Episode #620: Why Preparation and Legal Expertise Make or Break HALO Sector Deals with Mike Zaino from ICE Miller

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This is Pete Moore on Halo Talks NYC. I have the pleasure of

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bringing to his first podcast with Integrity Square

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my attorney, corporate attorney. I like to call myself Captain

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Halo. We got Captain America here, and now we're going to talk to Captain Zano,

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who is the head of my legal, uh,

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outsourced team that works on any deal that we can

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get our client to agree to get him on. So So, Zena, welcome to your

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Halo Talks podcast. Thanks. Thanks, Peter. I appreciate it.

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So you and I have been working together for 10 years, and I like to

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say that every deal is a roller coaster ride. So fasten your seatbelt.

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And I like the fact that you're in the copilot seat. Give a

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little background on yourself personally and then a brief

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commentary on Ice Miller, and then we'll get into some deal

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takeaways. Yeah. So I've been an attorney for 25

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years in the private equity world.

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That entire time. I haven't practiced all 25 years, as you know, Pete. I had

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a brief stint outside the law, but have been working on private equity

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deals for 25 years. Ice Miller's a

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national firm. We have 350 lawyers. We're full service.

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We cover everything. I'm in the New York office predominantly here. We

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do business transactions. So a lot of

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formation of companies, new companies, and funding and financing those

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companies with equity and debt. And then, acquisitions and

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sales of companies. So, you know, it's sort of the private equity world, the private

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transactions world, and all flavors, as you know.

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Yeah. So we brought you in on several transactions. One

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was with a, I'd say like a late-stage

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venture deal on a consumer product side.

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Yep. And Halo, you know, recovery

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products. If we start talking about that deal, to start.

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Some of the things that we were concerned about before we made the investment was

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intellectual property,

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whether they have any or not, what you do about

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patent or infringements.

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Also, what kind of liability there might be on things like an infrared

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sauna and electromagnetic fields and

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things like that. Product liability. Product liability. So, talk about how

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your team how you approach these types of things, not

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just from a legal standpoint, but from a commercial standpoint. And then

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what else does Ice Miller— or like when you say like, hey, this might be

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a little bit outside of my domain, what other resources are you able to

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pull? Versus, as an example, I'm working on a deal right now that was

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supposed to close a month ago— no, sorry, 2 months ago.

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Um, and it's a sole practitioner who's not as available,

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um, nor does he have any bench. Right. to kind of pull info

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from. So cover, you know, some components of

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that. So we obviously have a deep bench, right? Our

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corporate practice here just in New York has over

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25 lawyers. Across the firm, it's over 100

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lawyers who are doing some sort of corporate transactional work like

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what we're discussing here. And that's obviously

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partners and associates. Outside of that, You raise

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product liability. We have litigators

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and insurance folks who understand how to manage those risks. You

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mentioned IP. We also have a big IP group that would

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look at things like trademarks or patents. Those are

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definitely a source of work

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when you're looking at a transaction. A lot of smaller companies,

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the IP may be If there's a patent or trademark, it's

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sometimes filed in the name of the founder and not the name of the company,

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and there's things like that. On those investments you're referencing,

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Pete, we would always want to make sure that whatever IP is supposed to be

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in the company is actually in the company and there are no claims

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of a founder who says, I invented that technology, or, I was the first one

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to use that name, and that they try to claim ownership of it for

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whatever reason. You want to just make sure that everything is inside

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that entity that you're putting your money into, right? Our money is going in this

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entity and all of the assets of the business should be in that same

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entity or in that entity structure. Those are some

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of the key— that's the one thing we always see. Then,

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how enforceable are those patents, trademarks? Who

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else might be using something similar? Things like that that

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we'll do some diligence around depending on how important it is and how

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complex it is.

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For that technical stuff, we will always bring in our specialists. We have IP specialists,

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patent specialists, trademark specialists,

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copyright specialists who will look at

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the company's intellectual property. If there's product liability, depending on

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what it is, we could bring in— whether it's a regulated

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product or an unregulated product, we can bring people in to look at that too,

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mostly from our D.C. office. We do have 12 offices around the country,

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regulatory folks in D.C., etc.

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You know, it's part of the full service. And we do deals, you know, from

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very small to very big. So, you know, we can't solo

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practitioner any of these deals. They're just not— yeah, they don't lend themselves to that.

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Yeah. So if we talk about some of the deals, or some of the

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deals that Integrity Square has worked on that have not closed, some of the reasons

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why they have not closed, I would say, is because the seller's

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documents, um, were not in

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order and when we ended up sharing them with a

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buyer without doing the upfront work of maybe

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correcting them or getting amendments on

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lease assignment transfers or going through some of the franchise

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agreements that they had signed and amendments. How much

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work do you want to force a client

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or highly advise them to do upfront before

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just Putting shit up in a Dropbox. Yeah, I mean,

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it's a great question. Certainly from a commercial perspective, we always

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advise clients to do as much as you can to like clean up your books

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and records, make sure you've got, you know, that your earnings are what you think

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they are and that you're presenting them properly. And on the

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legal perspective, there's a lot of that same thing too. So you may need to

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make sure that ownership is correctly documented so you're not getting into

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ownership fights. As the deal progresses, that's always a sore point

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when someone's been promised 5% of a company or what have you, and it's not

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properly documented. That's definitely one. There's

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always some cleanup, some corporate cleanup in these deals,

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and that goes— that's true for little deals and big deals alike. Mm-hmm. There's always

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something you'll find. You just want to make sure it's not a major

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mess that you can't sell. The other thing

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where we really try to prep is understanding what consents are needed, right?

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If we have a minority shareholder who has consent over a transaction, or if we

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have lender— excuse me,

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landlords, if you've got multiple locations and you've got 3, 4, 5, 6

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landlords, you're likely gonna need the consent of those landlords in

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many cases. And so, understanding what the relationship with the

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landlord is, what the rights are to assign and transfer that property,

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that can be a real sore point for getting some of these deals done,

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particularly where your buyer may ask for— Lease extensions. If you've got

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a lease that's got 2, 3, 4, 5 years left on it, they may want

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renewal rights, for example. Those are all things that we try to

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prepare for before engaging with buyers so that we

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know what we can deliver once we start those discussions. You don't want to be

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figuring out midway through a transaction what you can and can't deliver

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to a potential buyer or investor.

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This is Pete Moore. I wanna let you in on a little secret. There's this

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from retailers that allow you to incentivize your

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members without having to do zero down and one month free,

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or giving away shakes or giving away t-shirts. What you want to do is

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build a rewards program that lasts, that people value,

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and that doesn't discount your own products and services. So here's the deal.

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There's something called Rewards Vault. The Rewards Vault is going to

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allow a member to set up their own profile. They are going to

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answer questions. You are going to get those answers. You're going to be able to

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target those members and you're going to reward them inside your club,

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inside your spa, and outside of the club and outside of the spa

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to get them to become loyal, to get them to pay their monthly dues

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and to be rewarded properly. for the actions. A lot of companies are

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cutting back on rewards. You shouldn't be. Promotion Vault's your answer.

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Trust me, this is real.

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When you take a look at, um, when you're working on a deal

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and the, the, the counterparty's, uh, attorney

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might not be, might not be an M&A

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specialist, or might— this might be like the first deal they've

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done. How do you either try and

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form a relationship with them and say like, hey, this is kind of

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commercial terms, like my client, we're not trying to like take advantage of you. Yeah.

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Like, this is what an escrow account is, this is how it works,

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these are reps and warranties that someone has to stand behind. What are some of

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the main things that you see as sticking

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points when you're working with maybe a

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less, you know, experienced attorney? And how often

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are those things maybe insurmountable at times where it's like the

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legal team kind of blew up the deal, unfortunately? Yeah. Yeah.

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So first, we always try to establish a good

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relationship, whether they're super sophisticated M&A lawyers or

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solo practitioners who are generalists and are doing, you know, all

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kinds of different work and may not have expertise in M&A or or

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private transactions. But it's a great question, 'cause on the

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smaller end of the transactions, you do run into this quite a bit, and it

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can be quite difficult with an attorney who may not

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understand some basic concepts or terms

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or why we have structures that we have and how working

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capital escrows, I think you mentioned at one point, there's always a sore point in

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how to handle working capital is always a difficult one.

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Yeah. when you have someone who's not experienced. And so,

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you know, we try to explain it to 'em. We just, we have to walk

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them through our rationale. I mean, we've done this, you know, countless

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times, so we know how to explain things in ways that

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either clients who aren't sophisticated in these deals or

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attorneys who aren't sophisticated can understand them. It may seem

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onerous at times, right? That's always the pushback is, oh my God, why do you

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need all of these things? And you've just gotta spend a little extra time

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explaining it to them. that these are generally

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customary and commercial terms and there's a reason for them.

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You're just going to have to slog through that. We try never to have legal

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blow up a deal. The goal is, by the time we have

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an LOI signed, you've got a handshake with a buyer and a seller or

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an investor and a company. If

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we've been involved, hopefully, there's enough meat on those bones

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so that the legal process can go a lot smoother. I

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think tackling a lot of it upfront at that LOI stage is

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critical. I think one of the things why you and I work

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together on sequential deals is, and I

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always tell the potential client before we say, hey, let me

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get Zaino and Ice Miller involved, is

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that you're commercial,

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you get things done very efficiently, but also you're not telling

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them what to do. You're basically saying, look, here's

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my advice, here's the probability, and here's some

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of the potential

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cliffs that you might walk down, unfortunately,

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if you don't do this. But you've always kind of calibrated in every

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deal like, hey, here's what I would do and here's the

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risk of something happening. Yeah. So could you expand

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on how you— because I think you're

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unique from lawyers that we work with about like, yo, I'm looking at this as

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a business transaction. I'm not gonna like hang my hat on something that has a

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low probability. I actually understand the deal. And, and that kind of puts

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you in a different, you know, echelon in my mind. Yeah,

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I appreciate that. Um, um, I think

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I'm a good lawyer, but you know, there's a lot of good lawyers out there.

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But I think, I think we try to— I definitely try to approach every

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transaction from a commercial perspective, right? Um, obviously

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each and every decision is ultimately the client's decision. It's not my company.

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It's not my money that's being invested, et cetera.

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So ultimately, the client has to sign off on all that stuff. You try to

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present it to them with, look, here's what I think will happen. Here's what I

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think your real risks are. Here's what I think are very remote risks.

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Then it's understanding from the client their tolerance. We

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had a deal maybe a year ago where a

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client thought there was going to be a

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lot of competition coming in and wanted to

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take some money off the table because he was afraid and he was willing to

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compromise in certain places

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that maybe we wouldn't always compromise. He thought he was getting a good deal,

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so go for it. Get the deal done and focus on the important thing

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and let some of the little things go to get what you need. what you

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ultimately want. You have to balance that.

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It's born out of experience, but I've been on the other side,

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as you know too, right? I've done some private equity deals on my

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own and as an advisor in your shoes, and so I

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understand what it's like to get a lawyer who's just overly

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legal. Right.

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This is Pete Moore. Here's the last tip for you of the podcast.

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And we look forward to helping you augment your products and

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You know, Mike, when you take a look at reps and warranties, which is something

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that the typical seller has

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probably never seen before, Yeah. And they say, you know,

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you're gonna be on the hook for X amount of years for

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financial statements, X amount of years for tax, and then, you know,

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potentially unlimited or statute of limitations on— or

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maybe no statute of limitations on fraud claims. Could

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you give us a little primer on what risks people are

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taking, what reps and warranties like really mean,

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and what is like fraud versus like what is like a error

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and omission that might be genuine?

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Yeah. You're right. A lot of sellers on the lower end of the

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market may not be, or even higher end, may have never gone through the

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process of giving reps and warranties. Those are really

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just representations about every aspect of your business.

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You may get an agreement, to give people an idea, 10 or

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15 pages of just representations about their business.

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That'll include fundamental things like, I own the business and I have the authority to

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sell the business, that kind of basic stuff. There's no liens.

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There's also very specific stuff about

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all the, you know, lots about employees and benefits, and is there any potential

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litigation and product liability and real estate reps,

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etc., about every aspect of the business. Very

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detailed. And what you're essentially doing is you're telling that

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buyer, that investor, this is the status of my business, okay? And

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so you're representing all of those things so that they know what they're buying.

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The warranty part or the indemnification part comes after the deal closes. If those

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reps and warranties were incorrect, if they were innocently

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incorrect, it was just something you didn't know in your business or

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didn't think of at the moment, there could be liability

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there, right? You could have a buyer that very clearly says, listen, I bought it

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on a set of premises, on a set of representations. Those

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turned out to be incorrect, and they would seek a claim for that, okay?

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Generally, those claims are capped, you know, somewhere between 10% and 20%,

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generally speaking, sometimes as low as 5% on the lower deals.

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5% of like 20% of the total purchase price? Yeah,

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sorry, of the total purchase price. So if you're selling for $10 million, you might

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have a cap of $2 million, right? Anywhere between

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$500,000 and $2 million would be

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normal.

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You, as the seller, are standing behind those. You receive $10 million,

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you may have $2 million that is in a holdback or is in an escrow

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account that will sit there for 12 to

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18 months, and so that if those representations and

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warranties turn out to be incorrect, the buyer has recourse

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to fund a claim. To explain this to

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00:18:28,712 --> 00:18:32,172
the audience further, is that escrow. So if you— let's

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00:18:32,172 --> 00:18:35,559
hypothetically, you got a $10 million deal and we've got a,

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00:18:36,024 --> 00:18:39,378
uh, we got a 10% escrow. So basically the, the seller

293
00:18:39,828 --> 00:18:43,583
is getting $9 million and $1 million is sitting either at a law

294
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firm's escrow account or at a third-party

295
00:18:47,275 --> 00:18:50,982
bank. Yeah. And for the, uh, for the buyer

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and the seller, explain, if you will, on

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how a claim is

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basically made

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00:19:00,629 --> 00:19:04,203
against the escrow and how that process works about trying to claim or

300
00:19:04,267 --> 00:19:08,035
recapture funds from an escrow. Yes. So most claims

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00:19:08,068 --> 00:19:11,803
would just start with a written notice. You'd get a

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letter from the buyer saying, the purchase agreement says

303
00:19:15,537 --> 00:19:18,988
that you had a certain amount of inventory, or you represented

304
00:19:19,343 --> 00:19:20,875
that there was no litigation or there were no

305
00:19:20,875 --> 00:19:24,696
risks of whatever kind, that

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00:19:24,824 --> 00:19:28,566
you operate in compliance with law, etc., they've got to set out

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in detail why they believe that representation is incorrect,

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and then to the extent they can, set forth a

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00:19:36,546 --> 00:19:40,303
dollar amount for the claim. Okay, that notice generally gets

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00:19:40,319 --> 00:19:44,157
served to the escrow agent and to the seller, and like any

311
00:19:44,253 --> 00:19:47,657
claim, it's going to be negotiated back and forth. It may result in

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litigation, but until it is resolved That

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00:19:51,494 --> 00:19:55,262
escrow agent is instructed to hold the money. So if it does go to litigation

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and take a couple years, that money's going to sit there until that

315
00:19:59,014 --> 00:20:02,703
claim is finally resolved. And, you know,

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00:20:02,719 --> 00:20:06,375
claims do happen. They don't happen in every deal. They don't happen in the majority

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00:20:06,375 --> 00:20:09,582
of the deals, anywhere near the majority of deals, but they do happen.

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And then in larger deals, I should

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00:20:14,184 --> 00:20:17,712
mention, in larger deals, you know, we've seen it as low as $10,

320
00:20:17,776 --> 00:20:21,370
$15 million, but when you start getting above $20, $30

321
00:20:21,707 --> 00:20:25,429
million, it's certainly north of $50 million, you're going to see a lot

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00:20:25,429 --> 00:20:29,168
of deals where that indemnification goes away and it's replaced by an insurance

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00:20:29,168 --> 00:20:33,002
policy. Right. You'll have a rep and warranty insurance policy that

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00:20:33,098 --> 00:20:36,548
functions the same way, except there's no holdback. The

325
00:20:36,564 --> 00:20:40,190
escrow, the insurance company, you get all your $10 or $20 or $30

326
00:20:40,190 --> 00:20:43,912
million, and then the insurance policy will stand behind those

327
00:20:44,008 --> 00:20:47,554
claims. Same process of making claims, but You're making claims against the

328
00:20:47,554 --> 00:20:51,068
policy, not against an escrow or pool of cash.

329
00:20:51,565 --> 00:20:55,319
Right, but the seller might have to pay $250 grand or

330
00:20:55,319 --> 00:20:58,993
$500 grand for that escrow, for that insurance. Yeah, that

331
00:20:59,041 --> 00:21:02,731
policy gets— the cost of that gets negotiated, whether the buyer or seller

332
00:21:03,517 --> 00:21:07,271
pays for it. In larger deals, you're seeing buyers pay for it a lot

333
00:21:07,271 --> 00:21:11,057
more often. I'd say in the majority of those deals, buyers are

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00:21:11,057 --> 00:21:14,458
paying for it, and they'll understand that that's an expense, a

335
00:21:14,507 --> 00:21:18,220
transaction expense. It's normally 25 to 50

336
00:21:18,220 --> 00:21:22,040
basis points of the entire transaction. So in a, you know, in

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00:21:22,040 --> 00:21:25,680
a $50 million deal, it might be— Let's just do 10. Let's use 10 for—

338
00:21:25,680 --> 00:21:29,520
Do 10. So it might be $250,000 to $500,000 of expense. I

339
00:21:29,520 --> 00:21:32,580
mean, it's gonna be a little higher on the low end because as a percentage,

340
00:21:33,600 --> 00:21:37,320
uh, it's just the way underwriting works. Yeah. So, so for the

341
00:21:37,320 --> 00:21:40,200
people that are listening here that, you know, get a $10 million offer,

342
00:21:40,200 --> 00:21:43,840
um, end up having $1 million in a, you

343
00:21:43,840 --> 00:21:47,440
know, JPMorgan or trust account that is

344
00:21:47,440 --> 00:21:50,100
at a nationally recognized bank,

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00:21:50,100 --> 00:21:53,860
they'll say, well, what happens with that money? Is that

346
00:21:53,860 --> 00:21:56,960
being invested? And I get, you know, maybe I get

347
00:21:56,960 --> 00:22:00,640
$1,040,000 at the end of it. Do I just get the

348
00:22:00,640 --> 00:22:04,000
million out? Is that an invested pool of

349
00:22:04,000 --> 00:22:07,640
capital? It is sometimes invested. Remember that this

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00:22:07,640 --> 00:22:11,100
is meant to serve as security. So if it's going to be invested, it's only

351
00:22:11,100 --> 00:22:14,071
going to be in things like short-term commercial paper. paper

352
00:22:14,685 --> 00:22:18,389
or short-term treasuries because

353
00:22:18,728 --> 00:22:20,636
no one wants the fluctuation,

354
00:22:22,616 --> 00:22:26,281
particularly the fluctuation, potential fluctuation downwards. If there's meant to be $1

355
00:22:26,281 --> 00:22:29,800
million there to protect the buyer, the buyer's not going to let you invest that

356
00:22:29,800 --> 00:22:33,611
in a stock or something that could go down. Understood. So yeah, you're

357
00:22:33,611 --> 00:22:37,441
going to lose a little bit of value on that money for a year. It's

358
00:22:37,441 --> 00:22:40,820
going to be invested pretty conservatively. Got it. And then from a

359
00:22:40,868 --> 00:22:44,243
standpoint of, you know, we can obviously talk for hours here, but, you know, this

360
00:22:44,243 --> 00:22:47,938
is a good primer for people to understand that there's a lot of complexity to

361
00:22:47,938 --> 00:22:51,763
deals and, you know, asset purchase agreements, stock purchase

362
00:22:51,779 --> 00:22:55,426
agreements, reps and warranties. Yeah. The one thing I wanted to ask you

363
00:22:55,426 --> 00:22:59,187
from a legal standpoint is with, you know,

364
00:22:59,251 --> 00:23:02,850
ChatGPT and Claude and all these

365
00:23:02,963 --> 00:23:06,798
other AI where people are getting an

366
00:23:06,798 --> 00:23:10,195
asset purchase agreement. I just had this happen the other day where

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00:23:10,900 --> 00:23:14,698
a buyer— I'm sorry, a seller of a business

368
00:23:14,698 --> 00:23:17,519
decided not to hire his attorney,

369
00:23:18,817 --> 00:23:22,582
uploaded the asset purchase agreement from the buyer, put

370
00:23:22,582 --> 00:23:25,659
some recommended redline changes into it,

371
00:23:25,947 --> 00:23:29,585
uploaded it, then sent it back to the seller—

372
00:23:30,194 --> 00:23:33,820
Sent it back to the buyer. Signed the agreement.

373
00:23:34,302 --> 00:23:38,027
It had some errors and omissions in there. And then they

374
00:23:38,461 --> 00:23:42,170
brought their attorney on at the 11th hour after they signed the

375
00:23:42,170 --> 00:23:45,686
agreement to try and go back to the buyer and say,

376
00:23:46,184 --> 00:23:49,732
hey, we fucked up here. And pardon my French. Yeah.

377
00:23:50,102 --> 00:23:53,731
I mean— Can we reopen this? Are you seeing that more clients are

378
00:23:53,731 --> 00:23:57,553
thinking that the legal work is automated? And that you got

379
00:23:57,553 --> 00:24:01,361
to like fight against that? Or do they realize that like, hey, you

380
00:24:01,361 --> 00:24:04,285
know, this is more of like a second opinion or like a check or what

381
00:24:04,285 --> 00:24:08,109
does it turn into? Yeah, look, my

382
00:24:08,109 --> 00:24:11,676
personal opinion is it should be a check, right? We are

383
00:24:11,724 --> 00:24:14,568
certainly using AI more. We run our documents through there for

384
00:24:15,645 --> 00:24:19,469
non-substantive things, just like, you know, what is really an enhanced spell

385
00:24:19,517 --> 00:24:22,875
check, like read the document, make sure it's consistent, make sure

386
00:24:23,774 --> 00:24:27,319
formatting works. You also have it read it for some substantive

387
00:24:27,464 --> 00:24:31,218
things. You can ask the AI, what

388
00:24:31,218 --> 00:24:34,844
does this provision mean? Or, explain it. Or, I think this provision says X.

389
00:24:34,924 --> 00:24:38,679
Do you agree? There are a lot of good ways to

390
00:24:38,679 --> 00:24:41,984
use AI that way. From our perspective, we certainly use it.

391
00:24:42,946 --> 00:24:46,316
I think clients should, too. I don't get upset when they do.

392
00:24:46,797 --> 00:24:50,503
I think, at least today, there are a lot of limitations still in a

393
00:24:50,503 --> 00:24:53,903
lot of the AI products. where the real value

394
00:24:53,935 --> 00:24:57,767
we bring to the table as advisors is our experience,

395
00:24:57,847 --> 00:25:01,261
right? Right. And understanding the situation. AI

396
00:25:02,496 --> 00:25:05,237
doesn't have that level of intelligence, right? It doesn't really

397
00:25:05,942 --> 00:25:09,533
understand deal dynamics and negotiating

398
00:25:09,581 --> 00:25:13,429
dynamics very well, in my opinion, and really giving that advice,

399
00:25:13,493 --> 00:25:16,619
which is the meat of what you want, right? Obviously, you want us to get

400
00:25:16,619 --> 00:25:19,345
the documents right, I think

401
00:25:19,890 --> 00:25:23,740
wordsmithing is becoming more of a commodity with AI, but

402
00:25:23,740 --> 00:25:26,980
I think intelligence and real advice and that real counsel

403
00:25:27,526 --> 00:25:31,135
that comes from professionals like lawyers or

404
00:25:31,536 --> 00:25:34,936
financial advisors, that still hasn't been

405
00:25:35,626 --> 00:25:38,578
replicated by AI. It may one day, but I don't think it's there at the

406
00:25:38,578 --> 00:25:42,267
moment. I wouldn't rely on it for advice, for that kind of advice.

407
00:25:42,443 --> 00:25:45,379
Yeah. When I get it from clients, what I find is

408
00:25:46,386 --> 00:25:50,084
I can almost reverse engineer what their prompt is. They'll get an agreement and

409
00:25:50,084 --> 00:25:52,474
say, tell me the 10 ways I'm getting

410
00:25:53,976 --> 00:25:57,349
shortchanged in this agreement, and then they'll get a list of 10 things. I'll be

411
00:25:57,349 --> 00:26:01,108
like, well, those are all normal things, right?

412
00:26:01,786 --> 00:26:05,109
The AI is looking for it, so it's going to pull out whatever it can

413
00:26:05,109 --> 00:26:08,945
find or whatever it sees. Then it puts you

414
00:26:08,945 --> 00:26:12,218
down a course of, man, they've got 10 ways in here I'm getting screwed.

415
00:26:12,953 --> 00:26:15,683
And the reality is they may have no ways you're getting screwed, right? And that

416
00:26:15,683 --> 00:26:18,895
may be normal terms. Yeah, yeah. So

417
00:26:19,522 --> 00:26:23,023
I think the thing that people— the take— one of the takeaways I

418
00:26:23,055 --> 00:26:26,861
wanted to have from this podcast, one, is introduce you to

419
00:26:26,861 --> 00:26:30,539
the, to the halo sector. So if somebody is looking to do a deal, uh,

420
00:26:31,085 --> 00:26:34,698
and they want to be represented and protected, because I like to say

421
00:26:34,698 --> 00:26:38,360
we're in the protection industry, uh, doing a deal with a private equity firm

422
00:26:38,424 --> 00:26:42,269
or strategic If you do not have a good lawyer and if you do

423
00:26:42,349 --> 00:26:46,166
not have a good financial advisor, you are playing checkers and they are playing chess.

424
00:26:46,520 --> 00:26:50,254
And there is no analogy that will change that

425
00:26:50,302 --> 00:26:53,678
dynamic unless you get experts to be on your team

426
00:26:54,241 --> 00:26:57,793
and to help get a deal shepherded to the exit.

427
00:26:59,402 --> 00:27:02,859
Regardless of what you do with AI, this is still a

428
00:27:02,924 --> 00:27:06,480
relationship business. You are trying to market to

429
00:27:06,480 --> 00:27:09,998
someone to buy your company and send you a wire. And

430
00:27:10,030 --> 00:27:13,772
that is not going to happen electronically. And there are nuances on

431
00:27:13,869 --> 00:27:16,905
how to do these things properly. And those nuances

432
00:27:17,322 --> 00:27:20,856
are either, you know, resulting in wins or

433
00:27:20,856 --> 00:27:24,213
losses. I mean, it's no gray area. You know, if you get a deal done,

434
00:27:24,261 --> 00:27:27,907
it's a win. If you don't, then there are reasons. And part of it's being

435
00:27:27,923 --> 00:27:31,473
unprepared and part of it's being unrepresented. So

436
00:27:31,955 --> 00:27:35,778
underrepresented. So, Zato, appreciate you coming on. Thanks for joining

437
00:27:35,874 --> 00:27:39,456
us. Thank you, Ice Miller, for, um, being a part of what we're doing here.

438
00:27:39,729 --> 00:27:42,604
And, uh, the goal is to bring more money into the industry,

439
00:27:43,584 --> 00:27:47,375
create more healthy lifestyles and communities, and also make sure

440
00:27:47,375 --> 00:27:51,118
people are doing good deals and people make money on deals they do, and

441
00:27:51,230 --> 00:27:54,491
people feel good about the deal that they did. And it's not seller's remorse and

442
00:27:54,507 --> 00:27:58,102
they're not overly exposed. So thanks for your contributions to that

443
00:27:58,232 --> 00:28:01,897
cause. I, I appreciate it, and, uh, thanks for having me. This is great.

444
00:28:02,514 --> 00:28:04,719
Awesome. All right, man, good to see you. Go Halo!

445
00:28:11,279 --> 00:28:15,065
This is Pete

446
00:28:15,081 --> 00:28:18,609
Moore on Halo Talks, your captain speaking. I am the founder and

447
00:28:18,722 --> 00:28:22,358
managing partner at Integrity Square. We've been around now for 15

448
00:28:22,450 --> 00:28:25,967
For 19 and a half years, we have been helping people

449
00:28:26,401 --> 00:28:30,240
like yourselves get capital, do mergers and acquisitions, consulting,

450
00:28:30,272 --> 00:28:33,725
strategic advice in the health, active lifestyle, and

451
00:28:33,725 --> 00:28:36,841
outdoor halo sector, trying to help as many

452
00:28:37,323 --> 00:28:40,712
entrepreneurs as possible get to the next level, take that

453
00:28:40,712 --> 00:28:44,551
inflection point, and be the force behind your growth. We are

454
00:28:44,551 --> 00:28:48,229
helping companies that have at least $3 million of EBITDA.

455
00:28:48,761 --> 00:28:52,409
Around $10 million of revenue, and we are positioned to

456
00:28:52,441 --> 00:28:56,217
help you get institutional growth capital or to

457
00:28:56,427 --> 00:28:59,816
negotiate deals with strategic partners. If you go to integritysq.com/ISQ,

458
00:29:03,186 --> 00:29:06,770
you can see our capabilities deck. Happy to set up a consultation at any time

459
00:29:07,300 --> 00:29:10,562
that is free of charge, and we look forward to helping

460
00:29:10,836 --> 00:29:14,640
solve obesity, loneliness, and diabetes. Go him.