Building a Partnership Between the Investment Sponsor and Operating Sponsor

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I'm Kisam Patel and you're listening to M and A Science, where we talk with deal professionals and learn valuable lessons from their experience. This podcast focuses on stories, strategies and what actually happened during MA deals. Welcome to M&A Science Live. Putting together companies is complicated and taking them apart is even more complicated. We take lessons from real practitioners and enable them through our Deal Room platform. In this podcast series, we interview leading M and A practitioners to learn lessons from their experience. Learning proven techniques is key to optimizing your M and A practice. If you're interested in learning more, connect with us at our networking events and access our educational resources@mascience.com I'm your host, Kisan Patel, CEO and founder of Deal Room. Today I'm here with Sean Alford, Senior Vice President of corporate development at J2 Global. He's responsible for origination, analysis and execution of mergers and acquisitions, investments and strategic transactions across the J2 Global portfolio. Prior to taking his current role, Shawn led corporate development for Ziff Davis and J2 Digital Media. Today we're going to talk about how to build a partnership between the investment sponsor and the operating sponsor. How you doing, Sean?

Good, good. Happy to be here. Thanks for having me.

Could we kick off with maybe a little overview of your background?

Yeah, happy to. I started my career as a corporate lawyer at Proscour Rose in in New York where I focused on corporate transactions in the sports, media and telecom space. So practiced for a number of years and came to J2 at the time Ziff Davis in 2017. I now oversee the corporate development function at J2 and that's the team responsible for M and A acquisitions, investments, divestitures and Strategic transactions.

Great. So that's all the logos behind you.

We got a lot of logos. In total, we have somewhere north of 40 brands at J2.

And you run them all independently?

Yeah, that's right. If you take a step back and think about J2 as a company, it's really an owner and operator of 40 plus independent businesses in the Internet and information services sector. So we are organized with 13 business units. We have three division presidents that oversee business units and we cover a couple of different sectors. But generally in the TMT industry we've got a division focused on software, cloud, software applications, we've got a division focused on digital health. And then we have our Ziff Davis division which really has its own independent silos focused on gaming, entertainment, broadband and digital publishing. So well diversified and really decentralized an operation.

So you'd almost look at some of your investments or your operating model similar to our private equity fund where you may look at some places platforms and others as add ons to existing companies.

That's exactly right. There's a lot of similarities between us and private equity both in the volume of transactions and the way that we operate our businesses after we acquire them. There's a lot of operational independence.

Got it. What does a partnership between an investment sponsor and operating sponsor entail?

For us that relationship is really symbiotic. So that is the secret sauce. At J2 we are very focused on giving the operators of our businesses independence and encouraging them to go out and acquire and use M and A capitals. The partnership between the M and A team, the corporate development team and the operating sponsor is critically important. We have a pretty structured approach in our M and A program where we have a pretty detailed funnel and stages of a deal. And at each stage there's a different level of partnership between the corporate development sponsor, the investment sponsor and the operating sponsor. We like for most of our deals to be originated by the operating sponsor. Certainly if it's going to be something that they are going to operate, they're the ones who craft the theme that they want to pursue. They're the ones who come up with the business plan. They're the ones who have to live and breathe the business and they're also experts in the sectors that we operate in. So we on the corporate development side put a lot of faith in their experience and knowledge to go out and find the right acquisition for them in the right sector with the right trends. On the corporate development side, we are very fundamental focused. We are going to pay close attention to the free cash flow of the business, the sustainability of the business. And then we're also in our group helping our CEO, cfo, and ultimately our board make capital allocation decisions. So trying to line these opportunities up in similar digestible ways so that you can compare one opportunity to another and make a decision on where to allocate the capital. Because there is a finite amount of capital, you can't spend it freely everywhere. And our role is to help make the right decisions on where to spend.

Now, one of the things you mentioned was that the relationship evolves as the deal moves along. Could you elaborate a little bit on that?

The way that we're set up is we basically have sourcing relationships by individual within my group. So in some cases, I'll spend time with the general manager of a business outside of a live deal context, just once a week, checking in what's going on with your business. What are we prioritizing in terms of M and A? What can I do to help go chase down an opportunity or help you develop an opportunity. And it's nice to have that dialogue and relationship outside of a live deal context. And then when something sparks and you've got an actionable opportunity, we huddle, maybe as a broader group, and you bring in other members of both the corporate development team, the J2Parent Stakeholder Group, and then the operating unit to assess. All right, well, what should we pay? How should we go about this? How much additional work do we need to do to have confidence in the number that we would put forward in an offer? If there's a response that's positive, you do your negotiating, you get to at least arrange maybe even a precise number with the seller. Then we're really in that lockstep every day, having conversations between the corporate development team and the operating sponsor, figuring out where we're going to prioritize our time, how we're going to package this up for the approval process internally, and having a lot of debates. That's one of the things that you have to embrace and enjoy at J2 is being willing to debate an opportunity, willing to poke holes in a thesis and defend holes that others are trying to poke in the best relationships that we have. The best examples of an operating sponsor and a corporate development sponsor working well together. There is that constructive debate and tension that helps lead to the best outcomes.

I like that view. Well, look, can we define operating sponsor?

It's basically a CEO, a mini CEO. It is someone at J2 whose title may be general manager. It's someone who is ready to operate the P and L Of the business that we acquire, our operating sponsors all have sector expertise. Again, I'll take a step back and walk to a couple of our themes. We got, call it a half a dozen things that we pursue. We've got cybersecurity, we've got digital publishing, we've got digital health, we have gaming, entertainment, we have E commerce, we have broadband. Within each of these themes or sectors, we have executives who have been in the space for years who know how to operate within this sector, how to see around corners, where the headwinds are, where the tailwinds are. That is the operating sponsor. It's effectively a mini CEO who is.

A sector expert that's running the business line.

It's running the business.

Your relationship is you're spending time with them because you want to understand their strategies. Ideally, you'd like for them to originate some of the opportunities, but in addition, you're aligning yourself with some of the goals and objectives to help grow that business and also supplementing their efforts to identify businesses.

That's right.

How does that progress? How do you go from there where you start identifying a potential target? What does that working relationship look like? Just curious how you go about supporting each other's effort through an acquisition between you as the investment sponsor and your operating sponsor.

Let's walk through an example. With our recent RetailMeNot acquisition that just closed. This is an asset that we have institutionally known for over 10 years. It's a business that our CEO evaluated as an operating sponsor with a private equity fund before he joined Ziff Davis. There's a deep familiarity with the business. It's something that we've tracked literally for more than 10 years. Before I arrived at J2, we saw it taken private. When McAndrews and Forbes took it private, it came to market through an investment bank who we know well. Evercore. They reached out to me and our CEO company to let us know that they're bringing the business to market. We were a natural prospective buyer. Our immediate reaction was, this is certainly something we should take a look at. We are going to be able to move fast. Whenever you guys are at a stage where you're ready to move, come to us and we'll dig in. They then go and run a lot of their process. We then circle around our resources internally. The president of Diff Davis was closely involved in that as a sponsor. And the general manager of Zip Media Group was closely involved as an operating sponsor. So that. And look, it was for us a large deal. It was a deal well into the Nine figures and needed multiple operating sponsors. So in that case, you really had three levels of operating sponsorship and really three levels of corporate development sponsorship. So on the operating side, you had our CEO who knows the business very well and it's a business model that he's had a lot of success with at Ziff Davis and now J2 and even predating that at Time Inc. You've got Steve Horowitz, division president of Ziff Davis, who is the expert in affiliate commerce and online commerce, so knows the retailmenot business well. And then you've got Mike Finnerty, who is the general manager of Ziff Media Group, who was really designated as the individual who's going to be running this business if and when we acquire it. So with each of those layers, they're taking a different view, right? You've got the CEO level view, this kind of curvature of the earth, how does this fit in? You've got the division president level view, which is look at the forest and make sure you understand the landscape of the forest. And then you've got the gm, the business unit, GM level view, who is in the trees, understanding all of the employees, all of the lines of businesses, all of the revenue, all of the patterns historically and going forward. On the corporate development side, you've got me. You've got a VP who is involved, an associate who is involved. There's a similar architecture that sort of mirrors the operating side of it. I'm working with the high level of the transaction, going deep when I need to. VP is helping to manage up and down, getting into the details, working on discrete work streams, whether it's HR or tax or legal. And then our associate, who is deeply entrenched into the model and working step by step with the GM, who's the operating sponsor, to understand all of the KPIs that support the financial model and all of the assumptions that we have to believe in to have confidence in the investment. And as you go through the process, each of these two sponsorship groups is pulling in resources from all across J2. We're pulling in tax advice, we're pulling in accounting advice, we're pulling in inside and outside counsel, we're pulling in HR experts. For a deal of that size, it's got many layers to it and lots of constituents and folks who are involved. Once we came to an agreement on price, I think symbiotic is the best way to describe it in terms of the relationship between the operator and the investor. Corporate development, we were lockstep. We were on calls together for days on end with the other side, you have to tag in and tag out. It's not efficient to have everybody on every call. But certainly at the end of every day, we were huddling and talking about what the operators are seeing and feeling and sensing what the dispassionate corporate development group is seeing and identifying and challenging and worked out well for us. That particular acquisition, I think is going to be a huge success. It's already showing signs of success for us in terms of our playbook. That really is a model or the.

Debates you had on that deal.

Oh, man. We could. We could probably set up another podcast on that one. The performance marketing space is a space that we were early to. Certainly Vivek Shah and Steve Orwitz were early to and know well. And a lot of people have rushed into that space now because they've seen how successful you can be when you get the model right. A lot of the questions we were asking ourselves is whether it's too late to get back into that now. What we discovered, this RetailMeNot platform adds a level of scale that we don't have in terms of the gross merchandise value that is sold on that platform or through that platform separately. As we got into it, we realized, hey, there's actually some pretty easy things that we can do to optimize this business to in maybe a counterintuitive way, help it catch up to where we are. Even though it's in a lot of ways a larger business than our historical affiliate commerce and performance marketing business. We were ahead of that business and are ahead of that business in a lot of things like take rate and commission rate and optimization of the business model. So we quickly got comfortable that, hey, this really is a great opportunity where we can uniquely add value. But we had debate about it.

Right? Right.

We debated, can we really improve this thing? Let's be honest with ourselves. This is a bigger performance marketing business than the business into which it's going to fold. We had the healthy debate and we got to a great place as a result.

How does that evolve? Because it sounds like you're really focused on the overall broad strategy of the deal and you're having those discussions and debates. And then as these different folks on the sponsor side and the operating side pull in additional resources and they're sharing their views from the details. How does that evolve and how do you also keep alignment with the overall goals and objectives of bringing all these different people in so they know what they're doing?

A little sprinkle of magic. I don't know Magic and luck. At times it is like herding cats. But I think that is really what the corporate development team is paid to do, is to organize all of those moving pieces and ensure alignment, making sure that every side of the equation understands all of the component parts to the deal. The toughest part about it is taking all of those pieces and distilling it into something that is digestible for a board. These are complex businesses that we look at and the level of detail that we go into in our evaluation and our diligence is painstaking in detail. Boards certainly don't have the time. It's not efficient for them to go through every line item of detail, but it is critical that they get the best summation of the detail and understand all of the risks and upsides and opportunities and business plan and integration plan associated with an investment. It's not easy, but it's really rewarding when it comes together the right way.

What does that look like from the board's perspective? When do they get introduced to the deal? To that point, you actually agreed on a price and are moving forward.

I'm not a part of the regular dialogue with our board members, but our CEO and our CFO certainly are and keep them up to date regularly along the way. It culminates in a presentation at a board meeting where all of the details are presented, the investment case is presented, the transaction is pretty buttoned up, the risks are clearly identified, and we're in a position where we can move forward if they approve it.

Got it. When we go back to that relationship between yours on the sponsoring side, operating side, and moving forward from that point of agreeing on a price probably means you're sending a letter of intent out and getting some general terms agreed upon, moving into exclusivity, period. What does that look like? Because you mentioned lockstep from then. Is it that smooth and beautiful going through diligence, or what sort of surprises and unexpected things come about?

Well, you have to expect the unexpected in any transaction. So while I wish they were all smooth and beautiful, it's. It's not always the case, but they can be. I mean, we last week closed on an acquisition for our cybersecurity business. It's about as smooth as it gets. There were certainly wrinkles and risks and issues that we had to navigate. We err on the side of over communicating with all of the stakeholders involved and frankly, over communicating with the other side. I think that can ensure that you can avoid some speed bumps and roadblocks. And it's really important to have that positive dialogue with the other side and regular dialogue and over communication. We strive for that. But don't get me wrong, more often than not it is messy. MA transactions are just very complex and as a result can be messy.

I like the view on over communicating. I feel like that's where things get in the wrong direction, is when you decide to under communicate versus over communicate when working with that operating sponsor and going through those different diligence. Because it sounds like a lot of it comes to the general strategy, getting alignment around prices and obviously there could be some different views on that, but once you get some general alignment around there. Are there other issues that come up or is everybody pretty on point and aligned with moving forward with the deal and just doing what it takes to get the deal done and obviously being agile for the unexpected.

We have M and A in our blood. I think every operator, certainly everyone on the corporate development team and every stakeholder group at J2 knows that mergers and acquisitions and closing deals is what we do. There is not a problem getting momentum going and getting everyone moving in the right direction at the right speed for us. At the same time, we are very disciplined. We will walk away from a deal that's not a good deal for us. Now to try to avoid a situation where we're walking away post exclusivity, something we rarely do and hate to do. We are pretty rigorous on the front end. Before that loi, before that stage, that lockstep stage where everybody's involved. We do a lot of work with the operating sponsor, certainly with the CEO, cfo, division president to make sure that this is the right price. This is something that when we flip the switch, we can run fast at because that's the speed that we operate at. We like to close quickly once we have an agreement on price. But that means your price better be right. So we're very cautious and disciplined when it comes to making sure that we're paying the right price.

Got it. Allows you to move with certainty. Does the partnership extend through integration or is there a handoff?

That's a good question. There is definitely a handoff. And it really begins in the late stages of a deal. So when you're getting to the point where purchase documents are near final, the integration plan is something that we will work on with the operating sponsor. So helping them think through and just serving as a sounding board for what the first 10, 30, 60, 91, 20 days look like. There's usually a matrix that outlines in detail what we want to accomplish at different milestones. We will be a part of that. But again, our team is there to help think and help frame. The operator is the one who's driving that. They are the one who's going to live it, breathe it. We're just there to help frame it. Think about it. Right about the time that we're getting to close, we will transition our investment model to an operating model that's run by the equivalent of the CFO for the operating unit. And they are going to fold it into their budget and track it with their budget and then post close. The operating sponsor is responsible for executing against his or her plan. We certainly monitor the performance of investments and we try to learn from each investment, whether it's learning from our mistakes or learning from the things that we got right. Fortunately, we oftentimes get things right. I think it's important to not over index on what you got wrong. You want to understand what you got wrong. We also think it's really important to look at the things you got right and try to replicate that in future situations. After that handoff to the operator, we are more in observation and analysis mode than really driving.

What are some of the KPIs you attract to benchmark against your investment thesis?

Certainly free cash flow, revenue, ebitda. It will vary by business. We acquired a continuing medical education business a few years ago which is all about grants and awards of grants for CME program. So it's really important in that situation to track the number of awards in a given year. How many grants are we awarded in a given year and what is the win rate of the proposals that we submit versus the awards that were granted? That one really varies. For a subscription business it may be subscribers. For a subscription business it may be ARR or mrr. We really are tracking relative to the model. And for J2, which is well diversified in a number of different categories. The KPIs are going to vary by deal, but there certainly are going to be in each deal as there should be a handful of operating metrics that aren't pure financial metrics that we're tracking. Understand why the financials are performing the way that they're performing relative to plan.

I appreciate those examples. How does your partnership model differ from the norm and what do you think are the benefits?

Yeah, I guess it depends on what you mean by the norm. I think a lot of people compare us to private equity. There are a handful of programmatic acquirers out there that are good comps to J2. I think a lot of people of our competitors and peers are shifting More to our model, which is that symbiotic partnership model between operator and corporate development or investment team. It's funny, as you think about the two functions, I think a conventional mindset would be maybe the M and a practitioner lives within the operating unit. Or maybe in a private equity world you hire an outside consultant who lives within the private equity firm while you're evaluating the deal. There are not a lot of groups like us that truly have the two melded together where they're true partners and independent but attached at the same time in the way that we do. And it works out really well. It allows you to move quickly, it allows you to move decisively, which is really important to us.

It sounds like the alignment's there too. Sometimes you hear of misalignment that happens where there isn't that tight partnership and you got an operating lead that's making promises or cutting deals without the corp dev knowing a little late about it, then the friction happens. So it sounds like you're getting that level of alignment early and keeping it through the transaction.

Yeah, we're very coordinated. Every situation different. Some of These operators at J2 have had 10 year relationships with the founder or CEO of a company that's been on their wish list forever. They may have been going to drinks and dinner with this person for years trying to figure out when a deal happens. And they don't need to keep us up to date on every dinner and drinks conversation they have. The intuition of our group is really good and their spidey sense is really good. They know when to bring it to corporate development, when to turn it from idea into action.

What's the one thing you do to make that relationship strong? Is it periodic check ins? Is it something along the lines?

There's just a level of trust that comes with all the reps. It's probably the reps that help us the most. This is not a group where the corporate development team works with an operating group once a year. We're getting constant reps in. So at any given moment in time there are hundreds of deals in our pipeline. And even within an individual business unit there could be dozens. Even when a new general manager comes in, they're immediately thrown into the deal flow. I think as a result they assimilate to the program pretty quickly. And those who don't, although I can't think of many if any who really have just resisted it, they don't end up doing deals. And when you're not doing deals at J2, it's not a great thing. But you want to embrace that part of our culture and succeed. You've got access to this program in this capital to do that. So those who embrace it do really well.

Almost like making yourself aware that these operating leaders have a good understanding of what corporate development is, how it works, who you are and how to work with you.

Yeah, that's right. And likewise, we need to be open minded on how to work with the operators. They are driving the ship when it comes to their business. My group and I am very conscious of that. We need to try our best to understand what they're trying to accomplish, what their plans are and to help them accomplish that. They have their own M and A programs, so to speak. We're here to help facilitate that.

Yeah, it's interesting. I do it across all these strategies. You built the corp dev function at J2.

I did well, I guess. Rebuilt it. So J2 is certainly older than my tenure at J2 and was wildly successful in rolling up companies before I arrived. So I certainly can't take credit for the full history. But when I joined in 2017, I started the corporate development function on the digital media side of J2 and fortunately walked into a situation with super sophisticated operators and investors. Our leadership team is the embodiment of the operating and corporate development partnership. These individuals are investors and operators. They had a program in place that was really successful and my charge was to put a little more structure around it to take what was in their head and in their results and try to systematize it, which I think I've been able to do. We've got now a group of about a half a dozen of us who work M and A across J2.

Can you walk me through the steps in building out that corp dev program?

When I first joined in the quarter that I joined, we closed five transactions. So it was a little bit of trial by fire. We acquired five businesses. Mashable, Humble Bundle, Black Friday.com and a few others. Being forced to build a structure in the midst of live situations was probably the best thing that could have happened. I think I would have built the wrong program had it not been built under the stress of real situation. That's what I aim to do with a lot of feedback from a lot of folks. We've got a tax team who's done over 180 acquisitions since they've been here, and a legal team with a really sophisticated background, both from outside law firms and from private equities, so relied on them to help think through the framework and what the right stages are. And Right levels of approval are and right time and resources at every stage. So framed up the process in my own mind, memorialized it. We have an M and A playbook. It's now biblical in proportion, but it walks through all the details of how the program should work. And the next important step was to build out the team. When I started, it was me and the other folks at J2 but building out devoted corporate development professionals, which I was able to do and includes a group of folks with management consulting backgrounds and hedge fund backgrounds, investment banking backgrounds. My own background is from corporate law. So it's a good group with a diversified skill set that really complements one another well.

Any specific traits you look for when you bring these people in?

There's certainly a minimum aptitude and technical skill set that you have to have to succeed. You need to be comfortable with financials. You need to have been in and around deals before. You can get a lot of that training at a law firm or investment bank or even a consulting firm that focuses on the deal side. Once you get past the technical skill set, there's attitude, right? There's positive attitude and perseverance and resilience. You have to be resilient to survive in a high volume M and A world. Are you passionately, but make decisions dispassionately. That's the secret sauce. To be able to engage in the debate full force, step back, reflect on the debate and understand what the right decision is. Which by the way, may not be what you were arguing for. And ideally you're learning something in the course of that debate and that's not coachable. Maybe I shouldn't take it that far. That's more something that you're born with than I think you can teach. That's the type of person that thrives well, certainly in our environment.

I'd like to see how you identify that in the interview process.

You can, you can try.

You stage up a debate or something. And what's the takeaway? Do you ever get people from a business unit that are anxious to get into corporate development and how does that work for you?

We do. It does happen periodically and we embrace it.

I've just had a conversation recently. Somebody who was in a business got a touch of M and A or a taste of it. Sometimes that's either the sweetest thing you've ever had or the most bitter thing you've ever had. There's something that really piqued their interest and they're asking how do you transition into an M and A role. But I Feel like that opportunity is there. When you're working with an organization that's active with M and A, there's a.

Little bit of be careful what you wish for. I think there's a lot of glamour attached to M and A and I think some people don't realize just how much work is required to get a deal done the right way. But yeah, we love it when people express interest. And one of the cool things about how we're set up is that within our business unit there are individuals who spend a significant portion of their time on M and A. You can have the best of both worlds at J2 and you can work within a business unit in a strategy or an OPS role and really get your hands dirty on M and A on a regular basis.

That's nice to have that opportunity to have a bit of a hybrid in an M and A deal. Where do you see value getting leaked, Sean?

From my perspective, it can get leaked everywhere and it's something that we are constantly guarding against. So how do you guard against that? Simple as getting the price right and making sure that you're paying a price that can afford some leakage because it's inevitable that it's going to happen. Whether that's in simple purchase price or structure of an earn out or even some of the terms of holdbacks and escrow. Certainly in the purchase documents, value can be leaked in an infinite number of directions through reps and warranties and covenants and indemnities and caps and baskets. The real risk is after you close, after the target business is under our ownership. At that point, there's leakage potential everywhere. So it's making sure that you're prepared when it comes to the ownership transition to run with it without the leaks and to have plans for the leaks that are coming, to repair the cracks in the foundation immediately and to understand when your roof is going to be too old and planning for replacing it. That's why the caliber of the operators within our portfolio is so critical and we're so fortunate to have such good ones because they do a pretty good job of identifying and managing where those potential leaks could be.

That's really interesting. I like how you framed it with there's gotta be a level of pricing that makes sense for the deal that sort of allows you to have this level of risk because obviously there's going to be some unexpected things. But then as the transaction progresses, more and more people get involved, which means more and more points of friction and things that could come up, which essentially are those Value point leaks. And it's just having a team that actually knows how to handle those situations, change management and are really prepared for those outcomes.

That's exactly right.

Give me some advice from your experience. What are some of the key things you've learned to make deals go well outside of getting them priced right?

Being friendly helps. It's surprising sometimes the number of prickly characters you can run into in this world of deal making. And outside of bank, I'm always outside of bankers. Although bankers probably get a bad name. Not all of them are bad. But the ones that are particularly prickly, I don't understand. They're in the client service business. So it's always a head scratcher. When they're not client friendly, maybe it's they just take it out on me and they're super friendly to their clients. I'm not sure. Being friendly and not combative and not paranoid that everyone is coming after you and that the game is zero sum can go a really long way. I think it served us well at J2. I think most of the people who've dealt certainly with my team and J2 corporate development team in the last five years, but probably longer than that, would tell you that, yeah, they're trustworthy people. They're not out to get you, they're out to get something done. They may be methodical in how they think things through and they may be disciplined in how they think about value. But when you sign up for something with J2, they generally hold true to their word. That's the advice, I guess, that I would share is try to be a good person. Sounds simple, but I think that can go a long way.

I mean, it goes beyond just knowing how to create some nice financial models. A lot of what we talked about was around the relationships that you build with the various operational leaders that you're working with within your own group and to get some general alignment around that and how it extends as the deal progresses. So it sounds like a lot of the soft skills are really important. Anything else? I feel like there's alignment around strategy and being open to debates is another thing that we talked about which I think is a key. And I like that. Encouraging that as part of the culture.

An insatiable appetite for learning. I'm a forever student. It's rare, if not impossible for me to walk into a room and be the smartest person. I'm always looking to learn from others in the room that can help anybody. Just willingness to embrace other perspectives and to learn from people in business settings and Personal settings and everywhere. I've learned how to run an excellent podcast in the last 45 minutes.

Well, you're going to have a lot more to learn because now you're an M and A science alum and we actually give you a free membership to the M and A Science Academy. So you're going to have tons of hours of content to go look through.

There we go. There we go. I love it.

How do you encourage it? I'm always curious about this. Cause I have a very similar view about having that appetite to consistently and continuously learn. How do you encourage that with your various team members that may not have that similar appetite initially, or is there a way to do that?

I'm a big believer in throwing people into the deep end and seeing if they swim to a degree. That was done to me as a young lawyer and it's some of the best training. I got that go figure it out. Training and mentorship, which is maybe not the most conventional, but letting people struggle to figure it out a little bit.

I mean, would you brief them and tell them that's what you're doing, saying, hey, I'm going to let you figure this out and put you in the spot, challenge you with this? Or do you just do it and see what happens and let that be your litmus test of how you would work with them?

With my team, I think whenever anybody joins, the message is very clear in the expectation, which is that you're expected that you'll be able to run things that may not happen right away. We'll try to help you in the early stages climb that learning curve, which is going to be steep, but you're going to be expected to get in there and just figure it out. I'm of course available. Most of the folks, all of the folks on the corporate development team at J2 are of the personality and mindset that they want to get dirty. They want to dive in, they want to wrestle the issue to the ground. It certainly helps us in the way that we move with speed and the way that we can move resources around into different areas. When you've got a team like that.

In some ways you're leading by example and creating expectation at the same time.

I suppose that's right. Although they probably look at me sometimes and say, why can't he just figure this out? I'll just tell him, why is he wrestling with this issue for so long? You're looking at the wrong issue, Sean. Stop wasting our time. Again, it comes back to that debate point. I enjoy the exercise of Thinking through issues.

I like that. Healthy debates. Sean, what's the craziest thing you've seen in M and A?

In a world of zooms and virtual conferences, you've really minimized the crazy at this point. I've seen plenty of bizarre situations. You know, I've seen bankers get out cards and do magic tricks at the negotiating sessions, which was entirely bizarre.

Wait, wait, in negotiation? Like not at the closing table, just during negotiation.

Let me do a card check in the negotiation. This was back in my prask hour days. There was a deal, you know, this was back when. I don't know that this happens really anywhere anymore. But in a deal, you'd spend a week at the law firm cranking through the documents and there'd be war rooms set up all over the 30th floor and you'd be bouncing from room to room and you end up going on these stretches and 48 hours of no sleep and everybody's a little bit delirious. And I remember being in a conference room and working through some documents and one of the bankers literally got out a deck of cards and said, anybody want to see a magic trick? And all of us cleary eyed rubbing our eyes. Are we really seeing this right now? What is this guy doing? There have been some bizarre situations. I'm sure there are stories that can certainly top those.

That's funny. Hey Sean, I really appreciate your time sharing the lessons. Thank you.

Yeah, likewise enjoyed it.

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