EP22 - Mission Impossible 3 - ESOP Feasibility Exploring The Timing of Your ESOP Transaction

This is Part 3 of a series on ESOP feasibility and focuses on one of the most important timing questions business owners face: When should you move forward with an Employee Stock Ownership Plan (ESOP) transaction? Drawing on the dramatic scene from Mission: Impossible III in which Ethan Hunt is given seconds to reveal the location of the Rabbit’s Foot, the episode contrasts high-stakes urgency with the thoughtful analysis required to select an optimal ESOP transaction date.

The discussion explores variables such as interim financial performance compared with the year-end forecast and explains why owners should evaluate the target date before working backward through the transaction timeline. For business owners engaged in ESOP Planning, thoughtful timing can help support the Benefits of an ESOP and the Advantages of an ESOP. ESOP Advisory and professional ESOP Advisory Services can provide valuable guidance when evaluating timing, readiness, and the steps needed to move confidently toward a successful transaction.

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[0:11] Message to a thief who stole my antidepressants dot dot dot I hope you're happy. 
 
 [0:22] Hope you got that one that was I have this thing where I go driving by to my from my office back to my place. 
 And there's this really cool auto repair shop that always post these kind of cool little quips and funny things so I got that one the the other day they get full credit I thought it was funny, I don't take antidepressants by the way this is the theesopguy and we are on a journey to an ESOP and we're continuing on this road towards understanding esops better as a resource this podcast really is, designed to help folks understand the ESOP so this is your first time and you just found us you're like what's this guy talking about. 
 We're just going to we're exploring things together we have worked this out for the next for the last four seasons. 
 And so if you're part of this community of ESOP people thinking about Aesop's I welcome to the podcast if you're, in the middle of a transaction or you're thinking about starting a transaction. 
 This is hopefully going to be really there for you to learn more and we do this by topics and we do interviews and so just that's my quick intro on what the podcast really is and what its intended to do. 
 So as we go off today I want to I want to talk a little bit we're going to beat in this continuation and it's going to start really with this. 
 
 [1:52] Pain. 
 Yes to me I got exactly what you asked for did you want something else if there was a misunderstanding I will fix it I can get it whatever you want to listen. 
 
 [2:11] Very. 
 So this is going to be hopefully a very very good Connecting Point. 
 
 [2:30] Mission Impossible 3 I know if you guys don't like Mission Impossible and these are my last three episodes have been using Mission Impossible I'm just going to say I'm sorry I love Mission Impossible they're always fun there's always interesting I know, if you don't like Tom Cruise you probably don't ever watch them I kind of grew up with Tom Cruise just. 
 Kind of been part of our movie reality forever I don't know if he'll ever stop making movies but this scene here. 
 Is really a gripping scene so he's kind of caught by the bad guy and. 
 Basically trying to extract information from him and what he's doing in this 123 is there's this countdown and so I thought this would be perfect as we as we go through this because, we're talking about when the next step next series Connecting Point on on ESOP feasibility and so the idea behind ESOP feasibility. 
 Is to better understand before I just met this before you get too deep into hiring all these people trustees and attorneys and, in evaluation firm so of course there's there's cost to all of this. 
 
 [3:47] That you don't want to necessarily jump into if you're not ready to do it right so the ESOP feasibility, is such an incredible step and so what we're doing in this series of discussing it is talking about some of the things that you should be thinking about are asking questions you maybe right now in the middle of, working with somebody, about on an ESOP feasibility or getting quotes for people to do the feasibility work for you so this is really hopefully going to help you the series of, very specifically thinking about issues now today as we roll this together we're going to be talking about the timing of those feasibility issues and things like, ESOP like the timing of your ESOP is kind of the nature of everything so Mission Impossible 3 ESOP feasibility. 
 
 [4:36] Timing your ESOP that'll be our title as we go through it so. 
 As we go through this I just wanted to say as always please go to our website at journey to an ESOP.com it's very helpful. 
 Often get comments from people some specific questions that we can just shoot you a quick email back on, other times we just want to kind of walk those things out with you there's there's a that's just a great way to connect with us now, in addition to that I would just continue to make the request if you like this podcast and you think it's helpful please share it with a friend. 
 If you if you have the technical capabilities to do this go ahead and rate and review the podcast give us a five star rating on the platform you're looking for if that is something that you have the time to do if you don't, try to do it anyways but either way, just an ask from our side so with that we want to just again encourage you as you go through your journey to an ESOP, so as we go into this I want to kind of think through the timing a little bit deeper. 
 
 [5:42] All right I know where the rabbits for this. 
 
 [5:53] The way you helped me on the airplane that way you put the gun down that's. 
 Let's Rejoice for okay let me just say this Philip Seymour Hoffman may he rest in peace it was one of the greatest actors I think of all time. 
 
 [6:14] I don't really know you know much about his background but I do know the movie see produced or were part of or just just he's a phenomenal actor and. 
 So anyway he's in this scene and he's kind of He's the bad guy right and he's like no way you know you can just get a get a sense for the he's given. 
 Ethan Hunt like 10 seconds and then he's got this gun and of course he's going to shoot the woman of this series of Mission Impossible 3 and so. 
 
 [6:46] Ethan hunts like no you know he's trying to work this out and impossible situation because it's Mission Impossible. 
 So so we're walking down this timeline and we're starting to think about. 
 You know certain things that come up right now for him obviously these are issues like what's the rabbit's foot to be honest I don't really remember but it's probably some weapon or something that. 
 
 [7:09] The bad guy wants so he can do what bad guys do with it but. 
 When we're thinking about the ESOP as we start kind of digging into our topic what happens out of feasibility. 
 Is there's usually a very good and healthy discussion when it comes to the timing of your Esau, now part of this is going to lead us to kind of think about, some things maybe that are working that are specific to companies that you're that you're you know your situation and as we think about that one of the things as I'm just going to go through some real. 
 Issues that come up from time to time with ESOP feasibility work that we do. 
 That again directly come back to this idea of the timing and I guess the first the first thing is is if we just peel off this idea that. 
 
 [8:02] Every company is a little unique. 
 In one of the one of the things that makes a company more unique or more different more you know specific in a sense is that it's going to be, the decision making process to go through these up is going to be built around the shareholders so if I if a company has one shareholder, I mean that's just so simple right if they have more than one shareholder it's two little less you know simple but you know and not as complex. 
 You know if we get all the way up to say eight or ten shareholders there that becomes a lot more complex right so the first issue that I would say is that in as we go through ESOP feasibility modeling. 
 Let me just take a quick step back and bring everybody to the current portion of the ESOP process so the very first step that we would go have gone through as we had we would have built a valuation model. 
 That will help us to determine from a transaction standpoint. 
 
 [9:03] The a very good estimate of what we believe the net Equity value of the purchase price go is going to be so that's your Enterprise Value, your target working capital and then the your potential add backs so that we know we have a good idea of the number and I could basically also. 
 Discounts for of course lack of marketability and possibly discounts for lack of control. 
 So it's a part of the consensus building process is going to obviously start with ar the shareholders okay with the number right, the second part of it though once everybody says yes then we move in that's how we do it we move into the feasibility because of evaluation doesn't work what's the point of continuing and into this, process and spending any more money on it and as well as your time so but consensus itself the goal of consensus is that we, we want the shareholders to agree that that first off the path towards an ESOP make sense. 
 
 [10:03] Now when we think about this why is this more complicated obviously with with more sheep more than one shareholder well. 
 It could have within the shareholder body I could have you know age differences I could have shareholders that are older and younger. 
 I could have shareholders that even in as I said this in death different podcast sometimes in age you, you're just worn out like you're not maybe ready to retire but you're just worn out with this current situation and then you know I would say that. 
 In a sense is when I think about age we're really getting into the goals and objectives of the shareholders and so that is going to, Propel a certain goal and objective for some shareholders and that might look like for some people I'm just ready to get out of here, you know and hopefully the Aesop's a good way to go so it in and there's some things to talk about when it comes to that but we're going to just stay on this idea of building consensus. 
 In other cases the other shareholders that are maybe younger they're just they're really there they want to work the rest of whatever 10 years 20 years so there's not like any. 
 Any sense of urgency for them when we're building consensus on ESOP feasibility. 
 
 [11:17] For them to from a timing standpoint they have a lot of flexibility so we can blend that and consensus in some of the consensus is, is shaping our direction towards the ESOP so so in case it might make sense for us to, you know carve out more of the distributions and liquidity, of the event towards the one shareholder that wants to leave versus some of the other debt that's going to be put on the books for the shareholders that want to stay build that around some other pieces of the puzzle which would, include warrants and maybe the value at the front end and the value at the back end so there's a lot of things you can do with. 
 You know from a financial valuation standpoint when it comes to the shareholder goals and objectives now sometimes when we get into consensus, it may be that the shareholders don't even look at this as as the right path right so so so assuming that's the case. 
 Of course we really would have addressed a lot of this in the valuation so but it might roll into this next piece so sometimes. 
 
 [12:23] Some shareholders might say you know our best path is a strategic sale you know for maybe really good reasons or whatever, might be a private equity and maybe a competitor maybe whatever a customer they they've identified that as maybe a better alternative so part of this consensus building is to is to think. 
 At this level about what are the other alternatives. 
 
 [12:49] And so in there's certain things that I would say that of course we're in a great position to deal with that here in feasibility, um and I would say as you go through the ESOP process deeper and deeper, it becomes more cost-prohibitive to keep considering parallel opportunities I think for us the way we would look at it, and I think what happens when we're building consensus at this at this point we're wanting to just lay out as much as we can as what those options really might look like. 
 However with an ESOP what I will say compared to a strategic sale I'm always going to kind of come back to that tune apples and orange, oranges issue because with an ESOP there's nothing you know there's no way, number one we're going to have the benefits of things that we're just never going to have other strategic strategic sale. 
 And I think the light light the same thing exists on the Strategic sale side you're never going to have some of the benefits I wasn't an ESOP that you're going to have with the Strategic sale I mean for the most part, and so we could go into those specific benefits in the feasibility, but what we want to do is lay out all the goals and objectives in the concerns for each shareholder. 
 
 [14:04] My goal in this process is to really try to build a unanimous consensus among the shareholders because I think that you're as an advisor you're really there to help, the company the shareholders in the whole process to make sure it it really is built the decision-making going forward is built on very solid. 
 Foundation of good strong consensus, in and I would say that when I say unanimous I don't maybe mean exactly like there might be some some things that we look at a little bit different here and there but in general that we are going towards an ESOP, so that's the first part like when we think about the different shareholders and in the timing of the deal I think consensus is going to be important to try to get everybody on the same page and then I would just say kind of in that, in this area the one thing I feel like works the best is if your advisor walks through, not only the vet the content of the valuation modelling but also the specific content when it comes to the quantifiable data for the, feasibility model which should include an integrated cash flow projection. 
 With the potential tax benefits of the type of ESOP that you've chosen whether it be an S corp or C Corp. 
 
 [15:27] The so the company's cash flow how that's going to work to help them better understand now their structure of getting paid so that's going to come in this modeling as well because, you're going to you're going to help them understand the debt the company is going to take on which includes the senior debt and the seller notes, and then integrate that into their inflows and then on the shareholder side their inflows are going to be hopefully you know your advisor is going to go through the tax effect of those inflows if it's not using a 1042, you're still going to pick up interest income tax or if you are using a 10:42 you're still going to pick up the interest income tax. 
 
 [16:06] In or just basically what are you going to get out of this from a shareholder standpoint net cash as well, as other things that you know the timing of your payments in so that the shareholders quantifiable can look at there, their next step and say alright this is this is feasible for you as well as a shareholder and then then what comes later would be things that would be, the warrant opportunities those kind of things that we can that will be discussed later. 
 So that's all part of like what I would say is building consensus and that will help us to set that I guess the timing of the transaction. 
 Rabbit foots in Paris you want to know we're in Paris and let her go because you will not a five, you killed her you do this you get natural lip playing me. 
 The only way that you listening to me just lighted okay so I don't think the rabbit foot is in Paris. 
 
 [17:06] As we go through steps you know he was in five and six on this timing. 
 
 [17:11] I want to shift over to another issue that I think it's important and I think it's the pace the pace of your deal. 
 Now when you think about getting through feasibility at some point you're going to want to talk you're gonna want to talk about. 
 When you know if you started off with what I called I just it's just beginning with the end in mind comes from Covey I didn't invent that. 
 If I go with the beginning if I go with hey when do we want to close this transaction to to initiate the conversation about. 
 The timing of the deal and so that's going to set in everybody's. 
 
 [17:54] Mine's in and it kind of establishes the conversation around what pace are we setting for your transaction. 
 Now one of the things I really do one kind of stress is that. 
 If your advisor is pushing you too fast and you feel uncomfortable. 
 Then I think you absolutely need to pump the brakes soon as you feel uncomfortable pump the brakes right I don't care what stage of the transaction of the process you're in. 
 
 [18:24] Pump the brakes asked the question because you know this is like first off if we back up a second look at this like how many times are you going to sell your company. 
 
 [18:34] Once right I mean really what if you have multiple transactions of course it could be multiple times but in general you're going to be doing this one one time so. 
 Secondly this is like the most critical one of the most critical business decisions you will make in your lifetime. 
 If you're not comfortable and you're being pushed just pump the brakes right. 
 
 [18:56] Now for some as we come back to the shareholders for some people that might be slower than they want. 
 You need to ask the question like how long is if you start with your advisor like how long is this going to take, and one of the things I like to try to do with my clients is put to put together once we get through feasibility is put together kind of this this beginning with the end in mind kind of closing. 
 Timeline that just says hey these are the steps we're going to have to take through beginning to end we will usually start off with a very good overview a 10-step process but then we'll go into this timeline, so some of the things that might come out of that though our it. 
 As you start thinking about the possibility of pausing you might start to feel some pressure when it says hey we, I need to get this done by a certain date when you are like you have to isolate that and ask the question like what is driving the closing date what is what is behind the closing date. 
 For your ESOP and make sure that that you are solid on that and so if you are going. 
 Slower than you thought then I think you need to kind of go back to the advisor and say all right well this is what we really need to get done and map out you know I would just be asking for a timeline to be honest with you map out the timeline to the transaction. 
 
 [20:20] One of the things that can come up with feasibility is Anaconda conversation is is like what what sort of things in the ESOP process, the longest when you're thinking about this and so so we're going to flip over the other side and say we want to speed up the transaction or we want to look at possibilities of where this is going to become much more elongated in a couple things I want to kind of talk about with that is that. 
 The really to meet two main things right the main thing that we have is we're going to have to establish the deal team, we have to we have to establish the presentation the site visit the due diligence to lead up to negotiations so so there needs to be a very specific, timeline related to those aspects because. 
 If that gets delayed we need to understand in the conversations with the trustee the valuation firm hey how many deals are you guys working on so that we don't get caught with hey we can't get on your calendar because you got too many things going on. 
 
 [21:18] The other bit they're the big one is is the. 
 
 [21:22] The banking side so if you're going to finance the deal if you're going to have a what if the bank come in and finance it number one is it going to be are you going to go through a very established RFP process with multiple Banks looking at the transaction. 
 
 [21:38] In that case great but get those get all the bank's what they need as soon as possible typically everybody likes to blame the bank because, we all say banks are you know taking forever to get everything done they have different processes they have to go through so getting that started earlier I like to start that in the feasibility I like to get that really ramped up as soon as feasibility is approved and we're moving, in The Next Step so so the so the idea of thinking about the timing of this is going to be helpful, for you to get the bank's moving as soon as possible and really understand the negotiation process and go backwards on that to determine what needs to happen there. 
 
 [22:19] Now one of the other pressures that we start to see when we're thinking about the timing, of an ESOP transaction and again one thing that happens to is if you get into a position which we'll talk about in a second, that you're like we maybe maybe we need to pause what we're doing and where we're going to get into that in a minute but is the idea of who in your company knows that you're going, till pursue this opportunity and I've done some episodes about this anyway specifically about how do you when do you tell people about the the ESOP coming right so that's that's kind of like. 
 Major episode Anyway by itself but what I'm trying to get to is that there's once people do know that you're pursuing it maybe it's your key leadership team. 
 There's going to be some kind of pressure on you to move this transaction along. 
 
 [23:15] So so for as far as timing goes we we got to be careful. 
 My backup for second we got to be careful when we do communicate this to our team members because there is a direct. 
 There is a direct benefit to your employees when we're thinking about the ESOP right. 
 So so what happens is is you start if somebody comes if some somebody starts talking about this and say hey we're going towards the ESOP as a potential, and they don't say things like hey we don't know if this is the right Avenue for us but we're looking into this as a potential option. 
 
 [23:56] Obviously what I just said I would advise you to say that gives you plenty of room to say yeah it's not going to work this year so we're going to look at that maybe next year, as opposed to feeling the pressure like hey we already talked about it people are expecting this we don't want to do. 
 The opposite of what we're trying to accomplish so one of the if I go back to the goals and objectives of even doing a feasibility for ESOP for, the shareholders and thinking about that as a good option. 
 
 [24:28] One of the one of the main things reasons why they're going to do it as a benefit is I want my employees to. 
 Because there's going to be a Connecting Point between the ownership of the company and their future. 
 
 [24:43] So we so that benefit is something that could be, very meaningful them so if we if we throw it out there at some level and not caveat that with a man you know this may or may not work we're not even sure you know we got to explore a ton of different options before this becomes, certain so, but you could be in a situation where your team does you know know and you've been very proactive about and I'm very optimistic about. 
 Then in that case you got to think about the timing and the pace of your transaction as it relates to what their expectations are. 
 
 [25:22] Where you're gonna get what you want if you do you don't think I'll do it where is it. 
 Stay With Me. 
 You are you had a god up and kill you all right that's he's on seven I'm sorry I probably just woke you up so he shoots the, person in like to show how serious he is right so this is getting a little more serious. 
 We are on the other side of things not very serious but we are wanting to make sure that we stay, in tune with the time with this idea with the theme of the timing of the transaction so again I apologize if that just scared you, did it really kind of roughly so thinking about the team one of the things I wanted to jump over to is if you felt pressure. 
 Like we just kind of experience the pressure side if you felt pressure to do something. 
 There are some possibilities in some options that I wanted to jump into real quick and say you may not want as you go through the feasibility you may decide hey I just don't think a hundred percent. 
 Aesop's right for us right now for a lot of different reasons and again these are good conversations and hopefully that's what you're having with your advisor. 
 
 [26:45] You know it's not really the best thing for us, right now so we want to do now let me say let me just digress just a second like there might be a good reason behind that so so one of the things about doing he's out playing that is. 
 Is interesting. 
 And sometimes difficult in sometimes frustrating is that when you start off the beginning of the whole process. 
 You should be doing and providing a forecast and. 
 I'm going to digress just for a second this forecast really is critical to the whole process because it's going to it's going to Define for the company's the future cash flow so that the valuation, and the the cash flow, structure for payments in the future all of those fit together like a lynchpin so that's why I forecasting is so important that forecast really does need to be really, from an MBA standpoint connected back to the business plan so that there's just a healthy, Connecting Point that builds a holistic puzzle piece to the whole ESOP so I've said that before in different ways but forecasting is so so important now. 
 
 [28:01] What happens in the middle of you get through your build your model you're moving down and you realize hey my interim financial data is just not where I thought it would be. 
 Um so my monthly financials my PLS are showing we're from an annualized and point we're just not on track for hitting those forecasts or we know we don't even need to look at the financials we're sitting there running the company, and we know there's some things that are just from a timing standpoint not working out for this year where we thought they were. 
 
 [28:32] All right so but the same time I've talked about this ESOP and I feel pressure I got to do something so here's some possibilities when it comes to that like that that would be one real reason why you might want to. 
 Pause think about the the different options you have which I'm going to say absolutely very healthy very good. 
 And those possibilities are things like doing so so instead of 100% doing a partial sale. 
 
 [28:56] That could be fully leveraged partial sale could be. 
 30% could be 50 percent could be 60 percent whatever whatever the number is but you come back you redo your numbers you hold onto a little more ownership, that might be a good way to go secondly you could do instead of that and you're really having a much worse year you could just do a non Leverage. 
 
 [29:21] ESOP with either a redemption or without Redemption without Redemption just means you're going to contribute the stock, to the ESOP plan so you're going to form the plan that year you're going to announce the plan that you're very straightforward and it gives you an option to wait maybe for a year to get things moving in the right direction, there's some tax benefits to that that'll be helpful to think about. 
 
 [29:47] Or just say you know what instead of 20:23 or whatever you return do we're going to do it in 2024 and then recalibrate all your forecast around the future potential date, now if you're modeling for your visor this is one of the things I wanted to make sure that as you review advisors and ask them questions. 
 Um one of the things that we try to do in build into the modeling that we do is to give it a shelf life right so if we were in the middle of that right now, and we're like you know we've done some work we've determined it's really not a good good time for us to do it we're going to push the whole thing the whole project into 2024. 
 Their modeling should be easily to update right so we shouldn't have to go back and pay all that extra money to do that should be just a, normal thing so so have some shelf shelf life to the modeling and know that that's that's how great option if you're wanting to to move through and push it out. 
 
 [30:46] Some of the things that I look at from a timing perspective, is let's just say that the company is on track to have a very kind of pushing up the company to another level. 
 
 [30:59] And they're on track to do that but we really need because we're going to do some Bank findings we really need a very strong report for the fiscal year-end so maybe we are. 
 Going to recommend that we actually hold the deal anyways from a timing perspective in order for us to push into the 23-year say for instance. 
 Get a good quality audit financial statement or reviewed financial statement or good numbers internally and we can pick it back up in the beginning of next year, so that we you know we've really proved out the potential future forecast to be where we really believe it should be, so that's that's a strategy of timing and it really does. 
 Incorporate you know the adviser thinking about like what can be done, from multiple levels so we want to prove that out to the bank we want to prove that out to the trustees the valuation firms so so all of that might help us to kind of think about the a different kind of pace and that's really important because we, you know and again you can always pause the deal in the middle of the deal with trustees and all that but my goal is to you would not have to spend, any extra money or get anybody involved at this point until you're really ready to to go so you might want to stop and think you know once you finish feasibility for us, we usually tell the client stop and think about it. 
 
 [32:22] Digest that make sure you have to go back to consensus make sure we have all that kind of in place and then and then come back and then we get rolling. 
 Some of the other issues that I see on the timing side as we go into the next thing I want to jump into like thumb some things that people start thinking about but before we do that hold on. 
 Hey. 
 For ago I promise you I can figure out how to get whatever nine okay we're on nine. 
 So we're wrapping up where we're going and we'll see what happens in a second so he's. 
 
 [33:12] As they go through the timing there and we jump over here one one thing I wanted to point out for the timing is the word taxes Okay so. 
 I've had people ask me questions about. 
 Specifically when would be the best closing when it when it comes down to taxes now. 
 Let me say a couple things about taxes so when you are planning the closing date. 
 
 [33:41] I would say in general there's not any major advantage to closing the year related. 
 When you close so if I close by the end of the year do I get any tax advantage no not really because it's all going to be mapped out or are short up on your accounting for whenever the close the tax closing dates going to be. 
 Now there is an advantage in some cases to accrue a distribution. 
 For our I'm going to crew a contribution I'm sorry for the future ESOP so if we're getting close to the end of the year one of the things I might recommend is that we, accrue a contribution so that as we get to the next year we do the we do the ESOP deal we can set up a plan year to be effective the prior year so we can actually take the contribution, the taxes closed in that closing year before we actually do the transaction what does that do it there is an advantage there because we can actually take that contribution. 
 And deduct your deduct that directly from the, income taxes that are going to be owed in that year prior to the transaction so that's that's going to be a favorable planning from a timing standpoint and the other thing I think that does. 
 
 [34:56] That's not as much financially driven is it helps to provide a little bit of a initial contribution so that when the ESOP is closed. 
 Then we as we go through the rollout process and talk about to the employees what this looks like there's going to be something in their accounts going forward that will be helpful for them to actually see, otherwise we're going to wait for the first Year's allocation and then it'll be the next year that they would have anything in their participant statement so I think that's that's kind of an important, element now one of the things to on taxes that people ask me that. 
 
 [35:33] I'm not I'm not going to be able to predict what the future capital gains rate is going to be in nobody probably should try to do that, who knows what's going to happen so certainly though if the capital gains rate in the future and you're doing like an s-corporation, ESOP you're not doing a 10:42 if the capital gains rate goes into up in the future and you are taking in the inflows of your deal over an installment sale method then you are subject to the risk of capital gains going up in the future, now there's an option there you could always pay those upfront but, that's not really super smart if the cash flow is not there so you're waiting for your payment and so so really that I think that I would just help people in general don't worry about you can't time anything and the world right can't take you can't time the stock market you can't time the capital gains rate so. 
 All we can do is model out what is known and knowable in them in the deal and so I would just tell people. 
 
 [36:38] You know so you may feel pressure I had this I think we had this several years ago when when the new when the presidential election was happening and people were like I want to close my deal before. 
 You know the new Administration gets in and raises all the taxes so so I just want to say that that is not something I think you could consider that but I don't think, you know at least worked well how we've done it I don't think we can really time it perfectly so we just kind of know that's it in as an aspect so if you're driven by that then that may push you to close, earlier now one of the things I would say in timing is one of the things I try to certainly avoid is, there might be reasons for people to do this that I'm going to say purely there good business reasons but I try to avoid a final end of your closing. 
 Because what happens with a lot of, trustees and valuation firms is they do get super busy towards the end of the year so your cost of doing the deals going to go up the, complexity not the complexity but the difficulty related to schedules and everything else are going to be you know difficult more difficult so so just keep that in mind from a from a timing standpoint. 
 
 [37:52] The start and stop idea is your ESOP feasibility is a matter of really making sure you've done a good job of asking the right questions when you finish, the feasibility models you should have a very good sense before you leave that this is the kind of the shape and the structure whether it be some percentage of your Esau, whether it be the timing or how you're breaking up the debt structures all of those things should be really nailed down. 
 
 [38:21] In addition to other things that we'll talk about later but but for the most part we've kind of really wanted to address, the timing so let's hold on let's see what happens here, listen to me I want to help you I want to help you get whatever you want but you got to do what's right. 
 
 [38:43] You know it's right. 
 
 [38:46] No no. 
 
 [38:58] Unbelievable guys sorry to leave you with that but that's. 
 Part of the drama of this podcast so you know hopefully that was helpful to you today to discuss the ESOP feasibility timing like I said. 
 
 [39:14] Contact us on journey to an ESOP calm like And subscribe to the podcast if it's helpful please rate and review the podcast give us five stars on the rating platform, with that have a wonderful day and enjoy your next step on this journey to an ESOP.