Executing Acquihires

We recently hit 1 million downloads on this podcast, all thanks to avid M and A scientists like you. Looking back seven years ago, I never thought it would grow into what it is today. To celebrate, we want to feature our listeners over the coming months on social media. If you're a big fan, we'd love to hear about your favorite episode or something valuable you learned from M and A Science. You can send me an email directly at Kisan K I S o n a science.com again kisan k I s o n a science.com look forward to hearing from you and onto the interview. 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 M and A deals.

Welcome to M and A Science where we curate knowledge from the best in M and A to continuously improve. If you're interested in keeping up with the latest from M and A Science, subscribe to our free newsletter@mascience.com Every week we share highlights from our interviews, invitations to events, M and A role openings and other resources as we build the greatest community of forward thinking M and A practitioners. Again, that's mascience.com I'm your host, Kisan Patel, CEO and founder of M&A Science. Joining me today is Thomas Gorman, Strategy and Corporate Development at Pantheon and Mark Kavkin, CFO at Pantheon.

Pantheon is a web apps platform that empowers marketers and developers to to create, iterate and scale websites on the open web to reach billions of people globally.

Today we're going to talk about executing aqua hires. Gentlemen, Mark Thomas, thank you for joining me.

Thank you Kieson, Good to be back.

Welcome back Thomas, welcome.

Yeah, thanks.

Kisan, can we kick things off with a brief on your background?

I joined pantheon in 2017 after a career that spanned about half of my time in professional services and buy side investing and then switched over to the technology world starting actually with M and A and corporate development at ebay, then moving on to Upwork and at the Marketplace where I led finance strategy and investor relations functions. And then I've been at Pantheon for about five years and it's been an incredible ride.

And I've been at Pantheon for a little over six months. Prior to that I was the general manager of corporate development at Dish Network and EchoStar, which are the controlled investments of billionaire Charlie Ergin. I was there for about seven years and before that, similar to Mark, I was on the buy side as well at The JP Morgan Technology Fund, which is a growth equity fund.

A lot of tech deals you guys touched.

We have.

So what is an acquihire?

An acquihire is an acquisition with the sole or the main purpose of acquiring talent that could take multiple forms. Frequently you are literally just bringing people into your fold without buying the company, the legal entity. That reduces a lot of risks associated with buying an entity and then having to close it down in some cases, or running a subsidiary for quite some time. But in many cases you do acquire the whole entity. It would be faster. But again, the main thesis is getting people that are highly sought after, getting them in your door together, getting them adjusted, acclimated in your company, and contributing for two to three years to the your preexisting strategy. Whether it's product strategy or sales strategy.

Distribution strategy, and so on, you're buying people.

You're offering the people a way to continue their passion by joining a new company.

I want to clarify this because I've always thought an acqui hire, you're still picking up the entity, but the sole drivers for the people. That was always my interpretation of an acqui hire and that's not the case. You're picking up the people, ditching the entity.

The idea is to pick up the people. This is why you're doing a transaction. This is the. As the name implies, you're hiring and that's your goal. Obviously there's infinite number of structures that are available, but by and large you want to avoid buying the entity.

Okay, and then we're getting an offer to all these people individually.

Correct.

Why would a company do an Aqua hire?

It's a way to bring in the talent faster, bring in the talent together without the pitfalls and liabilities of the entity.

Can we paint up a scenario like, is it, hey, we have something that we want to build and we don't have enough technical engineers. So if we can do an aqua hire, that'll help us staff faster.

That's certainly one of those. Sometimes you could buy the IP assets too, and then have yourself a product that you have acquired. And all of a sudden that's part of your roadmap, that's part of your product offering that you could go and sell. But again, the idea, most of the idea is hiring, at least in my experience. Thomas, what has been your experience on the front?

I think Aqua hires are what Mark has specifically called out. It's with the sole purpose of acquiring the people. Now, every deal varies in its unique nature and it kind of can. Can move in a Spectrum where there's some business value. But really what's important is you are going after the people and that's why you have to structure the deal in such a way that you maximize your sole intention, which is getting these people into your company and allowing them to perform a specific task or objective that you ultimately prescribe.

Okay, so it could be pretty much anything and saying, hey, we got this goal. And it sounds like it's pretty clear defined when you make this acquihire that we want to staff you for this specific project. And that's when you propose a deal around that.

Yeah. And I think going back to your question on an example is you look, this is hypothetical, look at Google, which is of course an advertising company and they want to expand into Google Fiber. That expertise doesn't exist within the business, the genesis. So they go and acquire a group of people that have experience with fiber. And in this example you could think of going and acquire a successful fiber company. And that's of course going to be quite expensive and going to be done in a specific way and it's going to have some specific legacy operations in this legacy customer base. Or alternatively they could acquire perhaps a failed fiber business that just remains as the team of engineers, of technicians and operators and customer service and that would jumpstart their focus and their ability to enter the market by a number of years.

Can I do a partial acqui hire or just buy part of a workforce of a company?

Of course, you can do anything that makes sense. There's no prescriptive rule that says you have to do something or other. At the end of the day your objectives are to attract key people with key talent that have worked together. The seller's objectives are to maximize return to them. The people who are moving companies. Their objective is to land in a good place, to rise their earnings potential, to maximize their work enjoyment, which is different for everyone. But for the most part, people want to work on challenging projects, have autonomy, feel that what they're working on is important for the business and will influence the direction of the overall buying enterprise. As long as those objectives are met, then you have yourself a deal.

Is there such thing as a hostile acqui hire?

I don't think you can define something as hostile because you have to get the deal agreed upon. That's of course where the rub is. If the shareholders and the people on the board are all in favor of a specific deal that the CEO was willing to negotiate and get over the finish line and the team is now begrudgingly acquired, I guess you could consider that to be hostile again, acqua hire.

So by definition most of the value goes to pay for the people. People can walk out the door. They are not bound to stay with the company unless they themselves voluntarily enter into an agreement that may have some sort of a retention bonus paid after some amount of time or their equity vests over time. But it's not. Each individual has to make a decision about joining the company and staying at the company for a certain amount of time and then not be fired for cause or just for not fulfilling their KPIs. So I would have a difficult time coming up with a live situation where it's a hostile acqui hire that actually makes sense. You're not buying a business, you're not buying set of cash flows, you're not buying set of customers. At least as a thesis, those things could be hostile because those things can't walk out the door.

I was thinking if you can't work through management to get this deal done, you just start offering massive hiring bonuses directly to the people you want to bring on board.

And that ethically and in some cases legally challenging.

What would protect you? Would the NDA protect you from that? What would protect you from that happening?

Protect whom are you selling or buying?

Selling. If I'm on the sell side, you're on the buy sides and you're proposing this kind of Aqua Hire scenario of a deal and we can't kind of come to terms because I'm asking for a lot what protects me from you? Just running straight to the people with offers that seem like a no brainer compared with alternatives they have.

The legal protection varies by jurisdiction and that depends on how non compete or non solicits are enforced. Most jurisdictions you will, if you do this en masse, you will run into some sort of interference or potential interference claims from the seller. But as in most cases of this nature, at least in the tech ecosystem, the reputational risks are the key objection and kind of the key risk that the buyer would take on if the buyer would embark on that type of strategy.

I think you're getting to the nature of why do you do an Aqua Hire? And the reason is that hiring somebody takes a lot of time, for instance, to flip it in a different direction. You just go look on LinkedIn and hire everybody at a startup and try to bring everybody over. But it takes time, it's a process. And in that process things change, people leave, situations evolve. And that's what makes Aqua Hire so attractive to specifically larger companies, is that you can quickly Change your position in a very fast period of time.

One other thing to clarify on acqui hires, more often than not engineers, do you see other roles that come up for aqua hire?

Coming from telecommunications acqui hires, you can see that for regulated entities. So I've done an acqui hire where the purpose is to get better at selling to the federal government. There's a lot of situations where people in the federal government, they do specific RFPs. Having a track record with an entity is important. Having specific people responding, knowing how to respond to a government RFP is important. So acquiring a group of talent to do that is a huge, huge, a huge win. Alternatively, you can see things for tower climbers or cellular networks, or fiber installers, for fiber networks or cable networks, and people with specific project management skills. So if you look at something almost like a skunk works team that's going to have a specific project, it's not just engineers, it's project managers, but it's also a cohesive unit, a group of people with diverse skill sets to go tackle a specific problem or to go after a specific market.

In tech, I've seen mostly engineers and product managers, but the notion is absolutely open to any other type of professionals that are hard to find. And sometimes you want to find a lot of them at the same time.

What are key issues in acquires?

Making sure that people who join your company stay in your company long enough for the thesis to make sense at the end of the day. How you structure the deal and how you structure the compensation, how you structure the organization for the incoming personnel, how do you structure their retention? Cultural issues, motivational issues and so on. It's all specifically about the people. Again, term implies the thesis always revolves around some sort of contribution by the people you're attracting. And they need time and they need to fit in with the rest of the organization at the highest level. That is the biggest thing that the biggest issue that both that especially the buyer needs to address. Because if again, if the talent is not happy with where they landed, they'll just walk. Presumably, they are highly skilled, rare and in demand in the current labor market. That's why you do the aqua hire to begin with. So you're getting yourself in a position where people can walk and they are highly sought after.

There's no challenge to what Mark said. It's retention that's bold and underlined. The subset of that is how you think about the flow of economic when you're negotiating an acqui hire, what are you paying for and to whom are you paying you need to make sure that the money goes to the right people. You're basically trying to put money to work to keep these people at your company to do this job or to perform this project, this KPI. But is that money going to investors? Is that money going to some venture capital group? That's not necessarily an efficient use of funds. But you still need that VC group or that board member to sign off on the deal. Otherwise what's the incentive for shareholders? That's where I think the real issue lies, is how do you structure something in a way that the compensation makes sense. It's judiciously allocated to get the deal over the finish line. But you're creative with how money's put to work, either in the form of salaries, equities, earnout, which can get increasingly complicated and other kind of creative mechanics. You incentivize team members going back to what Mark said to stay to, to retain these people for the long term.

What about the non key employees?

You need to approach every acqui hire as a unique deal. You need to get the deal done. Otherwise what are we talking about? There's going to be a posture with the acqui hire with the target and they may have an opinion on whether or not you have to keep those specific people. Now you can always choose as the acquirer not to do the deal, but they may have a specific clause around keeping people on for a certain period of time. That may include lawyers or finance people that you may not necessarily want. You may be thinking I want those 10 engineers, I don't need that HR person. When you're in the position of power or you are giving a generous enough offer that the shareholders and management have to accept, then you can have more of your way. With some of those decisions you can make sure that you only keep the people that you want.

The economic split is still there. As a buyer, you have a certain amount of money that you're allocating to the transaction and then you need to think deeply about where each dollar goes. You want most of it to go to things that maximize retention. And if you judge that attracting non key people for some reason will maximize the retention of key people then for sure. Otherwise the non key people compensation is basically coming out of some other budget buckets. And that's important to keep in mind.

How do you keep from missing who might be key people or I guess having talent that you want to acquire but they don't have a long term contract. How do you ensure they're going to stick around?

Well, in my experience they're is rarely a long term contract. But I would also add it never takes much time to figure out who the key people are.

It never takes a lot of time to figure out who the key people are. But also keep in mind at the end of the day you are doing an extensive and expensive interview process. So at the end of the day it's just like when you're interviewing somebody for the job. A hiring mistake will cost you at senior levels 6 to 12, if not 18 months of pushback. And it's the same thing with hiring people in mass through a transaction. You need to motivate them. You need to make sure that they're bought in into the mission of your company. You need to make sure that they will be cultural fits and when problems arise and they inevitably will because some expectations of some people are not going to be met met some of the time, you need to be able to fix that. Whether it's career progression that is not strong or as fast as they thought it would be, whether it's corporate politics that are more pronounced than they thought they would be, and so on and so forth. You just need to effectively treat them as you treat employees that you hired through a normal recruiting process and attracted to your firm. How do you know that they'll stick around for two years? You don't. But that's part of the interview. That's the art of attracting people to work for you.

And just like in HR in an acquihire, if you've identified that Kisan Patel is the key person and then you look on LinkedIn and it seems like he switches jobs every six months, that's a red flag.

Can we just walk through some made up deal so I can wrap my head around the timeline? What are some of the key things? Maybe even how it differs than a typical M and A Because are you negotiating with the same stakeholders? Am I working with the CEO of this company? That by looking for indicators that they haven't raised in a while and probably burned through a lot of cash right now and something like that that may prompt you to identify these acqui hire opportunities.

I think the timeline and the activities you need to undertake are similar. The biggest difference arises in cases where most cases where you are buying the entity, then you don't need to do the due diligence on the entity and then it becomes the seller problem. What to do with this entity after the transaction. But otherwise you need to figure out your thesis. What are you trying to accomplish? You need to figure out how will you know this particular team help you accomplish your objectives faster, better, cheaper than you can. You need to figure out the price that you're willing to pay. You need to negotiate with the sellers, review all the resumes and interview key people and ideate the structure and execute the deal. But then execution and due diligence is faster. Again, you're not, in most cases, you're not buying the entity. If you are buying the entity, then you have effectively the same timeline, but again, most of those purchases almost by definition. If it's an aqua hire, then you are not buying the business. If you're not buying the business, it's a small company. There are very few, if any revenues. You are not talking about thousands of people, it's dozens at most. And just everything is discounted by lower complexity of the transaction. And so to that extent, it's faster. But internally from the buyer, you need to go through the same motions and the same ideation process and the same investment committee approval and all of that.

A couple of different examples somewhere. It is a quintessential acqui hire and it's what you've mentioned, Kisan, where there's red flags that the business has not raised in a while. Revenue is declining. You're already seeing employees leave the company shrinking or doing layoffs. You know they're on life support. Those are generally not a great place to go searching for an acqui hire because by that point talent has already left. So then what you get into is a little bit of a gray area where the company may not have reached the mental maturity where they're willing to accept that they're now an acqui hire, where they still may believe that there's a little bit of funding left, even though they're near the end of the road, though they don't have product market fit. They think that they're just about to turn the corner with this new feature release, with this new sale, with this big enterprise company that they think is going to happen soon, even though they've been thinking that for a number of months. And that's where it gets really tricky because you as a target are thinking Aqua Hire, but the dollars in their eyes, when it comes to a term sheet, they're thinking it's a traditional acquisition. Usually those don't work out. Now you can try to coach and explain why valuation is a lot different than they're proceeding. And that's when you may have an instance where you walk away and come back a few months later or a year later. And that's just one of those things. That you just have to be managing your deal pipeline as a corporate development team to be on top of. But that's why aqu hires really vary in flavor and you just have to be willing to adapt to the different circumstances.

Those are great examples. That sounds like there is a number of scenarios and wait and getting on early with the good opportunities. Is there anything unique to note? It sounds like the sourcing model. Pretty straightforward. But when you progress to a deal and get to negotiations, do you find that valuation gap tends to be different when it comes to AC buy hires versus traditional M and A? You've seen any other unique differences when it comes to negotiating these deals?

You are negotiating with employees in many cases directly because you have to join. When you're buying a business, you're not negotiating with as many key people as you are with an Aqua Hire.

Yeah, when you're doing a traditional deal, you're doing deep product demos. You're really trying to understand the market, the sales process, the deal pipeline, all these kind of things. On an Aqua Hire, you're like an HR exercise. You're doing a lot of deep interviews with the people themselves. You're looking at resumes, you're looking at LinkedIn. You're really trying to understand the value of the asset you're acquiring, which is people.

Teach me how to value these deals.

That's dark art at the end. Ultimately, it's what the buyer thinks will cost the buyer in terms of dollars and time and capacity to go out and recruit all those people and how much time it will take and by how much it will delay certain activities that they want to push forward. I've seen multiple rules of thumb from a million dollars for an engineer for a small Aqua Hire to both of what has been just to try to make early investors whole. There could be way more approaches to valuing this than if you have a more or less stable business that has comparable transactions, that has comps out there in the public markets and so on. This is a much less of valuations are rarely announced. Every case is very specific. The numbers are typically are not fair. So it varies. It's hard to pinpoint. In this particular example, Mark gave me.

The what not to do. Now Thomas, tell me how to do it.

Yeah, with traditional M and A, enough college courses or enough Warren Buffett books will get you there. With Aqua Hire you do have to get into the dark arts a little bit. And it really is just knowing who your customer is and who's going to get the deal over. Is it a founder controlled company is one person making the decision at the end of the day. And in which case maybe the purchase price isn't as important, but employee benefits and making sure you're going to take care of these early employees that took a chance on this maverick CEO startup, maybe that's more important. Otherwise, maybe your customer is the panel of VC investors who have board seats. There's no answer to the question how do you get it done? I would just say know your customer, figure out who is making the end decisions and try to structure something that makes sense for them. Make sure you're focused on retention. And of course you need to take the same internal corporate development guidance which is make your own internal valuation. Stick to your number. Make sure the internal stakeholders are in agreement and if you stick to those principles, you're more likely to be successful. But there's no guarantees.

The other consideration is whether the buyer is or is trying to become has aspirations to become a serial acquirer. Because if that's a serial aqua hire acquirer. Because if that's what you are, you really want to make sure that VCs or early investors are happy with the deal, especially if those have large portfolios. Because you want to go back, you want other bites at the apple all the time and you want to have a multi decade relationship with the ecosystem. So you want to have a good reputation for a place that can provide soft landings. And if that's what it is, then you'll just see a much greater pipeline and potentially even pipeline before other acquirers see it, an earlier pipeline. So there are all sorts of benefits that a serial buyer will offer to the serial seller, if you will.

There isn't a pricing calculator for this one. It requires understanding how you perceive the value of those resources and acting accordingly. This is what happens when I hang around the strategics too much. Everything's gotta be strategic view. But how do we structure these things? Is this like M and A? It's sort of one offer on the table or is it really factored out to these individual offers with the key people? What does the actual structure look like?

You don't want to negotiate initially with multiple parties. So there's one term fee that outlines who would get what. And then as the deal progresses and there is a there, you then start getting buy in from other parties.

You're determining who is getting paid, what an individual. You're not cutting a lump check to the CEO and said all right, you just kind of take care of people.

So you do a little bit of both. You are definitely cutting a check to some of the early investors because they need to blast the transaction. Then you're cutting some checks to key people. Then it starts. Depending on the structure, you may cut some checks to key people. If the CEO is the founder who still controls a large chunk of the company, that person may get some payout. However, you don't want to make it too big because if you want this particular person, technical founder, who you want on board, if you want them to join and stay motivated for two, three years, you want to pace yourself.

So you're essentially getting the blessing from any of the other stakeholders, investors or board, and that there's an amount there. And then for the individuals, what's that structure look like? Because that was the critical thing on retention.

Legal documents, if that's what you're referring to, it's an asset purchase agreement for the purchase of the newly created legal asset that you're trying to acquire, which is the employees. And then it's offer letters. It's traditional offer letters. You would issue those to the individual employees.

The other big consideration is pay equity in the acquiring company. Because those employees, those people will become your employees sooner or later. People who are your existing employees will find out who gets paid what. So you have some amount of discretion. But if you are hiring somebody who will become your senior director of engineering, and your company already has 100 senior directors of engineering, you need to be in a band. Especially if the HR process is mature, you'll have bands for all those levels. So you can be too much out of band, but then you can play with equity. You can potentially play with retention bonuses and so on.

Yeah, I'm just kind of curious on how do you know? I guess you have a whole HR firm and everything department that you work.

With and they're your key stakeholders in a transaction like that. They are very much partners to corporate development in structuring and thinking through how this transaction will be integrated, how this process will play out. Day one, this is closed. You have X number of new employees at the firm and some of them have their reporting structure intact. Some of them will have different reporting structure. They will report to their functional heads. Maybe in the target. Product and engineering used to work together. Now somebody reports to product, somebody reports to engineering. So all those things need to be carefully planned. And a lot of those things are not within the purview of corporate development or, or corporate development won't have that.

Expertise when it comes to structuring these deals. Any do's and don'ts.

I don't think it's different from negotiating a normal acquisition of a company of the business. They're smaller. And so each individual fate in the new company becomes much more important because that's your only. By definition, this is your only asset. If you're buying a business and some people walk away, you still have customers, you still have cash flows, you still have the potential. With Aqua Hires, there's just much more attention, effectively your sole attention, on how these people will be integrated.

Another pitfall that you can think about is if you acquire in a traditional M and A activity and it's got a big dollar sign associated with it, there's a pretty good chance that the best people at the acquirer are going to be working on integration. You're going to be thoughtful of corporate strategy, and you're going to do everything in your power to make it work. If an acqui hire is low dollars and you work at a big company like a Fortune 500 company, there's a pretty good chance that this gets lost in the shuffle. So it's important to have a defined strategy. It's important to know what the purpose is of the acqui hire. I've seen it be incredibly valuable to have a true executive shepherd the asset through the integration and really the first year of the new business or the new employees operating at the acquirer. So having somebody that's going to make sure that this is successful and has their own reputation on the line is critical. Now, you could say that's the same as any acquisition. It's always good to make sure you're focused on integration, and that's true. But you do have to be thoughtful of cultural misfits. So is this company going to fit with your culture? If you're a Fortune 500 company and you just acquired a Silicon Valley startup, are you allowed to bring dogs to the office? Do you have to wear a collared shirt? Do you have to drug test? There's numerous things that you have to be thoughtful of with an acqui hire. It's carefully thinking about the return on investment and making sure that you've done all your homework and there's no surprises.

And you're committed to the strategy that necessitated the Aqua hire to begin with larger companies, strategies do change, especially product strategies. You may engage in an Aqua Hire, you may compete in Aqua Hire, and. But then a different team decides that particular product direction is no longer important, and you have yourself an unpleasant situation.

How do you plan for integration around all this?

Start early. Engage stakeholders, starting with HR and people whose Teams will be impacted and pay extra attention to the importance of closing particular gap to the corporate strategy so that you don't run into a sudden change on integration.

There could be you acquired a group of engineers to add a feature to your flagship product, in which case there's tight integration with the existing team and that's going to require a different playbook than if you are acquiring or acqui hiring a group of engineers to work on something that's completely adjacent or orthogonal to your existing product, something that's new, something that's a skunk works, something that's going to be possibly even disruptive to your existing product, in which case you need to make sure that group is able to operate independently and is able to achieve their objective without getting caught up in the bureaucracy of the acquirer. And that can be a pitfall as well.

Yeah, these are some tough things to overcome. A lot of things to figure out ahead.

Those are not easy. Those are all 100% by definition people related. And that makes it in many cases personal promises get made, careers and lives are changed. To some extent. This is much more personal than traditional.

M and A. I hear a lot about culture, fit and alignment on gold. Are there any other pitfalls that you you've encountered on these kind of deals?

I would say earnouts are an asset, it's a tool in the tool belt. But earnouts never go as cleanly as you would anticipate. Why is it because things change when you're at a big company, Even at a small company, strategy changes. As Mark mentioned, company direction shift and the acqui hire had these earn out goals with something in mind and then that changes and then the company's no longer in a position to actually go after those goals. Getting too goal oriented on earnouts can be a bit of a challenge.

And the target has all of a sudden a whole number of dependencies in accomplishing their goals. They're not used to having dependencies, but by nature if they're brought in and they're working with the acquirer, they are expected to work together and achieve something together. And now all of a sudden if the goals are not met, there's always or in many cases there's a possibility of dispute whether the target hasn't accomplished the mission because of their fault, because of something they haven't done or done improperly or incorrectly, or whether they were not set up for success by the pre existing team. And that is where you could get into a lot of friction.

How about governance on these type of deals? Is there Anything different, again, maybe contrasting it to M and A that you do different in terms of how you get them approved and how do you track and measure the success on these deal?

I think if the processes run well, it's the same process for most of those. Depends on the size of the company. You are a 20,000 person acquirer and you're thinking about bringing in two to five people. You don't need to go to the CEO or the board in the same way. If you are acquiring something that would add 10% of your revenues. So I think the process should be followed. It should be the same process, but the approval should stop earlier in some of those cases than if we were talking about a large business acquisition. But while the risks are lower, the disruption risk to the company still is.

Pretty significant in case KPIs are all around what you brought them in for.

Yeah, exactly. If this is to integrate something, build something, improve something, that's your KPI. If you bought talent that is supposed to make your speed of something or rather faster than has that been accomplished?

Most of these deals don't get announced.

No. Some do, especially in earlier stage companies, but a lot of them don't.

What's the craziest thing you guys seen in M and A?

Thomas, go ahead. I answered it last time.

There was a proposed acquisition of Sprint by T mobile back in 2019 and that ended up being a total food fight for the US government. So working on that deal was certainly the most interesting thing. So it took about two years, five parties as part of a consent decree with the Department of Justice, but ended up successfully executing on that deal. But certainly a fun ride.

That's gotta be like one of the longest deals processes ever. I don't know because I remember that and just you see in the news and it felt like they'd probably give you an update once a quarter but you're like that thing's still going on.

Absolutely. Challenged by the federal government, by a number of state governments as well. So it was certainly a difficult one to pull off.

Yeah. Gentlemen, thank you so much for the conversation. I enjoyed chatting with both of you.

Thank you.

Thanks Kisan.

Those. Are you still with us? Cheers. And here's to the deal.

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