 --> 00:25:50.450
I love the point you made is writing it down,

00:25:50.509 --> 00:25:52.410
documenting it, having that information there

00:25:52.410 --> 00:25:55.789
is so critical for folks to understand what it

00:25:55.789 --> 00:25:58.529
is and be able to be on the same page. But my

00:25:58.529 --> 00:26:00.890
favorite point of everything that you said was...

00:26:00.970 --> 00:26:02.529
Really, it's that management team is the one

00:26:02.529 --> 00:26:03.990
that's accountable. Just because you have a new

00:26:03.990 --> 00:26:06.609
sponsor, some additional cash or some folks that

00:26:06.609 --> 00:26:08.410
are working with you and maybe additional help.

00:26:08.690 --> 00:26:10.809
At the end of the day, ultimately, the accountability

00:26:10.809 --> 00:26:12.970
sits with that team to continue to drive value,

00:26:13.170 --> 00:26:15.150
drive the business, grow the business and make

00:26:15.150 --> 00:26:17.289
those changes. So it's not a hands up, put it

00:26:17.289 --> 00:26:19.849
in autopilot, enjoy. It's maybe a little bit

00:26:19.849 --> 00:26:21.289
of guidance and help. So I think that's a great

00:26:21.289 --> 00:26:22.809
point for our listeners as they listen to this.

00:26:22.950 --> 00:26:24.990
We're not saying this is a disempowering thing.

00:26:25.359 --> 00:26:27.200
We're saying you're empowered more and you have

00:26:27.200 --> 00:26:29.500
more responsibility, but the ability to grow

00:26:29.500 --> 00:26:32.539
it even faster and stronger is there because

00:26:32.539 --> 00:26:34.279
you have that financial backing. So that's an

00:26:34.279 --> 00:26:36.500
excellent point. Well, James, because this is

00:26:36.500 --> 00:26:38.660
an episode about the first hundred days, right?

00:26:38.720 --> 00:26:40.980
Not the first hundred years. Yeah. This one's

00:26:40.980 --> 00:26:43.119
going to be a shorter episode for us because

00:26:43.119 --> 00:26:44.519
I don't think we need to belabor it. I think

00:26:44.519 --> 00:26:46.859
we've given people the highlights, get the people,

00:26:46.980 --> 00:26:49.200
get the right people on the team, get them aligned

00:26:49.200 --> 00:26:51.759
and get things moving to the extent that they're.

00:26:52.119 --> 00:26:53.359
opportunities that you want to take advantage

00:26:53.359 --> 00:26:56.420
of. So to wrap things up here, a little trivia,

00:26:56.579 --> 00:27:00.559
right? Your favorite. I love it. What percent

00:27:00.559 --> 00:27:03.559
of private equity deals involve operational improvements

00:27:03.559 --> 00:27:07.720
as part of their value creation plan? So I love

00:27:07.720 --> 00:27:10.380
these because we, as you've heard in other episodes,

00:27:10.460 --> 00:27:11.940
folks, we're not the best at guessing these.

00:27:12.019 --> 00:27:14.339
So I think we're like 0 and 20. But I'm going

00:27:14.339 --> 00:27:16.900
to say based on my win rates. Didn't we get one

00:27:16.900 --> 00:27:19.279
wrong twice? I think we're like. Negative one

00:27:19.279 --> 00:27:21.539
out of 20. Yeah, that's fair. That's fair. That's

00:27:21.539 --> 00:27:24.019
a good stat. We'll have to go to producer Matt

00:27:24.019 --> 00:27:26.480
to have that checked out. One of the things I

00:27:26.480 --> 00:27:28.519
think is, because we do the post -close work

00:27:28.519 --> 00:27:29.720
and we do the diligence work. So I'm going to

00:27:29.720 --> 00:27:32.920
go on my win rate. I'm going to go 75 % because

00:27:32.920 --> 00:27:34.900
75 % of the time we get called back to do some

00:27:34.900 --> 00:27:37.859
sort of work. So 75 % of the time. So I'm going

00:27:37.859 --> 00:27:41.339
to give you the answer by telling a story. I

00:27:41.339 --> 00:27:43.039
think people in the private equity industry are

00:27:43.039 --> 00:27:44.640
going to be very familiar with. Those less familiar,

00:27:44.759 --> 00:27:48.500
less familiar with, right? The private equity

00:27:48.500 --> 00:27:51.759
kind of buyout world dates back to the 80s, right?

00:27:51.819 --> 00:27:54.039
One of the most famous ones, the RJR Nabisco

00:27:54.039 --> 00:27:57.740
deal with KKR. A few deals in the 80s, a lot

00:27:57.740 --> 00:28:00.019
of deals in the 90s, thousands of deals in the

00:28:00.019 --> 00:28:02.680
2000s. 2010s, it became tens of thousands of

00:28:02.680 --> 00:28:06.180
deals as the industry has grown. In the 80s and

00:28:06.180 --> 00:28:08.339
90s, the answer to that question probably would

00:28:08.339 --> 00:28:11.940
have been less than 5%, right? Private equity

00:28:11.940 --> 00:28:13.619
investors were buying businesses with strong

00:28:13.619 --> 00:28:16.650
cash flows. with durable business models, hoping

00:28:16.650 --> 00:28:18.130
they could just pay down some debt and they'd

00:28:18.130 --> 00:28:20.410
make a bunch of money when they sold it on a

00:28:20.410 --> 00:28:23.289
few years later. We call that the financial engineering

00:28:23.289 --> 00:28:26.650
era. As we got more into the 2000s, we started

00:28:26.650 --> 00:28:29.009
to enter the operational improvement era. This

00:28:29.009 --> 00:28:33.190
really kicked off 2010 to 2020 and still to this

00:28:33.190 --> 00:28:36.289
day. These days, the vast majority of private

00:28:36.289 --> 00:28:38.349
equity deals are going to have a very thorough

00:28:38.349 --> 00:28:41.680
operational value creation plan. In fact, The

00:28:41.680 --> 00:28:44.160
stats that I was able to find suggest that 85

00:28:44.160 --> 00:28:46.299
plus percent of the time, there's going to be

00:28:46.299 --> 00:28:49.839
a plan in place. But I would stress, James, for

00:28:49.839 --> 00:28:52.099
the listeners who are a little bit newer to kind

00:28:52.099 --> 00:28:55.359
of how this works, very rare do we see a private

00:28:55.359 --> 00:28:57.519
equity fund present their plan to the management

00:28:57.519 --> 00:28:59.819
team and just expect them to go and execute it.

00:28:59.839 --> 00:29:02.400
That's just really not how it works. And in fact,

00:29:02.420 --> 00:29:05.500
I've seen a lot of managers kind of disappointed

00:29:05.500 --> 00:29:07.819
or let down is the wrong word, but maybe surprised

00:29:07.819 --> 00:29:10.569
that... Somebody wasn't handing them a, hey,

00:29:10.589 --> 00:29:12.950
you should go and do these 10 things. It really

00:29:12.950 --> 00:29:16.269
is a collaborative conversation where the investors

00:29:16.269 --> 00:29:18.289
have probably made some interesting observations,

00:29:18.630 --> 00:29:20.390
third party, outside perspective observations

00:29:20.390 --> 00:29:22.750
about the business. They want to conjoin that

00:29:22.750 --> 00:29:25.690
with management's in -place strategy, maybe tweak

00:29:25.690 --> 00:29:27.109
it on the margin and let the management team

00:29:27.109 --> 00:29:29.009
get back to running the business and keep growing

00:29:29.009 --> 00:29:31.529
it, which is what they're hopefully best in the

00:29:31.529 --> 00:29:33.970
world at doing. So vast, vast majority of the

00:29:33.970 --> 00:29:36.490
time these days, you're going to see one of these

00:29:36.490 --> 00:29:38.539
plants. Sounds like I need to get out there and

00:29:38.539 --> 00:29:40.519
hustle a bit more. I'm missing 10 % of the addressable

00:29:40.519 --> 00:29:42.980
market, but that's a good tip. And I think that

00:29:42.980 --> 00:29:46.839
taking the plan, just a final story before we

00:29:46.839 --> 00:29:49.299
close, is I had this mentor and I was asking

00:29:49.299 --> 00:29:50.920
for some advice on something and we were talking

00:29:50.920 --> 00:29:53.920
about a subject. And I was like, hey, what's

00:29:53.920 --> 00:29:55.220
something that I should do in this situation?

00:29:55.619 --> 00:29:58.460
And the comment back was, just so you know, at

00:29:58.460 --> 00:30:00.789
some point... The people that you're going to

00:30:00.789 --> 00:30:02.930
get the advice from is no longer there. It's

00:30:02.930 --> 00:30:04.609
you that's going to be giving the advice to others.

00:30:04.750 --> 00:30:07.730
And so I think that growth opportunity and having

00:30:07.730 --> 00:30:09.410
that plan and to that point of you can't just

00:30:09.410 --> 00:30:10.789
always knock on that door. Sometimes you're the

00:30:10.789 --> 00:30:12.650
one that's going to have to have the answer was

00:30:12.650 --> 00:30:14.750
a great conversation from a mentor. Great comment

00:30:14.750 --> 00:30:16.529
by you. And I think that's the note I'd leave

00:30:16.529 --> 00:30:18.529
out for the management team is take these things

00:30:18.529 --> 00:30:19.990
and look as a way to empower yourself and be

00:30:19.990 --> 00:30:22.609
prepared for those conversations. Yep, absolutely.

00:30:23.470 --> 00:30:25.690
All right. Well, thanks, everybody, for listening.

00:30:25.849 --> 00:30:28.049
We'll catch you next time. Don't forget, like

00:30:28.049 --> 00:30:30.720
and subscribe. to the most popular podcast in

00:30:30.720 --> 00:30:33.180
town. Until then, we'll see you next time. See

00:30:33.180 --> 00:30:36.759
y 'all. Thanks for tuning into this episode of

00:30:36.759 --> 00:30:39.880
Growing EBITDA. If you liked this episode, hit

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