Navigating International Deals

Hello M and A friends. This podcast episode is brought to you by dealroom. Dealroom is the leading project management software for M and A. Designed for forward thinking M and A practitioners, it replaces Excel trackers and old school virtual data rooms with a modern collaborative information management system. If you're paying per page for a virtual data room, then you're getting ripped off. You can save a lot of money while also improving your process. Visit dealroom.net to learn more. Also, if you like this podcast, please tell a friend we're looking to build the largest community of forward thinking M and A practitioners. Now on to 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. Hi, I'm Kisan Patel, CEO and founder of dealroom. Today I'm here with Jeff Baker, EVP Mergers and Acquisitions at Income. Jeff's known for enhancing shareholder value and achieving growth objectives through acquisitions, contract negotiations, financial and operational integration, strategic planning and execution. And Jeff has extensive international experience. Today we're going to talk about how to be sensitive to other cultures when negotiating international transactions. Jeff, can you kick off with just briefly describing your international experience and role at Income?

Sure. So I've been here at Income for nine years running M and A. Prior to that I was at Global Payments for eight years running M and A for them. And then I was a sell side analyst for 10 years on wall street and internationally. Whether between Global Payments or Income, I've done a transaction pretty much in every continent except Africa. I've done down in Brazil, Canada, Russia, three transactions over there, China, India, Eastern Europe, Western Europe, Australia. So really all over. All over the world.

That's great. What? Is there a particular country that stands out in terms of most favorite and least favorite or are we getting too biased?

Wow, that's a tough one because they're all unique. I mean that's a beautiful thing about being international and being able to appreciate other cultures. So I will say I just, and I do speak a little bit of Spanish. It's very little. But I love Spain. Spain is just unbelievable, whether you're talking about Madrid or you're, you know, you're talking about other parts of the country on the Mediterranean there. Spain is. I love Spain.

I can't imagine when those closing dinners in Spain would end because you, they.

Start late and they end early the next morning.

So what are some of the key differences you've Seen in how different countries treat negotiation?

Well, I mean, some, some countries are, you know, they're, let's take Russia for example. Some countries are very, just in your face where they try to kind of hit you square between the eyes and try to figure out how you're going to react. Other countries are more normal, I would say more like a US Deal where they're willing to give reps and warranties and negotiate an agreement. But some countries, I'm dealing with the transaction right now, where it has to be their country law. It has to be, there are certain provisions and it doesn't translate from a US Deal over to an international deal. So you have to be flexible in that nature.

How do culture clashes affect deal getting done?

I'll never forget, I did a deal in Bosnia Herzegovina, which way back in the day. Remember, there was Olympics there back In, I think, 1980, but then they got invaded by the, There was a Serbs, Serbian war there. And I'll never forget walking in Sarajevo, seeing the bullet holes in the building this was under when Clinton was off and buying this company, and a guy telling me like, there's no way I would ever do business with the Serbs. For an American, that was kind of, I mean, we do business with pretty much anybody, I mean, outside of Venezuela and some of these other, you know, Iran, some of these other, you know, restricted countries, but never based on your ethnicity, would you not do, do business with them. And this was kind of eye opening for me. So there, there are cultures and to go back to that, I mean, I tell people, if there's one, one class I would have wished I would have listened to when I was in school would have been world history. And you may say, well, why world history? The conflicts that date Back to the 13, 14, 1500 still are resident today in today's business. Like, if you think you're gonna go to the uk, you're gonna go to Great Britain and you're gonna set up a beachhead and you're gonna cover all of Europe. You're gonna fail, just fail miserably. Because believe it or not, the French, they are very difficult to deal with. They don't necessarily like the Germans. The Austrians don't like the Germans, even though they speak the same language. A lot of people don't like the Germans for obvious reasons. What, what's happened over the years, A lot of people don't like the British. You know, the British invaded most of the world over decades, centuries actually. So if you go back and if you actually listen to world history and Some of those conflicts. Some of those conflicts are still resonate day in business and in negotiation.

That's actually a really interesting perspective and I like the way you're framing this because I think sometimes these conversations sort of people tiptoe around them just because where do you draw a line between. Is that a cultural bias type of thing? But the reality is it's a huge impact, especially when we're putting large sums of money into transactions. It's really interesting to hear that perspective. Is there, I guess, anything that you see maybe kind of moving away from that or do you think that's something that's just continually going to be there?

Yeah, that's a good question. You hope. Just like what you're seeing here in the United States and the Civil War and some of the, you know, pressure of African Americans over the years. I mean, as the younger population gets older and they kind of, you know, don't have some of that bias. You start to see changes internationally, though. I mean, some of these issues, the scars that the Germans left on like the Jewish community over the years, you know, I don't know if that will ever, ever abate. I mean, it may take, you know, centuries for that to abate. Yeah, that's a good question. I wish I had a good answer.

Yeah, so it's interesting where things may change through evolution, but when doing these deals there is a good amount of consideration. I think prime example is that the Europe example, you can't set up shop in one country and expect to branch out across Europe and that there's a lot of those things to really consider. What was a good approach for you learning it? I mean, I'm kind of curious because when putting these factors are sort of learning the hard way. But was there anything that you could have done or have done to really prepare to understand these sort of unique cultural aspects that make a big difference and impact considerations for your deals?

You just ask the questions. I mean, look, I'm not an expert on every country. You literally, you know, when you're talking with people and I think you had an interview the other day about listen to the sellers, listen to that management team and you just ask the questions and approach it from. So internationally, Americans don't necessarily have the greatest reputation. Everybody thinks that the Americans come in and force their way and it's their way or the highway, which is like the worst thing you can do doing a deal internationally, you have to put all your bias aside and you have to go in with eyes wide open and you just like anything else Ask questions and learn from the management teams that they're selling the business. Ask them if there's any cultural issues that you need to be aware of. Ask them about how do they plan to go to market and you can tell them what you do. But just because you do it one way doesn't necessarily mean it's going to be effective in the international market. And that's for selling products, that's for running businesses, that's for doing everything. So have the ability to learn, listen and learn from others and you'll do so much better.

That's interesting. It's essentially getting in their lens and understanding what they're thinking, what their mindset's at.

Exactly.

What are some differences country to country when it comes to the actual deal process?

I would say, you know, in, in the UK, for example, there's a lot of, how do I say? A lot of, I don't want to call it dating, but we'll call it dating where you, you know, you go in and you really get to know people and they, you know, they may ask you to your home or they may, you know, come over here and go out on a, you know, to dinner a number of times. You know, certain other places, like Russia is very, you know, business oriented, you know, not a lot of outside the deal process mingling. It's very much in a room and you just get stuff done. Over in Asia, I mean, they really go to links. You may go have two or three meetings before they even talk about the transaction. They really want to get to know, you know, who the person they're going to be dealing with, not just today, but in years. Because they really have a very long term horizon when they do transactions.

Yeah, that's a lot in terms of spending that much time just going through the dating and courtship process.

Oh, the worst thing is hopping on a plane and flying 18 hours or 12 hours just so you can have 12 hour meeting or 12 hour dinner and then you fly back home. That's always the glorious part of M and A.

And you haven't really got much accomplished other than just the intro, correct?

Well, I mean, again, they're trying to understand who they're really going to be doing business with over the long term. I mean, they take this very seriously. It's more than just a transaction.

Interesting. How do you feel about it? You think it actually makes a difference compared to, I feel like here we try to do everything as fast as we can.

We do try to do everything as fast as we can. You know, I Don't mind it. I like getting to know people. I think that's one of the strengths that I have. It actually gives me an opportunity to even figure out, hey, is that the right company for us? Because buying a company isn't just buying the P and L of the company. You're buying the culture of the company. You're buying a product, you're buying the go to market strategy. You're buying. At least here at Income, we buy that management team. A lot of people or some people run M and A, they'll buy a company, they'll gut everything. But we, you know, whether it was at Global Payments or here at Income, you know, we're buying more than just a P and L, an ebitda, a product. We're buying everything. The company, management culture, the whole nine yards. So it gives me the opportunity to actually go and figure out if they're a cultural fit for the company. Because if you buy a company, it's not a cultural fit. I'm not going to say it's not going to work, but it's just going to create a lot of challenges for you.

That makes a lot of sense. You're actually taking that long term extended courtship approach, but then turning around and utilizing it as your people diligence and culture assessment basically correct. What about the nuances when it comes? I noticed this with doing deals in Europe, but there's a lot of emphasis on every possibility of every little thing that can go wrong. And I don't think we have that here. I think we kind of have some terms that we use and they're there and the attorneys may negotiate some things. But I just feel like even outside of M and A stuff, every little agreement has many, many more considerations of the aliens invading type of scenarios.

Well, just like anything else, I mean, when you reach an agreement on a contract, all that you're doing is just, you know, it's an allocation of risk. So internationally they, it's like they want to do a contract, they don't want any risk beyond just what they're signing up. You know, it's kind of like I'm going to sell it and it's yours and good luck. You know, in the US you're willing to take some risk, but so is the seller. You know, the buyer is going to take some risk, the seller's going to take some risk and you kind of meet in the middle and you both feel really bad about it. And it's probably a pretty good contract. But you're right, internationally they try to De risk everything you do fight about. I mean, India is the worst. Oh my goodness. They're. They are the. It is a tough country to do deals, transactions.

People gave you a tough time, did they? Well, then, then you got a tough court system there too. So I think that's a big reason why. Where. Yeah, I mean, your generation isn't going to live to see the outcome of that court case and your children probably won't either, but maybe your grandkids will.

That's right. So you just gotta, you gotta. I mean, and you know that. So you're gonna push really hard to make sure that you're somewhat going to be protected. I mean, we all do the best we can. And like I said, I mean there's. The other thing in M and A is there's more than one way to skin a cat. I'll never forget a transaction that I did over, over in Spain and I came back to my boss, who's a brilliant guy at the time, and I told him, I said, well, look, here's what we got in the contract. He said, what about this? What about that? I said, no, we didn't get that. I said, but we got this, this and this. And wow, that's you guys. You did really good job. Because even though you didn't get what I would have gone after, you got it by going a different route. And that's the thing to know. You got to understand what you're willing to give, what you really want to dig your heels on, and then you start trading just like anything else.

Got it. So that makes a lot of sense. Similar to here, but it sounds like it's more comprehensive with a lot of other considerations.

Yeah, because what. Everybody has something in a transaction or different items that's important to them. And what you try to do is give them what's important to them and hopes that you get what's important to you. You know, that's just part of the negotiation.

What are the other challenges you come across? I know when I interview people that do deals in Europe, there's a lot of employment protection laws out there like 2P and things like that.

Which 2P? Yes.

Everybody who's done deal in Europe knows about it. You know, stuff that doesn't exist here. But I'm curious one that's a good example of how you've handled that. What, how that may change your deal process. And if there's other things like that, maybe in related in other areas.

Well, you have to build. I mean, Tupi is a perfect example that's for the people that don't know that that's employment protection. Most socialist countries have some type of employment protection. You have to build that into if, into your deal. If you're a company that buys and completely flushes, you know, employees and you integrate, then you better sign up for, you know, additional capital that you're going to spend to get rid of all the individuals. And it's not, you know, you're not going to get here in the States where you can pay somebody severance like for one week every year that they've been employed. No sir. Over in Europe it's like in their severance is years. So you just have to build that in. But it's not uncommon doing deals internationally. You just have to understand they're socialistic state countries and you're going to deal with socialistic issues when it comes to employment. And that's probably the biggest challenge.

Is that prominent in Europe or other countries have similar things or you mentioned where it's more the socialist forward type of countries.

Pretty much, you know, it's going to be down in Latin America like Brazil, you're going to, you're going to get that definitely Europe, Western, Eastern European, Canada, you're going to deal with that in Canada pretty much where there's more of like a universal health, more of a socialism type of country.

So we got some people protection laws. Is there anything else that sort of is unique internationally that you wouldn't really.

Find in the U.S. yeah, internationally it seems like everybody has a car. For example, like here in the US I'd say it's uncommon for management teams to have automobiles in Europe. It is pretty much standard. Your CEO is going to have a car paid for. All of his direct reports are going to have cars paid for. And partly is because cars are expensive over there. The taxes that are paid, I mean no normal individual would be able to buy a BMW over there or a Mercedes or whatever because the import taxes on those is like almost 100% of what the car itself costs. So it's very common and it's just down in Latin America also a lot of people drive corporate cars and we as a company just have a policy against no corporate cars. So you just have to figure out how you're going to work that into your transaction when you integrate the company.

That's interesting. Some of these expense line items can extend out and if you're going to add people to his management team, you got to include a line item for their car.

Oh yeah, you got to look at the Full package, salary, benefits, bonus. I throw cars under its benefits. Some people have apartments. I've seen apartments where a company pays for the apartments for the employees. Quite interesting.

So we got some formalities where even the front end of the process may get stretched out with that real get to know you phase of the transaction. What about when it comes to running diligence and some of these. And I feel like obviously there's a factor of the complexity of the transaction where you're dealing with multiple nationalities. Then you got to localize for all of them. But I'm kind of curious how that impacts your actual diligence process. And then two, there's that whole which is changing now with our virtual environment. But to be able to do diligence completely remote with doing international travel as well.

Yeah. So the biggest challenge obviously is language. I mean, I don't know how many languages we have in the world, but there's a lot. Fortunately, most countries speak English and that's the good part. So when I'm going to converse with somebody and we're going to, we're going to converse in English, if not, you can always get an interpreter. But the challenge though, if you think about it, diligence, contract diligence, all the contracts are going to be in local language, all the financials are going to be in local currency. So you have to, you have to translate all of that. You have to. What you have to do is you have to get a third party to go in and help. We do a lot on US Deals at income and at global. We did everything pretty much in house. If I could do my financial diligence, tax diligence, contract diligence, legal diligence, all in house. But when I go internationally, I'm pretty much hiring a third party. Somebody to do maybe a Q of E, somebody to do tax because it's so specific over there. Somebody to do legal diligence because they have to read the contract. Give me a good summary on what's in the contracts. It just, it adds another piece of complexity to the deal and it also adds more cost. But that's part of doing an international transaction.

Right. I didn't even factor that in. You got to translate. Now, do contracts, are they typically written in the local language or they end up putting them in both English and the local language.

So in the deal contract. So I'm working on one right now in Brazil. If our outside council in Brazil is working with the sellers council, outside council in Brazil and we had agree on the front end that if both Parties were comfortable with it. We would do everything in English and then the final contract at the last day would then be translated. And what you do is you have a contract on the left side will be local language and on the right side would be English. So literally split right down the page in half an English version and the local language version. But it's translated on that instance. It'll be translated at the very end. I have done some where it translated just because some people aren't comfortable talking in English, some people aren't comfortable negotiating English where the contract, every flip the document has both the local language and the English language.

In terms of the deal process too do this, change the steps. Are you still going through the same phases where you get to a point you sign loi, then move to a PA agreement?

Yeah. So we, because of the investment on the international side, we go through an loi and then we like to go into exclusivity. You're going to spend a lot more time, money and effort on international, whether it's travel, I already mentioned the legal side, the third party services, et cetera. So we like to go into exclusivity and we've been pretty successful getting to that point. I don't know on an international deal if I didn't have exclusivity, if I would be or open to spend a lot of money that I would know could possibly not pay dividends in the long run.

Got it. So there is sort of some pressure to get to exclusive to not blow a bunch of money in a deal you may not go through with.

Correct.

Have you had a negotiated deal with translators completely?

No, thank goodness I have not. I don't know if I have the patience to do that. Like I said, fortunately most places, most people speak English as a second or third language. Internationally, I think China is probably the most difficult as far as where there's more of a reliability on an interpreter. But outside of China, I can't think of really any country that stands out today that didn't speak English.

And you've had some meetings where you've had to work with interpreter throughout that part, maybe diligence or something of that sort.

I have, I have. And it's just, you know, it just takes, it takes twice as long really because I'm going to say something, the interpreter has to say what I said and I'm hoping they get it right because I don't speak, let's say Mandarin, for example, and then the person is going to reply in Mandarin and I'm going to have to hope that the interpreter gets that translation correct. It just takes twice as long and you just have. There's a lot of. I don't want to say downtime, but there's a lot of. A lot of. You're listening to someone speak in a language that you have no clue what they're saying. So.

But yeah, I'm thinking of that game where you tell the story around the circle and by the time it comes back to you, it's a totally different story.

Exactly. You run the risk of that occurring, but it is what it is. And now in some countries, though, like, I was in Japan last year for a deal, and the gentleman spoke English very well, but he also felt comfortable having an interpreter there for him. So it just depends on the culture.

Yeah, it's interesting. I would find that really challenging, especially when you're asking certain questions. Interpreter has a worried look. What's your advice to people going into international transactions?

The first thing is, I said it earlier, but don't go into an international transaction thinking it's going to be, you know, the US Way. It's your way, the US Way, that you know everything. You're just destined for failure. To be successful in international transactions, you really have to learn how to. You have to know how to listen, you have to be able to work with people, and you have to be able to appreciate other cultures. I mean, you just. You just do. And then if you do that, you have. And you have a chance of making international transaction work. And then the other thing is be upfront with people. I mean, if you're gonna, you know, if you're gonna integrate the company and you're gonna let them go, et cetera, I mean, you need to let them. You need to let them know, because on an international transaction, unless you're gonna integrate it into existing operation you have over there, you're across the pond, you're gonna. I made a transaction, did a transaction in Austria, and we had no presence in Austria. So if. If that management team doesn't like you and they're not on board with you and they don't. They're not gonna. If you're gonna try to force change on them and not be there to oversee it, you'll just fail. Fail miserably. That's the biggest thing is, you know, understand what they're telling you, understand their culture, and then make it a partnership. Those are the best. That's with any deal. International, domestic, doesn't matter. Make it a partnership. Because most entrepreneurs that are selling a company, they have A vested interest in seeing their baby go on and become a grown adult. They want it to be successful. The last thing they want to do is destroy the value.

These are really good points. Listening, learning, being upfront, being very open to, learning the new culture. I liked how you mentioned framing the partnership. Do you see that? And I'm curious because I think domestically we're starting to see it as a shift where usually you sell a deal and it's purely a focus on how big the check size is versus what actually happens post close. And my opinion, I think over the last five, 10 years it's evolving to where a lot of the especially founder owners are putting a lot more consideration into what happens to my people. What's going to happen this organization, what's going to drive success post this transaction? Is my vision still going to continue and achieve some of these other milestones? I'd love to hear your thoughts on that. If that's sort of prevalent in other countries and how that compares with the US Mindset.

Definitely on the people part. Owners that birth a company and then they've grown that company and you may have employee number one, you know, and that employee's been there with them 10 years or 15 years, they feel that they have a sense of loyalty and obligation. So they want to make sure that that individual is taken care of just like they took care of them. You definitely see that. I did a deal two years ago where we saw that out of the owner, it was a founder owned business, but he wanted to make sure that, you know, his employees were taken care of. What does that mean? You know, that they were given credit for the service that they had with them. We pretty much do that as a standard. So if you've worked at that company for five years, then it's like you worked at income for five years and that comes into in play, you know, for benefit, for severance or for holiday, you know, vacation time. You be at a company five years, you get an extra week or whatever. That tenure is important to people because it kind of leads to loyalty and more benefits to them. So we have seen that a lot more internationally and now we are starting to see it more domestically. What about my people? What's going to happen to my people?

Interesting. Yeah, it's probably a good thing to have as a consideration. What are some resources that you need when doing international deals?

You better have a really good attorney, somebody understands the local law because the contract is going to be within local law. So whether that's in the UK or Austria or Germany, Wherever you're going to do that transaction, the court systems are differently. You mentioned India and we kind of chuckled about it. But you know, that's, that's something that you really going to have to understand. You know how their court systems work over there if something goes south in the contract. So you gotta have a great attorney. You probably need a good, you know, accounting finance, tax advisor. You probably need a good IT advisor because you know, you need to make sure that especially like a company like Income where we do a lot of transactions, we have to, our systems have to be able to carry a heavy load and they have to be able to carry a heavy load in peak time. So for, for us in the prepaid space, peak times November, December, during holiday, internationally in some of these markets they also have peak times. So you need to find somebody that can go do load testing on, on the hardware software. You know that, that they actually really have boxes there that they, you know that there's a real business because you're, you're, you're dealing with. I'm not going to say there's, there's people would lie to you, but you know, people lie out there and you need to make sure that what they're selling, they really have, they really own that it really works. They have customers, et cetera. You know, don't be afraid to hire somebody to go talk to the customers in the local language to see how the relationship. And then the. Obviously the biggest thing I always worry about is the foreign corrupt practice scpa. So you always have to make sure that companies aren't, they're not giving kickbacks to government employees, they're not taking bribes and things of that nature. And you have to be able to find a good accounting firm or you even look for it yourself to go through the P and L, the balance sheet, et cetera, to look for little hints of things that could occur because that is a definite no no for US companies to be, to even buy a company that's violated fcpa, you can get fined for just buying the company. Most of the time if you find something and you self report it, they don't find you, the government doesn't find you if you fix it. But you definitely have to be aware of that and it happens internationally. People do business differently. Bribes and kickbacks are part of the culture.

You're hitting on a good one because this has actually come up more frequently with even some of the client projects I'm working on that have an international nature to it and they bring it up. But I'M always curious in terms of where the accountability lies in terms of how do you actually do diligence on that and follow the compliance around it.

So the accountability lies on the buyer, the US Company, and they will be accountable if they buy an entity and come to find out there was bribes and kickbacks occurring and that gave that company advantage. You look for things like consulting agreements internationally. So there's a consultant you look for like third party service providers to make sure that, you know, XYZ company is actually providing a service to the company and it's not just a shell company that they're sending payments to. It's hard to pick up. You also ask, you know, talk to again, talk to other people, you know, talk to the employees, get to know the employees. That's about what, that's about all you can do. But you get, you, you look for little, little discrepancies here and there.

Are you doing that all in house or are you working with third parties on that?

Internationally, we mostly work with, we get.

Third parties involved and they are pretty familiar with approach due diligence.

For fcpa, we make it very clear that that is not tolerated, that there's no bribes, no kickbacks, not tolerated. I specifically call it out when I hire a firm that I want you to look in the balance sheet and the P and L for and both and also in the bank statements of payments that are going out, payments that are, you know, look kind of irregular or maybe more so regular, like set amount of payment every month or every quarter that doesn't change too often. You know, those, those are things you look.

But don't you come across countries where it's normal to do that.

It can be normal all day long. But as a U.S. owned company, you're not allowed to do that. You're not allowed to do bribes. You're not allowed to do business with countries that you know, again, Venezuela, Iran, some of those, I forget what, what we call the countries. But you cannot have any business with those countries at all.

Right?

And if you do, you have to, you have to stop it. Either you don't go forward with the transaction or you stop doing business with those countries after you buy the company. And then, like I said, you stop, you put an end to the corruption and bribes.

Do you think that's pretty well accepted from our view here in the US that you really focus on adhering to it, or is there sort of like a blind eye to it where some of these countries we even talked about.

You know, it's there no I think they're pretty serious. I mean, I wouldn't think that there's a blind eye to it. I mean, I would think that if people found out that that would be grounds for immediate termination. That is the one thing where the government's been very clear that they are unwilling to waiver on as the liability related to doing, violating the Foreign Corrupt Practices act and then violating, doing business with those foreign countries.

Got it. And then two, you're working on a pretty significant scale where there's a lot of eyeballs looking at what you're doing.

I've done transactions, I've done a billion dollar transaction over internationally and I've done, you know, $5 million transaction. So it runs the gamut. There may be a lot of eyeballs and there may not be a lot of eyeballs. You know, we have controls in place, especially companies that we buy. When we integrate the finance, accounting and that, you know, bank accounts and things of that nature, we have the appropriate controls where we at least think that we don't have any issues with violating FCPA or, you know, doing business with these other countries.

Going back to the service, the providers, the resources that you utilize when working with these deals, how do you source them?

You know, the best place to source once you have a good international attorney is to ask them. I mean, they, they have done transactions over there, they're going to have them have worked with these service providers, finance, accounting, it, hr. That's the first place I ask. If we have an operation over in the country, I'll ask my people that, that I work with, that are there. I'll ask one of the senior managers, maybe we have in house counsel. I ask, they recommend, but a lot of word of mouth.

Got it. So you would initiate it by starting with sourcing an attorney, a local attorney. Say you're doing a Brazil, you'd find somebody in Brazil. What's your avenue to find that person in Brazil?

So sometimes it does come. You know, my outside counsel I use here, he'll know an attorney in New York that may have done a transaction. I mean, it is, it's a small, incestuous world and M and A and you know, you find recommendations here in the States more than likely. And then sometimes there are groups that attorneys or financial accounting people belong to that are reputable. So. And then you also have, you know, Deloitte, I think they have an office pretty much in every country. Or, you know, you can always go the big four route. It's obviously more expensive, but you can go that route as well, what approach.

Do you take when learning about these different cultures and how do you apply those learnings to completing the deal?

I mean, when you get to know the cultures and you adopt that, you really try to use that to your advantage. Right? Because again, you have one goal in mind, which is to get the deal done. I think I told you the worst thing you can do is try to think that you're going to pull the wool over their eyes and, and everybody's going to be happy. I mean, that's going, you know, you really want to understand where they are coming from. So the best way to do any transaction, not just internationally, but domestically, is put yourself in the shoes of the other person. And if you can negotiate from their lens, you'll have a much better opportunity for success of a transaction. That's the way I do it, is I try to understand what they, what they really want, what they really need. I mean, and I don't go back to India, but look, in India, it's not uncommon for multi generational families to be employees of a company. So the brother works there, the aunt works there. You know, they've got multiple family members and what they really care about. And you're back to the HR issue. But they were going to make sure that their family is going to have a job after the transaction. So you need to, you know, figure out what's important to them. If the HR piece is so important to them because all their relatives work at the company and they want to make sure there's no layoff, then you need to get to that point and understand what's important to them. Once you help address what's important to them, they can actually help you try to get through a transaction. Because they may say, hey, this is income, is a great company. You know, they're doing a lot of great things. We want to work for you. It's an international company and they'll start telling you things that will help you get a transaction done.

Empathy's key here.

Very.

So when you see my daughter on this podcast, you get where it comes from, right?

I love seeing your daughter on the podcast. I was kind of disappointed she didn't introduce me today.

She's coming in tomorrow. I think she's doing her own podcast tomorrow about leadership. So we'll have to catch that on your LinkedIn feed. I want to get some stories out of you and I want to hear about the hardest international deal you've ever done.

Oh, that definitely had to be Russia Without a question. We're negotiating a transaction it was a rounding error for the sellers, some oligarchs. And it was still a big transaction for us. About $110 million transaction. We fly all the way over to Moscow from Atlanta. We get there and we go to the company and we're in the boardroom and the attorney comes in and the deal guy comes in. The attorney says, what can we do for you? We said, well, we're here to negotiate the purchase agreement, reps and warranties, et cetera. No, this is Russia as is. Where is. This is a very easy contract. It's a two pager. My people will sell the business to you, you take it and go on your merry way. We had just flown, think about it. My boss, who's president of the company and myself, we had flown all the way over to Russia to be told literally that it's a two page agreement, this is it. And we literally said, sorry, we're part of a public company, we can't take that liability and that risk. So if you guys are willing to give us, you know, normal reps and warranties of a transaction of this nature, we're done. And we literally got up and we walked out and we went to the hotel room and about an hour later, the attorney called us and said, I talked to my client and they're willing to give you standard reps and warranties. So let's meet back in the office tomorrow and we'll start going through the document. That was by far the hardest deal. It also was hard because this was during 2007, 2008, when, if you remember, we had a big financial crisis. The ruble devalued against the dollar. We called a Mac material. Adverse change in the contract that created issues. Just, it was a very difficult transaction. And it went, it just. You kind of get deal fatigue. It went on so long, but we got it done and ended up being a great deal.

And it's also tough. You know, you had that difference with the view on how to get the deal done. But then when market throws things off, which a lot of people are dealing with, that definitely makes it a lot more difficult.

Yes.

What was the easiest international deal you've done? Is there any country that's easier than the US to do deals?

Here's what's funny. The answer is no. When I do US Deals before I did international deals, like, man, these attorneys on the other end, they're so unreasonable, they're so difficult to deal with. And then you go to an international deal and you're just like, wow, these U.S. attorneys they're so pleasant to deal with because back to the point you made earlier. Internationally, they're trying to nickel and dime you to totally de Risk the transaction. At least in the US you have a buyer and a seller, and they understand that there's going to be risk on both sides. But international deals, they don't think that way. So it's just a little bit learning experiences there.

Okay. So there are no easier deals than what you might find here. Let me ask, what's the craziest thing you've seen in M and A?

It would have to be an experience that I had. I flew to China to have a dinner, and I got really sick on the plane, but I still had to go to this dinner. So I landed, go to the hotel, I shower, and I'm feeling really bad. And I have no. I have a bad cold. I have no cough syrup or nothing. This is way before COVID so I know it wasn't Covid, but I'm sick. I don't feel good. I go to this dinner, and there's big, lazy Susan, and it's a round table, typical Chinese meal. And the waiter comes up to me and says, you know, sir, may I get you something to drink? At this point in time, I'm thinking all that I need to get through the dinner. I just need some NyQuil. You know, obviously there's not Nyquil, but what works in nyquil is alcohol. So I'm looking at the menu, and I see that they have Jim Beam, and it's either Jim Beam or Jack Daniels, but it's Bourbon. US Bourbon. It's the only thing I can really recognize. Everything else is in Chinese. And so I ordered a drink of that. Well, unbeknownst to me, I'm the guest of honor. And when in China, when. When the guest of honor order, orders a drink, everybody has to order the same drink. So they brought me a drink, and they poured a drink for everyone. Men, women, didn't matter. And of course, I took the shot because I'm just trying to just breathe, get through the night. And the guy comes up to me and says, would you like another drink? And I said, no, thank you. This is all that I needed. And the person that was with me, the gentleman traveling, who was Chinese in the Chinese culture, he leaned over to me, he said, you need to have another drink. And I said, I really don't want another drink of bourbon. I don't really like it, but okay. So I ordered another drink, and everybody else had to take another drink. So that was the most. Yeah, again, didn't matter. Men, women, whatever. Everybody was having to follow what I was doing. So that was probably the most interesting M and A deal that I ever did.

That's pretty crazy.

Yeah.

You just kicked off the happy hour pretty well at that dinner.

There you go.

Wow. Very good.

Maybe we can adopt the same principle on your happy hour so everybody, you know, has to drink the same.

We become a drinking game at that point. You just every time everybody takes a drink at the same time.

That's right.

Awesome. Hey, Jeff, I really appreciate your time. Thanks for hanging out with me today.

Yeah, thank you for having me. I appreciate it. It's been fun.

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