00:00:08:23 - 00:00:12:13 I'm Doug Jackson, Co-Head of M&A at Mizuho | Greenhill. 00:00:12:13 - 00:00:17:03 And with me today is Bill Kucera, Head of Global M&A at Mayer Brown. 00:00:18:00 - 00:00:21:21 Bill, we've had the pleasure of knowing each other for 25 years now, 00:00:21:21 - 00:00:27:04 and really had the pleasure of working together on a variety of both public and private transactions. 00:00:27:04 - 00:00:28:13 Thanks for joining me today. 00:00:28:19 - 00:00:29:11 Well, thanks for having me. 00:00:29:14 - 00:00:33:10 I thought we'd touch on a variety of current topics in the M&A landscape, 00:00:33:10 - 00:00:37:01 both from a market and, importantly, a legal perspective. 00:00:37:01 - 00:00:40:05 Think of it as a bit of an M&A lightning round, if you will. 00:00:40:05 - 00:00:45:13 Why don't we ease into it with a bit of thoughts on the current M&A environment. 00:00:45:13 - 00:00:50:11 In particular, I think you'd have to accept and everybody would acknowledge 00:00:50:11 - 00:00:54:05 that the M&A market is alive and well and thriving. 00:00:54:05 - 00:00:58:15 M&A volume is up over last year and the year before meaningfully, 00:00:58:15 - 00:01:00:23 but it's not an evenly distributed market. 00:01:00:23 - 00:01:05:21 Large cap strategic transactions are really dominating M&A volume 00:01:05:21 - 00:01:10:07 and they have a disproportionate amount of the deal activity. 00:01:10:07 - 00:01:14:14 From your perspective, what about the current environment is driving that dynamic? 00:01:14:21 - 00:01:15:23 Yeah, well thanks, Doug. 00:01:15:23 - 00:01:21:12 First of all, the macroeconomic headwinds are certainly well known. 00:01:21:12 - 00:01:25:13 You've got geopolitical tensions, you've got tariffs, the list goes on and on. 00:01:25:13 - 00:01:28:19 So that certainly is impacting the broader M&A market. 00:01:28:19 - 00:01:33:07 But as you say, the largest strategic deals, the so-called megadeals, 00:01:33:07 - 00:01:37:14 have stayed relatively active despite these headwinds. 00:01:37:14 - 00:01:43:02 And I think there's really two reasons for that, both of which are perhaps obvious in the name. 00:01:43:02 - 00:01:44:15 First, they're large deals. 00:01:44:15 - 00:01:48:15 And so with a bigger deal, there's frankly more room for error. 00:01:48:15 - 00:01:54:00 To use deal parlance, the materiality bar tends to be higher. 00:01:54:00 - 00:01:57:22 And so when you have more room for error, you can get through 00:01:57:22 - 00:02:01:09 more headwinds and tensions in the market. 00:02:01:09 - 00:02:05:15 And second, and I think importantly, these deals do tend to be strategic. 00:02:05:15 - 00:02:10:11 And strategic deals tend to have a longer-term outlook. 00:02:10:11 - 00:02:17:15 This is combining two companies in kind of a '1+1 = 3' strategic vision, so to speak. 00:02:17:15 - 00:02:24:03 And that's in contrast to smaller deals and deals between financial sponsors, 00:02:24:03 - 00:02:29:07 in which really the goal of that deal is to maximize near-term value. 00:02:29:07 - 00:02:35:08 And so those deals get more hung up on smaller issues in the market, smaller blips. 00:02:35:08 - 00:02:38:15 I'm working on a transaction right now, not the biggest deal around, 00:02:38:15 - 00:02:40:17 but it's well into the nine figures, 00:02:40:17 - 00:02:45:03 and the parties are haggling over a $5 million difference in purchase price. 00:02:45:03 - 00:02:49:00 And I think they'll get past it, but the deal may break over $5 million, 00:02:49:00 - 00:02:52:00 which is not a lot of money in this business. 00:02:52:00 - 00:02:56:05 And so that shows the difference between these large, big strategic deals 00:02:56:05 - 00:02:59:07 and maybe the smaller, non-strategic sponsor deals. 00:02:59:15 - 00:03:01:05 You bring up financial sponsors. 00:03:01:05 - 00:03:04:20 I mean, I would imagine there's still tremendous pressure on the sponsor community 00:03:04:20 - 00:03:07:02 to get transactions done. 00:03:07:02 - 00:03:10:20 How are they adopting in terms of trying to get DPI? 00:03:10:20 - 00:03:16:01 For one, there's no doubt that the private equity market is facing challenges right now. 00:03:16:01 - 00:03:23:19 I saw a KPMG report not too long ago that had the statistic on number of PE deals in the first quarter 00:03:23:19 - 00:03:29:00 of '25 versus the first quarter of '26, and the number of PE deals is down about 20%. 00:03:29:00 - 00:03:33:22 So right there is evidence of a softer private equity market. 00:03:33:22 - 00:03:39:09 And then more anecdotally, I heard an interview with the Co-CEO of Thomas H. Lee Partners 00:03:39:09 - 00:03:44:21 the other day in which he said that the PE market was the hardest or the most challenged 00:03:44:21 - 00:03:46:09 that he's seen in his career. 00:03:46:09 - 00:03:47:22 I think it was his 45-year career. 00:03:47:22 - 00:03:55:00 So there's no doubt that PE is facing some headwinds because of these more macro levels. 00:03:55:00 - 00:03:58:06 And so, you know, what does the PE market do in that regard? 00:03:58:06 - 00:04:03:09 It's harder to exit because there's valuation challenges 00:04:03:09 - 00:04:06:04 and just harder to get buyers to the table. 00:04:06:04 - 00:04:08:06 Certainly the IPO market, 00:04:08:06 - 00:04:14:05 which has been really soft over the last several years, is thawing, I would say. 00:04:14:05 - 00:04:19:02 And so that is an exit that certain portfolio companies can take advantage of, 00:04:19:02 - 00:04:23:21 but far more prevalent and really a major trend in the private equity world 00:04:23:21 - 00:04:27:05 is the continuation funds, continuation vehicles. 00:04:27:05 - 00:04:31:13 I think it was 20% of private equity exits are through CVs now. 00:04:31:13 - 00:04:39:05 And so that is, you know, a tool that private equity sponsors are using to get some liquidity 00:04:39:05 - 00:04:44:19 for its LPs, but put off the ultimate exit until the time is a little better. 00:04:45:03 - 00:04:53:16 When a fund is transferring or selling from one existing fund to a CV, 00:04:53:16 - 00:05:00:11 is there anything different about that transaction from a legal standpoint, from your standpoint, 00:05:00:11 - 00:05:03:12 or is it a regular way deal from the lawyer's standpoint? 00:05:03:22 - 00:05:06:06 You go out of your way to make it a regular way deal, 00:05:06:06 - 00:05:10:08 and you want it to be arm's length and show that it's arm's length. 00:05:10:08 - 00:05:16:06 You typically would get fairness opinions on both sides of the deal to show that the consideration 00:05:16:06 - 00:05:20:12 both on the buy side and the sell side is quote-unquote "fair". 00:05:20:12 - 00:05:25:12 But the fact of the matter is it, is a, you know, a related or an affiliate deal. 00:05:25:12 - 00:05:30:11 So you do have to be a little careful to make sure your T's are crossed and your I's are dotted 00:05:30:11 - 00:05:36:05 and make sure that there's a propriety of arm's lengthness, I guess, is the way to put it. 00:05:36:08 - 00:05:42:05 I think we see that as well when we're in the financial advisory capacity. 00:05:42:05 - 00:05:44:19 For those deals that are getting done in the marketplace, 00:05:44:19 - 00:05:48:10 do you see it more of a buyer's market or a seller's market? 00:05:48:10 - 00:05:57:22 First of all, it's a buyer's market if you can get through an auction and to the table. 00:05:57:22 - 00:06:00:14 Auctions are softer than they have been. 00:06:00:14 - 00:06:07:16 I'm working on one now which was launched four or five months ago that, you know, I thought 00:06:07:16 - 00:06:11:06 there was going to be a frothy auction, going to be lots of interest. 00:06:11:06 - 00:06:14:15 To say that we're limping to the finish line is an understatement. 00:06:14:15 - 00:06:18:02 There's maybe one buyer left at the end. 00:06:18:02 - 00:06:24:10 And so it's from that standpoint and the buyer that emerged has quickly figured out that the auction 00:06:24:10 - 00:06:28:17 largely broke and that buyer, of course, has some deal leverage. 00:06:28:17 - 00:06:32:09 And so from that standpoint, if you're a buyer that's willing to transact in this market, 00:06:32:09 - 00:06:34:10 there's definitely some leverage. 00:06:34:10 - 00:06:41:05 But once you get past that and to the table, the biggest dynamic — and this is really a more macro 00:06:41:05 - 00:06:49:15 change to the M&A world since me and you started doing deals 25 years ago — is rep and warranty 00:06:49:15 - 00:06:51:09 insurance has really changed the game. 00:06:51:09 - 00:06:52:00 It just has. 00:06:52:00 - 00:06:58:03 And it's definitely the biggest change in M&A deals and processes in our careers. 00:06:58:03 - 00:07:00:00 And there's two sides of that coin. 00:07:00:00 - 00:07:04:20 At first, and most obviously, it is a huge win for the sellers. 00:07:04:20 - 00:07:12:19 Rep and warranty insurance has allowed for sellers to have limited, or in many instances, no 00:07:12:19 - 00:07:19:12 post-closing exposure on the deal, which 15 years ago would have been unheard of for sellers. 00:07:19:12 - 00:07:23:07 And so from that standpoint, it's a big win from sellers. 00:07:23:07 - 00:07:27:04 And you go into the deal with a seller-friendly deal term. 00:07:27:04 - 00:07:35:16 But the flip to that is that the quid pro quo for a buyer agreeing to having no real recourse against 00:07:35:16 - 00:07:43:20 the seller is the seller generally agrees to what I'll say is a fulsome set of representations 00:07:43:20 - 00:07:47:05 and warranties that it gives to the buyer. 00:07:47:05 - 00:07:53:08 And the reason that's good for the buyer is because that supports the buyer's representation 00:07:53:08 - 00:07:54:21 and warranty insurance coverage. 00:07:54:21 - 00:08:00:06 And so while rep and warranty insurance is obviously good for sellers, 00:08:00:06 - 00:08:03:23 it's also good for buyers too, because it's facilitated these fulsome reps. 00:08:04:06 - 00:08:09:10 Is there a particular reason why the industry hasn't standardized a rep and warranty package 00:08:09:10 - 00:08:11:04 for an insurance policy? 00:08:11:08 - 00:08:14:17 Because the rep and warranty insurance market hasn't mandated that. 00:08:14:17 - 00:08:18:14 And the reason it hasn't mandated that is because it's so competitive now. 00:08:18:14 - 00:08:22:19 It's become so lucrative that more and more market entrants have come in. 00:08:22:19 - 00:08:27:07 And there's been candidly a little bit of a race to the bottom on terms. 00:08:27:07 - 00:08:31:21 And premiums down, retentions are down. 00:08:31:21 - 00:08:35:05 Policy terms are incredibly insured-friendly. 00:08:35:05 - 00:08:41:08 I mean, it's to the point where whenever you do a new policy, you'll go back to your last 00:08:41:08 - 00:08:44:04 fully negotiated policy with that insurer. 00:08:44:04 - 00:08:45:11 And we'll say, "we'll start there". 00:08:45:11 - 00:08:49:06 And those terms are already very insured-friendly. 00:08:49:06 - 00:08:56:00 And so while you would think that the insurance would move a little bit based on the type of reps 00:08:56:00 - 00:09:00:23 you're giving, in deal practice that doesn't happen as the insurer really just insures over it. 00:09:01:10 - 00:09:09:09 Do you see a bifurcation between strategics and financial sponsors in terms of the use of 00:09:09:09 - 00:09:10:11 rep and warranty insurance? 00:09:10:11 - 00:09:15:15 I mean, certainly nearly 100% of financial sponsor sellers will require it. 00:09:15:15 - 00:09:21:21 But in terms of buyers, are the strategics getting more and more comfortable with it as a product? 00:09:22:03 - 00:09:22:16 They are. 00:09:22:16 - 00:09:25:01 And that's really because they have to. 00:09:25:01 - 00:09:25:16 And you're right. 00:09:25:16 - 00:09:31:17 The early adapters of the rep and warranty insurance products were sponsors. 00:09:31:17 - 00:09:36:13 And they really moved the market at the beginning. 00:09:36:13 - 00:09:39:23 Strategics were slow to adapt, like they often are, 00:09:39:23 - 00:09:44:00 until they really got to the point where they couldn't avoid it anymore. 00:09:44:00 - 00:09:53:02 And the reason for that is, if not every sell-side auction, 99% of sell-side auctions are hardwired 00:09:53:02 - 00:09:59:11 such that the seller will have little, if any, recourse through the deal. 00:09:59:11 - 00:10:00:23 Those are the terms. 00:10:00:23 - 00:10:06:05 No buyer is going to be competitive if they say, “no, no, I want a traditional indemnification package.” 00:10:06:05 - 00:10:12:15 So if you're planning an auction, you pretty much have to accept a limited recourse scenario. 00:10:12:15 - 00:10:16:07 And limited recourse scenarios, you've got two options as a buyer. 00:10:16:07 - 00:10:18:18 One is you can go to the rep and warranty insurance market 00:10:18:18 - 00:10:20:17 and procure this great new product. 00:10:20:17 - 00:10:24:12 Or second, you can self-insure and effectively take the risk. 00:10:24:12 - 00:10:30:23 And while I think there was a time when strategics were trying to figure out which was the better route 00:10:30:23 - 00:10:38:02 there, because of the softness in the rep and warranty insurance market, 00:10:38:02 - 00:10:43:00 there's more rep and warranty insurance capacity than there is M&A deals to insure. 00:10:43:00 - 00:10:46:00 And that has led to, as I mentioned a minute ago, 00:10:46:00 - 00:10:47:18 you know, pricing coming down and terms coming down. 00:10:47:23 - 00:10:53:20 Are there any new developments or particular focus on deal protection mechanisms 00:10:53:20 - 00:10:54:22 that are worth highlighting? 00:10:55:02 - 00:11:01:22 Yes, certainly in the public deal world, the recent change of the tender offer rules, in which, for 00:11:01:22 - 00:11:08:18 certain tender offers, not all, but if you meet the conditions, cash deal, a competing offer hasn't 00:11:08:18 - 00:11:16:00 emerged, etc., the minimum offer period that you have to keep the tender offer open 00:11:16:00 - 00:11:19:13 has been reduced from 20 business days to 10 business days. 00:11:19:13 - 00:11:22:22 And that's pretty material for both the buyer and the seller. 00:11:22:22 - 00:11:29:13 On the buy side, back to your deal protection, you know, buyers want to get their deal done as quickly 00:11:29:13 - 00:11:31:21 as possible to eliminate the deal risk. 00:11:31:21 - 00:11:33:03 Is somebody jumping the deal? 00:11:33:03 - 00:11:38:12 So reducing from 20 business days to 10 business days is certainly an attractive 00:11:38:12 - 00:11:41:18 deal protection mechanism that a buyer would think about. 00:11:41:18 - 00:11:45:20 And it's attractive on the sell side, too, simply because stuff happens in the world. 00:11:45:20 - 00:11:51:20 And so sellers want as little market risk or “stuff happening” risk out there as possible. 00:11:51:20 - 00:11:55:09 So getting closed sooner rather than later is better for the seller. 00:11:55:09 - 00:11:58:05 So this change in the tender offer rule, 00:11:58:05 - 00:12:05:00 if you've got the right fact pattern for your public deal, is pretty valuable and pretty game changing. 00:12:05:03 - 00:12:07:19 Bill, maybe this is a good opportunity to pivot 00:12:07:19 - 00:12:15:02 to talk about the subject matter that dominates all the headlines, which is AI and the use of AI. 00:12:15:02 - 00:12:19:03 How has the M&A process changed from a legal perspective 00:12:19:03 - 00:12:22:21 with the introduction of viable AI models? 00:12:23:04 - 00:12:24:16 So it is absolutely here. 00:12:24:16 - 00:12:28:09 It is absolutely changing M&A in real time. 00:12:28:09 - 00:12:31:21 Deal process. 00:12:31:21 - 00:12:34:06 The use cases are varied. 00:12:34:06 - 00:12:38:06 They're exciting and they're evolving. 00:12:38:06 - 00:12:42:08 The most obvious is on the due diligence side, document review. 00:12:42:08 - 00:12:48:17 The things that young M&A lawyers used to toil all through the night reviewing 00:12:48:17 - 00:12:51:07 hundreds and hundreds of contracts. 00:12:51:07 - 00:12:54:21 In the old days, literally in a physical data room with boxes. 00:12:54:21 - 00:12:56:09 And I know you remember those days. 00:12:56:15 - 00:12:57:00 I do indeed. 00:12:57:05 - 00:13:02:03 And now you put the contract into an AI tool and it says if a consent is required or not. 00:13:02:03 - 00:13:04:10 So that is a pretty interesting change. 00:13:04:10 - 00:13:09:21 But there's been some other ones in my practice quite recently that have gotten my attention. 00:13:09:21 - 00:13:13:18 And I'll just give a couple of examples because I find it interesting. 00:13:13:18 - 00:13:21:16 We're doing, on the buy side, a fast moving deal to acquire a pretty complicated tech company, 00:13:21:16 - 00:13:26:03 which candidly, most of the lawyers and the laymen around couldn't describe 00:13:26:03 - 00:13:27:20 easily about what this company did. 00:13:27:20 - 00:13:31:02 I know you know the type of companies I'm talking about. 00:13:31:02 - 00:13:36:15 And so here we were faced with having to come up with the definition of the restricted business 00:13:36:15 - 00:13:38:04 for the sell side non-compete, and 00:13:38:04 - 00:13:40:04 “what can the seller not do?” 00:13:40:04 - 00:13:42:16 and we're like, “uh-oh, we don't even know what the business does”. 00:13:42:16 - 00:13:44:00 So how do we say– 00:13:44:00 - 00:13:45:05 How do we define it? 00:13:45:05 - 00:13:47:14 One of my younger partners says, "I have an idea". 00:13:47:14 - 00:13:52:16 We'll take the banker's offering memorandum and put it into Harvey, which is the legal AI tool, 00:13:52:16 - 00:13:56:18 and ask it to disseminate, cut through the information 00:13:56:18 - 00:13:59:05 and spit out a definition of restricted business. 00:13:59:05 - 00:14:03:04 Five minutes later, there was a definition of restricted business, which we put in front of our 00:14:03:04 - 00:14:06:09 client, who, of course, did know what the target company did because they were buying it. 00:14:06:09 - 00:14:09:08 And the client said, "Looks great", didn't change a word. 00:14:09:08 - 00:14:15:09 So that's one example of using AI to solve problems and make things go faster. 00:14:15:09 - 00:14:20:06 The second example, which is perhaps even nearer and dearer to my heart and probably yours 00:14:20:06 - 00:14:25:17 as a former M&A, young M&A lawyer, we were working on another deal recently, 00:14:25:17 - 00:14:29:12 which, as sometimes happens, it started off as a stock deal. 00:14:29:12 - 00:14:31:16 And we dutifully prepared a stock purchase agreement. 00:14:31:16 - 00:14:34:15 And, of course, the deal pivoted to a merger. 00:14:34:15 - 00:14:39:18 And so, uh-oh, we need to change a stock purchase agreement to a merger agreement. 00:14:39:18 - 00:14:45:08 And in the old days, that would entail a fifth-year associate with a lot of blood, sweat and tears, 00:14:45:08 - 00:14:51:23 typically over an overnight period, turning that agreement from a stock purchase into a merger. 00:14:51:23 - 00:14:56:22 But in this case, “Hey Harvey, can you turn our agreement from a stock purchase into a merger?” 00:14:56:22 - 00:15:00:16 And in whatever it was, 10 minutes, out came a merger agreement. 00:15:00:16 - 00:15:05:20 And so there are some real-time examples of how AI is changing the M&A process. 00:15:05:20 - 00:15:07:17 And that's obviously the tip of the iceberg. 00:15:07:17 - 00:15:09:17 And that's more anecdotal. 00:15:09:17 - 00:15:13:06 But it is definitely being used in the M&A process. 00:15:13:18 - 00:15:18:08 The hiring needs for the legal profession is outside the scope of this conversation, 00:15:18:08 - 00:15:21:11 but it does have interesting implications to the labor market. 00:15:21:22 - 00:15:28:17 But as it relates to AI, what are some other issues that we should be cognizant of, 00:15:28:17 - 00:15:35:22 whether that's, you know, recording conversations, conference calls, the prompts, 00:15:35:22 - 00:15:39:18 you know, I'll call it a search history, but the prompts using AI? 00:15:39:18 - 00:15:44:23 Are there any ramifications from a confidentiality attorney-client standpoint 00:15:44:23 - 00:15:46:14 that clients should be aware of? 00:15:46:18 - 00:15:47:03 You bet. 00:15:47:03 - 00:15:51:14 And this is not surprisingly an evolving area as we speak. 00:15:51:14 - 00:15:57:18 But there have been a couple of recent cases on this topic in which, in the M&A context, 00:15:57:18 - 00:16:04:07 and I'm sure in other contexts as well, the question about search histories and AI prompts 00:16:04:07 - 00:16:08:18 and whether those are legally privileged or could be discoverable, 00:16:08:18 - 00:16:13:16 have been front and center to pretty significant M&A disputes. 00:16:13:16 - 00:16:18:04 There was one earn-out dispute in which AI prompts was front and center. 00:16:18:04 - 00:16:24:07 And so lawyers are creating various provisions for nondisclosure agreements, 00:16:24:07 - 00:16:31:09 for the purchase agreement, that talk about the protection of AI searches and AI outputs 00:16:31:09 - 00:16:34:03 and making it legally privileged and who can use it and who can't. 00:16:34:03 - 00:16:40:08 So I would encourage deal professionals, both bankers, lawyers, to frankly pay attention 00:16:40:08 - 00:16:45:00 to this and make sure you've got policies and procedures on your deal team 00:16:45:00 - 00:16:48:03 in place so that it's at least thoughtful. 00:16:48:03 - 00:16:55:04 You don't want to get ahead of it and find out later, wow, those AI prompts that says, 00:16:55:04 - 00:16:59:09 “How do we breach this contract?” is later discoverable. 00:16:59:09 - 00:17:00:07 That's a bad thing. 00:17:00:17 - 00:17:01:11 Thanks, Bill. 00:17:01:11 - 00:17:03:10 What about some parting thoughts? 00:17:03:10 - 00:17:09:04 If you had to pick one area where clients are still underestimating risk, 00:17:09:04 - 00:17:11:14 is there an area that you could highlight for our viewers? 00:17:11:23 - 00:17:16:23 It's a really good question, and it was very thought-provoking when we were preparing for this. 00:17:16:23 - 00:17:21:11 The thing that I came up with, I kind of ticked through those deals I've worked on that 00:17:21:11 - 00:17:24:18 either outright failed, or were challenged. 00:17:24:18 - 00:17:27:15 And the good news is it's a relatively short list. 00:17:27:15 - 00:17:30:12 But there are some in my long career. 00:17:30:12 - 00:17:37:16 And the uniting factor to all those deals were the management team that the client, my client, 00:17:37:16 - 00:17:41:22 the buyer effectively bet on or was relying on didn't play out. 00:17:41:22 - 00:17:45:14 And there's a lot of different scenarios as I tick through it 00:17:45:14 - 00:17:50:23 that kind of led to that result, ranging from outright fraud. 00:17:50:23 - 00:17:55:20 The CEO founder literally defrauded my client, the buyer. 00:17:55:20 - 00:17:59:21 Obviously, that's a bad scenario, and that's one that isn't typical and you want to avoid. 00:17:59:21 - 00:18:02:08 But there's more subtle areas in this. 00:18:02:08 - 00:18:09:13 Another sponsor bought a portfolio company that at the time the CEO was the son of the founder, 00:18:09:13 - 00:18:11:23 not a particularly strong CEO. 00:18:11:23 - 00:18:18:01 And within a very short amount of time from the closing, my client, the private equity owner, 00:18:18:01 - 00:18:23:17 realized they needed to make a switch with management, which they did. 00:18:23:17 - 00:18:25:18 That company never recovered. 00:18:25:18 - 00:18:29:11 Seven, eight years later, one CEO after another, one CFO. 00:18:29:11 - 00:18:30:06 It just never– 00:18:30:06 - 00:18:35:07 So starting out of the gate, betting on the wrong management team really led to 00:18:35:07 - 00:18:37:09 that investment struggling mightily. 00:18:37:09 - 00:18:44:21 And then maybe the last example of that is another sponsor acquisition situation. 00:18:44:21 - 00:18:51:07 The CEO of the target that we were buying was, I'll go so far as to say, a little difficult 00:18:51:07 - 00:18:54:08 in the negotiations, employment terms and the like. 00:18:54:08 - 00:18:58:14 And it was hard to get that deal done and to get that CEO over the line. 00:18:58:14 - 00:18:59:19 But we did. 00:18:59:19 - 00:19:03:16 And we owned the company for, my client owned the company for a nice hold period 00:19:03:16 - 00:19:05:04 and went to exit. 00:19:05:04 - 00:19:05:19 And guess what? 00:19:05:19 - 00:19:09:13 The CEO who was still around was difficult on the exit. 00:19:09:13 - 00:19:12:01 And as a seller, that's a bad scenario. 00:19:12:01 - 00:19:15:04 You want to be able to control your exit. 00:19:15:04 - 00:19:21:02 You don't want there to be external factors that are implicating or making it harder for you to sell. 00:19:21:02 - 00:19:25:13 And that CEO that was difficult coming in proved to be difficult coming out. 00:19:25:13 - 00:19:30:10 So the common theme of those challenge deals is 00:19:30:10 - 00:19:35:16 really kind of betting on the wrong management team, which led to some challenges down the road. 00:19:35:16 - 00:19:40:01 So I think that might be something that buyers maybe underestimate a little bit. 00:19:40:11 - 00:19:45:03 Maybe this would be a great opportunity to turn it around and say one of the positive things 00:19:45:03 - 00:19:51:18 that helps deals is having the right advisors alongside, whether it's both legal and financial. 00:19:52:00 - 00:19:53:13 That is for sure the case. 00:19:53:13 - 00:19:54:00 Absolutely. 00:19:54:07 - 00:19:57:22 Bill, thanks for joining us today at the Mizuho | Greenhill M&A Corner. 00:19:58:01 - 00:19:58:11 You bet. 00:19:58:11 - 00:19:59:01 I had a great time. 00:19:59:01 - 00:19:59:13 Thanks for having me.