Founder-Led M&A & Private Equity: Structuring Life-Changing Deals

People want to hate on us just because we're so damn successful. And we're successful not because we're smarter. We're successful because we have common sense.

John Wilding is a corporate and securities attorney with more than two decades of experience advising boards, investors, and entrepreneurs across the country. A U.S. Army veteran turned dealmaker, he has led mergers, recapitalizations, and private equity transactions that shaped the modern business landscape of Texas. And beyond. From oil and gas to digital assets, John represents the entrepreneurs and investors who power America's growth, bringing discipline, trust, and clarity to every deal. I receive newsletters from all the various folks that look at the M&A world and describe what's going on and where you see the greatest challenges.

The things that are really impacting M&A right now is obviously interest rates, burdensome regulation, and tax policy. So we have a new president now. We know the direction that's going to go in. I think over the next 24 months is going to hit numbers that we haven't seen since 2020.

John, it's great to, great to see you again. As I said previously, when I arrived here in 2019 and knew 2 or 3 people in Dallas, you were one of the first people I met and you gave me a warm Texas welcome and introduced me around to people in the community. I'm very appreciative of that. You're known as being one of the top M&A deal lawyers in town, and I run an M&A shop, so we intersect in that area. Tell me what you see. Well, I'll preface it by saying that.

I.

Receive newsletters from all the various folks that look at the M&A world and describe what's going on. And the one I received last week that deal volume this year is down about 50% in the middle market. And I'm reminded of Will Rogers, who said, there are lies, damn lies, and statistics.

And.

That seems rather severe relative to my experience, but my experience is a very small data set of the larger data set.

What are you seeing? Yeah, so it's great to be with you guys, and I see you again. So much has changed since 2019, right?

Yeah, it has.

I think those numbers are way off. You know, there's PwC does a mid-year study. They would tell you that that deal volume is flat, deal values are up. Okay. Right. You know, the things that are really impacting M&A right now is obviously interest rates, burdensome regulation and tax policy. So we have a new president now. We know the direction that's going to go in. Rates are going to go down. I think they're going to go significantly down. That is the most important driver of all of this. But there's a lot of deals that are happening. You know, I'm a conservative, and so my client base has quadrupled over the last 6 months. So I'm not the greatest data point, but M&A, I think over the next 24 months, is going to hit numbers that we haven't seen since 2002. 2020.

Yeah.

Yeah.

And is that in the middle market? Where is your practice focused, or are you size specific?

So let, let me tell you guys a little bit about what I do. So I represent entrepreneurs. I've been representing entrepreneurs as their corporate counsel for 25 years. Entrepreneur does not mean startup, but it can mean that. It can also mean oil and gas. It can also mean real estate. It can also mean crypto and media and all these kind of things. So I have a panoply of clients, some of which are living on borrowed money and many of which have accumulated tremendous wealth. My historical practice has been in the middle market. And so private business owners that are going through recapitalization with a private equity fund, the typical structure being to take about 70% liquidity. They have their entire net worth tied up in the business. They're able to unlock about 70% of that, roll equity into the go-forward business, and get the proverbial second bite at the apple. And the goal with private equity is always to take a certain band of EBITDA, grow it, and grow it into a higher multiple. And so the pitch to the entrepreneur, if you're the private equity, is that our goal is to make your 30% worth more than the 70% liquidity. When it works, it works great. I started my practice here in Dallas 25 years ago, there were about 5 private equity funds here, and they were all doing large LBO transactions, and that was it. The lawyers that were worth their salt were in New York or San Francisco. I worked at Haines Boone for a decade and we did the portfolio work. 25 years later, I form all those funds. I also do the regulatory compliance for the funds. So I also have an advantage there that's a little different than the entrepreneur, although the fund managers and the sponsors are quite entrepreneurial as well. But my skill set as a tax lawyer, as a 1940s regulatory lawyer and an M&A lawyer that works with family offices allows me to do a lot. A lot that, you know, my client base tends to be the principals. You know, the big law firms, and I'm in a big law firm, but their goal typically is to work with the large companies getting on the approved counsel list, and their client base is in-house counsel. My client base is the principal 99% of the time. And so, you know, these are people that sign personal guarantees, people that, you know, get a second mortgage on their house. Those are the people that I like.

I like how you said that entrepreneurs are not necessarily startups, because I think at least in my— and I know it's just my bias because I go to a lot of startup events, I go to a lot of entrepreneurship club type stuff, and it's always people in the hustle and the grind. But it's a good reminder that entrepreneurship also encapsulates the successful guys that have already made it and have already done the thing. So I think at least for me personally, I really appreciate that. Like, hey, just because you're an entrepreneur, that doesn't mean you're, you know, living in the garage as a startup.

So yeah, and that's sort of a modern feature, right? You know, the real entrepreneurs are the oil and gas guys and the real estate developers that are, you know, trying to do their next deal and trying to figure out a way to pay off their last deal and They're cultivating the investor relationships. So I do think that gets conflated a lot. When I started my career, for the first decade I worked in venture capital. So that was my universe. And that's how I got working with entrepreneurs because we chased venture-backed companies. And so we represented the entrepreneur and we were outside counsel of the company. And yes, we would do their preferred stock financings and all of this and that, but we also did their IP, their labor and employment, their M&A, the credit facilities, all those kind of things. When you add up, even with relatively small companies, you know, becomes a good client. And then I took that into the lower middle market, boring profitable businesses in the suburbs, you know, where all your net worth's tied into the business. And you've got a 5— I played in the $5 to $20 million EBITDA space for 15 years. And it's the best. And if you get a period of high multiples, you're looking at 8 to 14 times with very concentrated ownership. Usually no more than 5 people own the company, often 1 or 2. And so where I started on the venture capital portfolio side and some of my partners that represented Dell Computer and General Motors and all these kind of things, they sort of— I was in the Richardson office, which would be the equivalent of Frisco now. They thought we were the island of misfit toys because we worked with all of these intellectual property companies that had no revenue and whatnot. And they always viewed that improperly as a one-shot deal, a one-trick pony. They get their venture money, they might have a sale. But in the boring profitable company space, the $5 to $20 million EBITDA space, those businesses are recapitalized. Those businesses are— they're investing in the horse and they're investing in the EBITDA. And so you take a $20 million EBITDA business and fire the CEO and run it to zero, let me tell you, that's not repeatable. Successfully. So versus a venture capital is invested as a portfolio, and you're going to have studs and you're going to have duds. But when you're investing 10x on $20 million, you need that to be a successful venture. And so obviously, the proliferation of private equity in the last, let's just say, 20 years is exponential. That's why you see every law firm in America is either here now, or wants to be here. When I started, there were 6 firms in Dallas that did sophisticated corporate work. I was at one of them. I was at the more entrepreneurial of them. And now you have at least 100 major national or international law firms chasing the talent that was created by those 6 firms, you know, because they're wanting people that are sort of my age and that have, you know, a decade or more of experience. And it's tricky. But it is quite a— but what I was going to say is it's not a one-trick pony. Because while I started on the sell side of a lot of these transactions, I have at least a dozen family offices that I represent in Dallas that I was part of their original liquidity. This was new money. These were people that all of a sudden had $100, $200 million, and you get real popular when you get that kind of money. You get shown a lot of deals, you get shown a lot of bad deals, you get shown some good deals. But when you go through a transaction lane like you would understand, you know, you're talking about 6 months or more of someone's life. I think I saw where you said your clients, you know, it's a 15-month cycle, right? And so, you know, when you go through that successfully, you become part of one of the most significant things in a business person's life, right? And so, and people get the deal bug. They do one well and they want to do more. And so, you know, I keep them as best I can from doing irrational things. And, you know, it creates an ecosystem where I can connect entrepreneurs with the capital and skilled accountants and stuff with opportunities. So That's a big part of what I do.

So you spoke about like the what not to do in a recapitalization, like, you know, the CEO runs off with the money, whatever. What do you see successful companies do when they, when they have a recapitalization event?

Well, I think that private equity, particularly now, they're doing much more due diligence. They're underwriting deals much tougher than they have in the past. I think in large part because they're so levered and the interest rates have really made it difficult. To execute on their, not only their roll-up strategy, but the integration of those companies is a tremendous amount of work that most of the lawyers never see. My wife is in private equity and she runs strategy for private equity and she's involved with integrating all the different portfolio companies into the platform. So, you know, what do they do well? What do they not do well? I think private equity is probably being a little too conservative on their underwriting. I think when you see a great deal, you ought to know it within a reasonable amount of time. And, you know, if you're worth your chops, I think you need to close that deal. You know, if all of the cultural things are right, the trajectory is right, the team is right. With private equity, the team matters more. Than it does necessarily in venture capital. It's easy to swap out a CEO in a venture capital firm and make the, the technician, you know, the chief technology officer. You bring in, you know, sort of a business experienced person. In private equity, they're usually wanting the founder to stay on a couple or more years. You know, they have that cash flow and growth, and they're normally trying to bring in skill sets that complement that business owner. You know, they're bringing smart money, they're bringing resources, they're bringing market expertise. They typically know other entrepreneurs. A good, you know, a great example is when you're doing a roll-up and the platform business entrepreneur has a network of people in the space, you know, and if they're happy and communicate that to other potential M&A targets, That's a tremendous value. As I alluded to, deals are getting done. Actually, a lot of deals are getting done, but there's a lot of transformation. It'd just be malpractice not to mention President Trump and his policies in the sense that we put in a new Fed banker last night, midnight, right? Kevin Hassett's most likely our new Fed chair. I work with the National Economic Council. Weekly. So I'm more in DC than I'm in Dallas. But when you look at regulations that are onerous, when you look at interest rates that are out of control— and I'm not just talking for your home mortgage, that's out of control too— but to reach the same IRR with a 7% interest rate compared to a 3% interest rate, your business has to be twice as profitable just to get the same return. And that's all whipsawed within a 3 or 4 month period. Also, you've got breakthrough industries like artificial intelligence. You've got an absolute desire by President Trump to have energy dominance in the world again. We had this 5 years ago, and somehow or another, we lost it. And believe me, we're getting it back. The trade deals, the tariffs and trade deals are absolutely rocket fuel for some of the M&A efforts. Some things I'm involved with in the oil space, these deals are literally being written into the trade agreements. So you have, you know, a country that's made a pledge of hundreds of millions of dollars to the United States. NEC and others are really trying to take those pledges I call them non-binding term sheets and turn them into fundings and closings. Part of that is you've got to bring deals. I'm involved with a deal that I can't talk about much, but there's an oil-starved nation that's made such a pledge. There's a company that I'm involved with that's in the oil refining space, the first new oil refinery in 62 years in the United States. You take that combination of debt capital to fund the project guaranteed by the Department of Energy, but no US dollars. That gets your project developed and then they want to buy the product. They want an off-take agreement for 10 years. You've already got your product pre-sold, they're financing your development, and the government's doing what it should do, which is ease regulation, support the credit facility, And you, you love that as an entrepreneur because when you bring in $700 million of debt capital, you have no dilution, right? And so your entrepreneurs preserve their equity and it's rocket fuel to the economy. Everybody wants immediate gratification. But let me tell you what, tens of thousands of people have been fired in the government, 6,000 or 7,000 have been hired. This is all in the last few months, right? You're going to see very aggressive moves on the Federal Reserve that pumps down. You're going to see efforts to deal with the cost of a home. You're going to see efforts to deal with homeowners insurance. I could tell you that my homeowners insurance has gone up about 70% in the last 3 years. It's not sustainable, right? So there's, there's things that the federal government can do to encourage or discourage conduct. And I think that's, you know, we're half the year in, but boy, it's a really different outlook than it was a year ago. And so globally, the opportunities— where do I go from here just in the next month? I go to Toronto, I go to Riyadh, I go to Dubai, I go to El Salvador, all on deals. None of that would have happened. And so, and I've already this year been to Buenos Aires and Montreal. On deals. And so, you know, that's, you know, the excitement there is we're so insulated and so blessed in Texas, right? It's just undeniable. And people want to hate on us just because we're so damn successful. And we're successful not because we're smarter, we're successful because we have common sense. And we've got good governance. We've got a pro-growth and pro-business state. You might have heard of the Texas Stock Exchange, right? I've been very involved with that. My best friend, Senator Tam Parker, has been super involved with that. Well, so nobody thought that that could ever happen. For 20 years, we've been dreaming about something like that happen, knowing that it was nothing more than a dream. And our goal was really to get a commodities exchange. We never dreamt that we could get a listing and trading exchange for securities in Texas. Well, why? Did we do something that was so spectacular? Did we send somebody to the moon? No. New York imploded with absolutely horrible policies. And then COVID hit. And then where did they all go? They all went to Florida and never went back. Look at Citadel. Look at the people that are the underwriters of the Texas Stock Exchange. Look at the NYSE and look at NASDAQ. Dallas has been a pretty big, successful city a long time. You think it's just a coincidence that they're now here? Right. And so we're going to be doing IPOs out of Dallas by the second quarter of next year. First ever on the exchange, on the Texas Stock Exchange. And so these things are just so unbelievable, so powerful. You know, our elected officials really make a difference and they signal things. I'm doing a lot internationally right now. And one of the things that I'm involved with is an outside counsel. So I've been working with the Trump family myself personally for 9 years. I never wanted to go in. I'm involved in numerous deals with them now and have been for a long time. But what I wanted to do was have some touchpoints with the White House. I'm in the Georgetown Tax LLM program right now, and I have a place in DC. So I'm back and forth a lot. But now I'm outside counsel to the National Economic Council, which is headed by Kevin Hassett. So they crunch all the numbers. They look at the economic data. Some of the things that we're trying to do with the scoreboard that President Trump created with tariffs, no one had ever done anything like this before. You do a big trade deal, bilateral, trilateral, takes forever and you get 1 or 2 done. President Trump put 240 nations on the scoreboard and let everybody see who was going to win and who was going to lose. You see, my great friends at Canada have really struggled with this. You see other countries that have, you know, been quite successful. Everyone had a chance, right? Even countries like Venezuela were given a chance. Western Africa is being given a chance right now. And so all of these kind of things from industry, from private equity, finance, and industry, you know, the administration can signal You know, these are countries that you want to do business with. These are countries that haven't gotten their act figured out. You know, these are industries that we will believe in. You know, to me, the most revolutionary thing that's about to happen, uh, is the Clarity Act. You may know a lot about that. You may have never heard of the Clarity Act, but so the, the Clarity Act is the pipes and the rules and the regulations for digital currency. And so the Genius Act codified stablecoin with the 1-to-1 dollar or dollar equivalent to digital assets. And that's significant from a stability and just, quite frankly, an understanding of what is the underlying asset. I would always ask my Harvard MBA wife, What is the underlying assets of these cryptocurrencies? And by the way, are they currencies? Because there's a whole set of laws that regulates currency that does not regulate cryptocurrency. And so I look at it as a corporate lawyer. Well, what are the hard assets? If it were liquidated, what would you sell? I found very few people that can answer that question. And so that was one of the real drivers of the Genius Act. Was that you could have a value, but the real secret sauce with stablecoin is— with stablecoins, multiple, becoming the gold standard, if you will, of digital currency globally, and everyone wanting to move out of their currency and into stablecoin, which associates one for one with the US dollar or Treasury, that creates an unbelievable and exponential demand for our Treasuries. And so Janet Yellen moved a lot of our debt from long-term to short-term debt with the variable interest rates. And so as the, the demand curve for our Treasuries goes up, the corresponding interest rate goes down. And so that's really the play that's happening. We have, you know, we had a $37 trillion deficit when President Trump took office January 20th. That's down to about $35.5 trillion right now, but they want to bring that down massively. No one has had anything other than spending euphoria on both sides. We've had— the members of Congress have not even taken it seriously that we would ever bring our debt down. That's how out of control it is.

So to jump in, in circling back to the deal, because like Lane, you brought up in your opinion you've heard deals down 50%, and you had mentioned that it was flatlined, and then you said with the interest rates as it goes down, deals will pick up. But then it, it sounded like you're doing a ton of deals right now. Now, is that you specifically, or is that a specific industry, or are things.

Upticking with with the trajectory? Honestly, a lot of it is me. I'm a unique bird, as they say.

And so— Yeah, I was just making sure. Because I was hearing conflicting things where it's like, hey, we're flatlined. And it's like, hey, we're doing a lot. So I'm like, is it the industry.

Or is it— Oh, we're definitely not flatlined. Private equity is— they're having to be thoughtful in how they deal with this. So most of them— raise their money in a vintage fund where their investment period is running out or they're running towards the end of the term of their fund with a private fund. And so many of them are opting to have continuation funds. They don't feel like the— they're either taking less of a return on certain assets to reallocate or they're moving into continuation funds where they want to give some people the opportunity to have liquidity, But the other people want to hold those assets till they feel like they can get higher value. And so in my case, it's an avalanche of opportunity for me. Because I'm the MAGA deal lawyer. You can love Trump, hate Trump, whatever. I've been through it 9 years. Believe me, I've seen it all. In fact, I met Charlie Kirk in this building. 9 years ago about to this day, you know. And so Harlan was nice to, uh, to host him. Nobody knew who he was. A couple of my friends from Dallas said, you know, brought Charlie to a deal. And, and that night he flew off to meet Don, my client Don Jr. And so, you know, the, uh, there's, there's a lot of things happening that are in my specific world, big regulated industries. People are trying to figure out you know, how to tell their story. I call it dealing in problems and opportunities in the federal government. We do a lot of that, and a lot of it's just having confidence and respect on the other side, you know, whether it's someone in an agency or department. They trust you that you're going to bring rationality to the, to the.

Situation.

Um, you know, the stats are out there. I think deals are flat. I'm talking 12-month year-over-year. Values are up primarily because of some really large transactions and because of some hypergrowth in AI. And so, you know, it really depends on the industry. If you look at the energy space, deals are down, but it's because it's a complete and utter reallocation. If you're in the green tech, that's tougher. If you're building an oil and gas refinery, could have never gotten that done. LNG, there is so much demand for LNG globally that you couldn't You know, if you're positioned to produce and sell LNG, there's no horizon. I mean, it's just as much deals as you can.

I used to live in Qatar and back 15 years ago.

Yeah.

And they have a giant LNG processing plant there. And it was just because I was there doing outside sales for a construction materials company and I had never been to a construction site that developed because it was— it wasn't just a site. It was like miles upon miles upon miles. And we had a port. It had— I mean, it was just— I mean, I can't imagine what it is now 15 years later.

It's unimaginable. The technology is so significant. I haven't even mentioned data centers. Right. But that's another thing that, you know, there's a real effort, like I said, to, you know, there's a lot of bilaterals, there's a lot of promises, there's a lot of numbers thrown around. You know, how do we get those dollars funded into good US projects? That's a personal interest of mine. And when you can bring the project to the money or the money to the project, let me tell you what, you get a lot of phone calls.

So as the— you know, I actually wrote this down because I've never heard— it was just fascinating— the MAGA deal lawyer. Yeah, because it sounds like— because I would assume that most like M&A guys or lawyers or whoever, whatever business it is, they would be industry-focused. It sounds like— and please correct me if I'm wrong— you're more of a not necessarily industry-focused because it sounds like you play in a lot of sandboxes, but you're more of a people-focused or a culture-focused. Is that somewhat accurate?

Well, a couple of things about me that probably help describe my profile as a person. 8 days after high school, I went into the Army. I did 4 years active duty and then another 8 in the reserves. So that was, you know, what made me a man. That was in 1990 with the Gulf War. And then I came back and went to SMU at night school. Um, last 2 years I did part of my school in the Army, graduated, got a scholarship to Rutgers Law School, went there. And then in the middle of that, I thought, well, I'm going to be a trial lawyer. I ended up doing 2 federal judicial clerkships after that. But I said, I'm going to get a degree in the liberal arts or something while I'm up in the East Coast. I'm never going to be able to come back. I'm not going to have any culture. I'm just going to be punching people in the nose as a trial lawyer every day. And so I took a couple of classes at the University of Pennsylvania. School of Government. And then I ended up transferring to Harvard and got a master's in public policy, never thinking that I would ever— I've never wanted to be a political candidate. I never wanted to be a politico or anything like that ever. But I got this degree and I developed some skills with that, and I thought, you know, I'm just going to have the benefit of the incredible Harvard alumni network, which it is and which I've had, and Actually, there's a large amount of conservatives, believe it or not, in that community and a lot going on with Harvard right now. But what really got me involved in this sort of political movement was not politics itself, because I'm a moderate. In today's world, I'm a conservative. But I'm a constitutional conservative. And a fiscal conservative. I'm not a social conservative. I don't care who you sleep with. I don't care what you do as long as it's consenting adults. That's my, you know, bright line test. Sounds libertarian. No, I'm definitely not libertarian. I definitely believe that the federal government, in the form of a republic, has a vital role that goes beyond the highways and the military. I believe that, um, our government's too big. I don't believe I don't believe the government is a solution, but I do believe sound policy can, you know, you can have policy that influences behavior. You know, if your policy is that anyone can come into a convenience store and steal anything they want as long, every day they want, as long as it's under $900, to me that is influencing behavior, no question about it. If you take different policies and you don't have cashless bail and all of this societal and the caring about people and knowing history and wanting equality, those are not lacking at all with this gentleman. But I want to have good policies where people can have access and where they can climb the social ladder. This country is the only one in the world, tell me if you know another, where over 90% of our wealth has been created in the last two generations. I'm not aware of a single country in the whole world that can say that. Name me the richest people in the world, they all made their money, almost all of them, on their own, right? And so this is not the era of the Rockefellers and the Carnegies and this and that. This is an entirely different entrepreneurial system. I'm a capitalist. When Harvard Business School doesn't promote capitalism or shies away from courses in capitalism or teaches a capitalism course that favors socialism, that's a problem to me. That's a major problem. When 98% of the faculty that's tenured in the so-called elite universities is very far left-leaning, that's a problem to me. That's not me. I mean, I voted for Barack Obama the first time and Bill Clinton twice. And so this is about society and these really negative influences, right? And, you know, I did meet Charlie Kirk in this building 9 years ago, and I spent quite a lot of time with him. And virtually all my close friends are great friends with Charlie, great friends, you know. And I see that, and it's just so tragic, you know. I think of all of the young people Beyond what I could have ever even contemplated, that he inspired globally. It's just unbelievable how one person could do that, you know. And so why did we have a Turning Point USA? Was it to, you know, Charlie needed a job? No. Was it to feed his ego? No. It's because the schools are so biased. SMU is an exception to that. It's a true exception to that. Um, but you know, I also went to Harvard. I'm going to Georgetown now. I went to Rutgers. I mean, I've had some experiences, right?

You say you're going Georgetown now?

Yeah, I'm in their tax law program. Oh cool. So yeah, as I got like a continuing education— no, no, no, it's 2 and a half years, second law degree. Oh, it's all tax. I have 20 classes just in tax. And at Georgetown they let you pick your courses however you like. And so it's a mixture of people that are in, you know, the full-time program. That's one year, very intensive. And those are a lot of people that have come out of school recently, out of law school, or they're young associates in a law firm and, and they specialize in tax. You know, you get one tax class in law school and it's not mandatory. So I'm taking 20, you know, so I can look at things like, you know, contribution of property and whether that's a, you know, a recognized taxable event or, you know, dealing with inbound dollars from limited partnerships or S corporations or, you know, profits interest. These are the kind of things that as a funds lawyer, I deal with all the time. You know, I wasn't a math guy, uh, until I started doing waterfalls every day. Uh, and then, you know, when I— I didn't tell you how I became a corporate lawyer because I never even thought about being a corporate lawyer. Um, I thought to be a corporate lawyer you have to have a degree in finance or accounting. Like, I just assumed that was what you needed, and they don't teach any of that in law school. I went to law school in New Jersey, and the Texas Bar is Texas law, and They taught no Texas law classes at Rutgers. So, but the thing is that when I got here, I did a federal clerkship. I had both Enron and Andersen in the Houston Federal District Court in 2001. I came up to Haynes Boone and, you know, I was a grown man. I had been in the Army. I had done graduate school, had worked for two federal judges. Not only that, we had the indictment of Andrew Fastow and Kenneth Lay in our court where I was the law clerk and for my judge. Then I came back and I was so bored working on this large class action lawsuit and all that. I never left my office, I never saw a courtroom, but they allowed me to split my time in the transactional area. And I did it really kind of like I was going to audit it, like I didn't take it seriously. But, you know, I was good at connecting people, right? Not for my benefit, for their mutual benefit. And I started the, the mixer that you and I were talking about that you've been to, Lane. I started that 25 years ago. And the reason I started it was because I was meeting all these great people. All the time. I was just good at it. And I'd get their card and I'd put it in a stack, and you might as well set it on fire because they didn't do anything with it. And so what I decided in my mind was, you know, one day my legal acumen, my experience, my skill set is going to catch up to my networking skills. And that was true. And I said I didn't want to just lose all these contacts or let them have atrophy. I wanted to create an event, which I did, uh, and I made the rules and I pay for it myself. And the rules I made— and you can't get kicked out of your own event. So as a Trump-supporting Republican for 9 years, vigilantly and publicly, you know, you don't always get rewarded for that, right, in, in big law and in your civic groups and all of that, those are dominated by large companies. You could name one and I tell you they're driven by sponsors. You're at this mega firm, I'm talking businesses, the telecommunications, the airlines, the oil and gas, they put their executives on the chamber, they put their executives on the Citizens Council, or they put their executives on the World Affairs Council. So if you're an entrepreneur or an entrepreneur's lawyer or you're a common sense conservative, you're not rewarded in those communities. Those— you have to be committed, totally committed. And I am. But the— so I started having the mixer. I created the rules. It's my event. No speeches, no sponsors, and no name tags. Because I had seen how law firms— and I'm talking about great law firms— Let's see how they do it. Oh, we're going to— let's have a committee. We're going to have an ROI. Who's going to be there? We're going to send the lawyers in like sharks to circle. I used to call it the middle-aged white man events, right? Because this is what they did. They would say, well, this is what the target I'm going in this. And I'm not saying you can't have targeted events because we do those things too. I'm hosting a— an M&A panel next Tuesday. And that's going to be people that are selling companies or investing or investment bankers. But I always wanted my primary mixer, which is called Last Tuesday here and First Tuesday in DC, I always wanted that to be wide open. I wanted it to be sort of equal boy-girl. I wanted it to be from intern to CEO. I wanted it to have people in big companies and entrepreneurial companies. And people in real estate and people in banking and all of that, where everyone was included and everyone was welcomed. And, you know, the thing is, if you show up once, it's sort of disorganized. There's a lot of people. Who do I meet? Where is it? But then, you know, by about the first time you meet 2 or 3 people, next time you see them, now you know 6 or 7 people. Then by about the 4th time, you know 20 people. And then you're like, oh, I'm so glad nobody's trying to sell me something. Or give me a speech or this and that. And by no means does that not mean that myself and our— or my organizations that I've been a part of haven't gotten business, because I've gotten tens of millions of dollars of business from that single event. Okay, but I've never asked anybody for business, and I don't even know what they're doing. You know, I'll hear months later, yeah, I met Lane, and you know, he was the greatest guy. I ended up going to his class as a guest speaker in this. And then I met somebody who had a company. And then I'm now the CFO. I mean, it's that kind of stuff. And eventually, it comes back. And I just find people, particularly in my industry— when I started, lawyers were just hated. Shift over into corporate my first year, I never told anybody I was a lawyer. I always told people I was a corporate lawyer because that means something quite different. We can have win-wins. I almost always have a win-win, almost always. I bring a lot of those transactions together. Then the MAGA movement. Why am I the MAGA lawyer for America? Because I'm really the only business lawyer involved, right? There's lawyers everywhere. Some of them are laying on the side of the road as casualties. But, you know, I'm a corporate securities lawyer. I'm an investment lawyer, fund lawyer. I'm a tax lawyer. That is a big law firm set of skill sets. That is not your guy down the street. Big law firms, they all stiff-armed. The Trumps. I mean, what you've seen with executive orders and stuff like that, let me tell you, it's so much worse than you could ever imagine, you know. And just the way they dealt with that, um, and it, you know, it's, it's just a pendulum. I was there with Don Jr. the day they took all of the, the assets, when they kicked them off of any board in the state, they— for a New York entity, where they, you know, had them post $600 million of bond in 45 days without being able to use any of their property as collateral. Um, all of these things, you know, Don hired me in May of '21, um, which happens to correspond exactly to when Letitia James put a black cloud over the Trump Organization. So, you know, it sounds great, I love it, it's my purpose really, it's my professional purpose. But a lot of the big law firms, you know, they cater to big tech. They pitch to the in-house legal community. The in-house legal community is risk-averse in managing a budget. I will tell you that it was quite remarkable to be at the inauguration, not for SMU, but of the President of the United States. And to see right in front of my face the head of Google, the head of Facebook, the head of Amazon, the head of Tesla, you know, right there. Donald Trump didn't go on his knees out to California. All these people went down to Mar-a-Lago, you know? And so it's just hard to even contemplate completely that shift. You know, it's really— and it has tremendous impact on business. It's tremendous. You look at a guy like Peter Thiel and all of the things that he's doing, Palantir. I mean, the, the conservative movement in Silicon Valley is real. I'm not sure I could have ever even believed that. And so, you know, these are things that are unique to me. You're interviewing me, so I'm telling you about the things that I'm involved with.

Well, real quick, what was the motivation to go back to school? Like, is it— obviously you wanted to be— you already are a top-rate corporate attorney, but what— why do you need a second law degree in the tax? Is it just— are you already doing that, or is it just— I'm not familiar with your profession.

It's a couple of things.

So why do you need that additional schooling?

So I was real blessed, right? I'm blessed with my wife, I'm blessed with many things, but I was also blessed with a great tax lawyer. And so my, my great friend and former law partner Jim Brown was at Kirkland Ellis Chicago for 17 years as a tax partner, came down, represented TXU and their tax department globally, and they sold off the international division and he joined me. At my prior law firm, and we were the dynamic duo for 15 years. Jim's retired, and, and I got heavily into the investment fund formation space about 8 years ago. So this is regulated. M&A is a negotiated transaction. It's certainly a skill set, but it doesn't change a whole lot. Got reps and warranties, indemnities, earnouts. Is it an asset deal? Should it be a merger? This kind of stuff, right? It takes you about 10 years to get really good at that. What it's not is subject to constant change. You're not going to the rule book. You may be doing a Reg D offering or something like that. But the, um, in the, in the fund formation space, I had all the— I call it, uh, the, the four legs to a private equity fund table. Right, the regulatory bodies. The first is the offering, right? You're selling limited partnership interest. I don't care what's in your portfolio, that's a securities transaction. Um, people conflate that. Some of the best lawyers I know— I, I found, like, I was doing a lot of real estate funds, and I found that real estate lawyers knew nothing about securities, and securities lawyers knew nothing about real estate. So that sort of created an opportunity Those four legs of the stool are the offering, that's almost always a Regulation D offering exemption from registration, and that's a securities transaction in every fund, period. People conflate that with what's in the portfolio. The Investment Company Act of 1940 and the Investment Advisors Act of 1940, they regulate and are concerned with the portfolio, what's in it, and who's managing it. And there's, you know, so like real estate, for example, and I see about 8 out of 10 real estate funds I see are all screwed up. They really have— they're relying on the wrong exemptions. They don't know the implications of that. But a pure fee simple real estate deal where you're directly or through a special purpose vehicle, you're buying only fee simple real estate. You should never be concerned with Investment Company Act. You should never be concerned with the Investment Advisors Act because your portfolio is not a securities portfolio. There's 3 things that are carved out of the definition of a security: real estate, commodities, and currency. Okay, Supreme Court invented something called an investment contract and created something called the Howey Test. So in crypto, you'll hear about decentralization. It's decentralized. That was Ethereum's argument. We're decentralized. And then Ripple said, we're decentralized. And the SEC said, no, you're not. But what's decentralized? Decentralized is the third prong of the four-part Howey test, which is the Clarity Act, which again, is going to create all the rules and all the licensing. Like, you have the broker-dealer rules. With respect to securities, you have commodities rules of trading. The GENIUS Act takes digital currencies, cryptocurrency assets, and has dual regulatory authority between the Commodities Futures Trading Commission and the SEC. When you say something's decentralized, like if you have a client, Lane, that has a company and I invest in it, that's centralized. You're trying— that business wants to grow and sell and create maximum value for its shareholders in a centralized vehicle. Cryptocurrency is more like trading orange futures, where you've got buyer and seller, and you've got a market for it, but you're not necessarily investing in a company. You're buying that commodity. You're buying the cryptocurrency. So this is what the other 3 prongs of the test are so easily satisfied that the crypto world has seized on decentralized. But most funds are securities portfolios. Most of them are subject to both the Investment Company Act and the Investment Advisors Act of 1940. 99% of the corporate lawyers at the best law firms in the world have absolutely no idea what is in the Investment Company Act of 1940 or the Investment Advisors Act of 1940. The Advisors Act should regulate every single securities portfolio in the world, in America. And the corporate lawyers don't know any of those rules. And so I had done private placements for 25 years, the PPMs, the preferred stock offerings. When I started, most of my deals were in C corporations, venture-backed. There's a lot less of that now. There's some of it because of Section 1202 in the Internal Revenue Code and the ability to exempt certain gain. But, you know, I will form in any given year approximately 400 new business entities for my clients. And of the 400, 375 of them will be LLCs. And so that means my whole world is a partnership agreement, you know. And so I had, I had the private offering experience, I had the partnership experience. And then my, my prior law firm, you know, they wanted me to come into the fund formation as a securities lawyer and help them with the offering, do some of the analysis. And I said, wow, you know, if you say I'm a private equity fund lawyer, wow, that's got sizzle to it, right? Versus a general corporate private business middle market M&A lawyer. The island of misfit toys. And so, but when you become an investment fund lawyer, everybody wants you, especially in Dallas. Dallas has become the corporate finance center of the world. Now, you definitely, when you work with the Trump family, you definitely get some different reactions. At my firm, Stinson, which was founded in 1882 in Kansas City, Missouri, We welcome all ideas. Our largest client is the largest private company in the world. It's very conservative, far more conservative than President Trump. Another one of our clients is the largest private fund in the world, over $1 trillion of fund assets. My firm, our strongest point practice group, and we have many, is our corporate and finance practice. We punch way above our weight. We're very intentionally mid-sized. And so when you get above mid-sized, you lose that connection with your partner. If there were, you know, a sort of top 10 global firm to associate with, for us it would be Cravath. It would not be Kirkland Ellis. It would not be Jones Day. We don't care if we have another 3% or 4% growth in any office. We'll add an office when it makes sense, and we'll try to staff it with the best people. And we pay well, and our culture is exceptional. We have 56 listed clients. So we're primary securities counsel for 56 publicly traded companies. There's no one in the country that comes near that. And so tax gets involved in every aspect of all of that. My great tax partner for years, I saw the word tax, I called Jim. That was it. Now, because of some of the people that I work with, you know, I try to keep things quite tight. I have an incredible tax group. I work with them all the time. But I'm able to unlock more business and be more valuable to my clients because of my tax knowledge.

So you mentioned that you work with pretty much everybody from small to big. Yeah, in all industries. At what point does it become relevant to actually reach out and have a corporate lawyer on standby or on retainer?

Yesterday, you know, I mean, yesterday would be the answer. I don't I don't really care about retainers. I'm just saying, like, the size of business, though, like, yeah, it doesn't matter. It literally doesn't matter. And it didn't matter before. You know, my practice has, you know, I did this the first go-round with Trump, right? And I'm doing it again. But you go from being a Dallas corporate lawyer in a great market, right, but to representing people and companies all over the world. In Alaska, we represented 4 nations as a registered foreign agent, right? Meaning we're representing sovereignty in negotiation with the United States. So I don't get that every day. I didn't get that when I was going up to Richardson, right? And what's different is that I have 25 years of deal experience. I will come close this year, probably will spill into next year, but I will come close to have been lead counsel and everything that means in $10 billion of transactions. And that's not like 2 $5 billion transactions. That's a lot of $50 million transactions, $200 million transactions, $5 million transactions. It's all about the people. And so my rate is $690 an hour. I've spent my whole career trying to keep my rate down. Most of my peers, almost universally in the fund space, that even have near my experience bill at $2,500 an hour in Dallas. Okay. And so, you know, I grew up representing startups, right? And so I never chased the legal fee. I always chased the relationship because you're, you know, a powerful, impressive guy, and you're a powerful and impressive guy. And I don't know what you're doing right now, but you're smart and you're impactful and you're going to do things. So I would want to work with you. And so especially in the beginning, that's one of the many reasons that people hated lawyers was because even on the corporate side, because of the runaway legal bill. You put any one of these, what you would call top 10 firms, you might have 8 people on the phone all billing you for the same phone conversation, right? Because they work across divisions. The debt side of the deal is not talking to the equity side of the deal. And then you've got another lawyer that formed the fund. And then you've got a bunch of young lawyers that don't have the history of the deal, so they're put on there. And so That's an approach. Those firms are quite successful. Kirkland Ellis had $7 billion of fee revenue last year. So you can't argue with something that's working. But that would not work with a lot of my clients. I work on a 24-hour clock. You know, when somebody that I work with calls me, it matters to me. And I bring, you know, 25 years informing thousands and thousands of businesses. I bring that solution set to whatever problem they have that they haven't even told me about.

You were speaking about your, your M&A experience and, you know, the amount of money, and, and all you think about is, I have zero M&A experience. But I'd like— I would like to get Lane to jump in because obviously being in the M&A world, you probably have much more eloquent, sophisticated M&A questions. And I'd love to, you know, get you in the conversation.

Yeah, I guess I would just circle back to an earlier conversation. You work with entrepreneurs who are typically founder-owner-operators of businesses that have become lower-middle, middle-market businesses. My experience with them is they're probably going to do one significant transaction. It's going to be life-altering to them. It's the sale of this thing they started and grew and scaled, and it's their identity. And their buyer is, because they've grown to that size, is private equity. And I use the analogy that they brought a knife to a gunfight unless they have someone like you or someone like me that's helping them understand the playing field. So one, I would just observe that I think a skilled, qualified lawyer who can hold the hand of that entrepreneur in an area that they don't have any experience and don't know what the playing field is, don't know the boundaries of what they can and can't negotiate with a private equity firm, the value that you can bring there is just extraordinary. And I wonder where you see the greatest challenges in representing somebody who has founded and operated a business and grown it to a $50, $100 million business and representing them with a sophisticated private equity buyer. Where Where are the hiccups? Where are the things that kill deals that you can help solve?

Well, I think you described it right. You know, it typically is a one-time life-altering experience and transaction in an area that they know little about with, you know, the legal profession they have You know, questions about private equity, they're very apprehensive about. It's hard to be a consumer of legal services in the mid-market, lower middle market, because we all have great pictures on our fancy law firm websites and we all are super this and that. And, and, you know, you look at our thing, you look like most incredible. How do you distinguish one from another? The personality fit is also important. If, if, if you're only doing buy-side large deals and, you know, my mix today is about 60% buyer, 40% seller. It used to be more 75%, 80% seller and the balance buyer. But like I mentioned, a lot of my sellers are now buyers. I've worked with one client for 21 years. I'm doing, you know, 2 deals and a government relations assignment for him right now.

That client that started with $5,000 of borrowed cash?

Yeah, Jeff Sanders started a company called Eclipse Electronic Systems in Richardson, Texas, and we've been together 21 years. He resisted venture capital. He's in the signal intelligence space, so he's worked with, you know, the, uh, the three-letter agencies and the prime defense contractors, right? And I could tell you so much about Jeff, but they, um, he solved really complex problems for really important people. And technology has only grown over the last 25 years. Jeff was really instrumental in some of the early drone technologies and the GPS technologies. And then if you're only doing large, you know, roll-up private equity buy-side stuff, and now you're working with an entrepreneur that has, you know, a small business that literally no one has ever heard of, you know, out in the burbs, a lot of those lawyers feel like they're doing an accommodation and there's no way they're going to go out and, and cultivate that relationship. They're only going to take that, and they'll definitely take it, if one of the bankers or something calls them and they're at, you know, mega firm and says, hey, this company's got an LOI, will you represent them? So, yeah, I love those kind of companies, right? But they, they're used to working with the CFO, general counsel, you know, great firm, KPMG, this kind of stuff. And this is— they've got a controller, QuickBooks, a founder, you know, a sort of sketchy cap table, right? But these are going to be the owners. They don't respect enough how hard it is to start and operate and grow a business.

You're a relationship guy in a transactional business.

Yes.. And so one of the great blessings for me early on in my career was a couple of the sell-side advisors, investment bankers in town, they would just bitch so much about the terrible sell-side lawyers and how they were killing the deals and all this kind of stuff. And I said, hey, I'm on, you know, I could be onto something here because I want to represent these companies. And, you know, I'm going to be very competitive to get that business, right? And so this is when a shift happened about 15 years ago or so where, you know, there were a lot more private equities in Dallas. There was a lot more auctions. You know, a process was run by a banker and the banker started wanting to sell side counsel to draft the purchase agreement, put it in the data room. Um, and the ultimate leverage for a seller is to not only get the financial bid but to get a full markup of the purchase agreement with the financial bid. That is the ultimate leverage for the seller, because when you down-select to one and you don't even know what the indemnification is going to look like or what the accounting for the earnout might be and you've told everybody that they're second best, and now you're exclusive with this buyer and you don't have any idea whether the terms are acceptable, you are in a tough spot. You've just taken all the leverage that you should have and put it on the buyer's side. And so, you know, it takes a skilled lawyer to know that, but it takes a much more skilled lawyer be able to draft that document before you have a term sheet, before you know whether it's going to be an asset deal, before whether you know it's going to be an equity deal. So you work with your great tax lawyer, you think about who the likely buyer would be, you look at— you think about how— what type of entities are the assets in. Is it, you know, likely to be an asset sale that requires a step-up in basis, or are there certain licenses that the entity holds or certain contracts that might be subject to assignment provisions that make you think it would be an equity. But then you've got to be able to put it in the data room and be able to flip it. If through the due diligence process, certain things are learned that make it more likely to go in one direction or another, or maybe you have an industry buyer instead of private equity buyer. One of the things that's happening with deals the last year is there's a lot more strategic buyers playing than there were 2, 3 years ago. And I think that's another one of the reasons that the numbers are flat. It's hard for private equity to do deals right now. You know, most— almost all of them, their entire model is based on leverage, you know, and if you were dealing with 2, 3% rates and pushed it to 9%, it just does not pencil. It does not work. You've got a lot of these folks that bought portfolio companies. They did their tuck-ins and all this stuff on borrowed money at variable interest rates, and they're upside down. Right. And so they're going to the banks and kicking the can, trying to get them to extend the credit terms. They can't— they can't recap. And then the LPs that want to get out of the deals you know, particularly in commercial real estate, is just getting beaten on because they can't refi out of those deals. You know, like in, in a real estate life cycle, you know, there you have people that play at very specific steps. You know, you've got the guy that just buys the raw land, and then you've got the guy that develops the flats, and then you've got the guy that develops. But then you've also got the, the funds that are in a certain asset class of real estate or they are opportunistic. And so the LPs, they anticipate being able to refinance out, get their capital back, and just to deal with the upside. Right. And so it's very difficult. When I first started, there were far more strategics. It was Cisco buying all of the telecom routers and stuff like that. And then, you know, for numbers of years, it was almost exclusively private equity. I'm working on a couple right now where we have a true mix. You know, the major thing with private equity is if you're a business owner, a lot of times you'll like private equity even though you're you're inclined to not want to like private equity. Almost most of them are inclined not to like private equity. But private equity will let you keep all your people. It's not like Cisco buying a tech company, and they've got redundancy in every single job. They've got thousands of engineers that could do that. They've got all the back office. When private equity buys, the leadership team matters. And there, we all have a vested interest in keeping the people, right? And so there's a lot of negotiation about employment agreements and how do we incentivize this for the growth. And so when a strategic buyer comes in, they often don't really care whether the principal or the founder stays. Because they have that skill set, you know. And so you have some buyers that absolutely— I mean, excuse me, some, some business owners that absolutely want their people taken care of. They don't want to have a riff of all their people. Then you have some owners that say, look, you know, that's not why I got into this. We hope they stay. But my goal is to get not two bites at the apple, to get complete liquidity for myself right now. The two bites at the apple, if it works right, again, the goal is to have the $30 worth more than the $70. And that would happen through either an IPO or a peg-to-peg transaction. Again, as you take EBITDA, and move it up, the multiple goes up. And if you have those things happening in a low interest rate environment, that's rocket fuel.

Rocket fuel. So as we come to a close, rapid fire question, how to win an M&A. And I know you could spend another 10 hours actually discussing that, but like in 30 seconds, what is— how would.

You win an M&A? Well, if I'm on the buyer side of M&A and I find a really good business that's run well, that matches the culture, I'm not going to let temporary events influence me to too toughly negotiate that. I've seen some private equity walk unbelievably good deals. Because they were going from a script, right? And I've been in deals where they were going from that script and they were, uh, were in the pig room. They were pig-headed, bull-headed. And I've been in some of those meetings, uh, you know, where I say, hey, you know, this is an electrical engineering firm that works in all the large projects in Dallas, Texas. The center of growth in the whole country in a population that's doubling. And you're not in Texas, but you're underwriting this deal like you were in Michigan. And I've been in meetings like that where the founding partners of the private equity, one of them got on a plane and came down. And said, you know what, I get that. This is more than your trailing 12, right? If you're an entrepreneur, you win an M&A by first planning for M&A well in advance, getting good advisors. It's hard to be a consumer of legal services with small private companies, but things like Vistage things like YPO, your accounting firms, you know, friends that you know that have had successful experiences. You know, lean on all of those resources. Start planning that at least 2 years before you're going to do it. And it's hard to know when you're going to do it because businesses often get unsolicited LOIs. Right? Or, you know, they've got a development team that's calling, and so they're getting calls from the industry, they're starting to get private equity. Get way ahead of that. Spend a little bit of money, get a lawyer that's experienced in the area. Also know what you want out of a good transaction, you know. Do you want to have one funding and you're out and whatever happens happens? Do you want to go with a certain private equity group because in your industry they have a track record of that second sale unlocking? Talk to entrepreneurs. Don't ever do a deal with a private equity fund if you haven't talked— you do your diligence. You tell them about all these deals. Can I talk to one of the founders of the companies? People are pretty honest. And so get a quality of earnings done on the sell side. Pay for that. Spend $20,000, $50,000, $100,000 in total to get your house in order. And when you do that, you'll win an M&A. If you're an LP, if you're someone that's looking, it's an incredible time, right? Because we're having a technological revolution. Revolution. AI is revolutionizing my industry. I don't need to be at Kirkland Ellis because I have 25 years of experience in ChatGPT. And ChatGPT is wrong sometimes, but when you know the 11 follow-up questions that you need to ask it, let me tell you what, I can get my answers in minutes. And I'm not sure that I have humans that can get me there. And think of all the money that's being spent to do all of that research that I'm not having to bill for. Um, because in my world and many lawyers' world, you know, we deal with the urgent and the complex. I deal with the urgent and the complex. That's all I do. And, you know, I bring in talented people. And that's what I would say. If you're an LP, you know, you've got to be looking at the energy sector. You've got to be looking at digital currency and Fintech, you've got to be looking at the defense sector, um, and, you know, also manufacturing, you know. And if you're a company that had, you know, I would say this to anybody that hears this, I would love to talk with you. You guys could get my information, my law firm is stinson.com. I'm not wanting to talk to you to pitch you business, but I'd love to have a conversation, and it might lead to business It might not. And quite honestly, I'm good either way. But what I would say is it particularly if you have a project of scale, you know, you're going to do a big data center or you're going to do an oil and gas refinery or you're trying to figure out how to pivot from this sector into that sector, call me because I often have capital. You know, I have tremendous relationships in D.C. That's just the truth. And what I've found is with this White House, they're not wanting what I call glory boards. They did that the first time, you know, if you— and with a cabinet, no one would ever second-guess anybody that selected Rex Tillerson to be Secretary of State. How could they ever do it, right? You know, or how could anybody second-guess somebody that selected General Mad Dog Mattis, who you would be familiar with, to be the Secretary of Defense? Secretary of Defense, now war. But those gentlemen have not been accountable to people in many, many decades. You know, and so, you know, it's quite different to be, you know, a gunnery sergeant or a first lieutenant in the Marine Corps versus being a four-star general in the Marine Corps. It's quite different to be, you know, an owner of a mid-sized company versus the CEO of the largest company in the world. And those people are incredible, but those are not the kind of people that can deal with the chain of command. So this time is very different. The, the, what I called glamour boards would be the industry. So they got the auto industry, we want to get input from the industry, we form this commission, we have the executive order. We meet once a month, you know, in the politically charged environment, inevitably someone throws a temper tantrum, they quit, they try to get everybody to quit, and what was genuine, bona fide, good faith outreach to the industry turns into like some sort of social media rant, right? So there's a lot of these commissions that are being built right now, and I'm involved with a number of them But they're not to get that. They're to get to people that are really America first. And I'll leave this and close on this because this is incredibly misinterpreted around the world. And it's one of the reasons I'm going all over the world. America first is not exclusionary. People think it is. Sounds exclusionary, right? America first is an acknowledgment that our house was broken, that we need to clean it, that our judicial system was broken, that our election system was compromised, that we have $37 trillion of debt, um, and that we're not globally dominant in the way that we were following World War II. And that's, you know, a big movement in the White House is for commercial dominance. You'll see executive orders on that. You'll see a commercial dominance Commission. It's how do we go around the world and how do we take American companies and signal to them that you ought to be doing business in this country, in that country, but maybe not that country, you know, because they, they are not being a good partner. And so, you know, those are the things— when I have those conversations, it opens up all kinds of opportunities, you know, critical minerals, rare earths. AI, all of those kind of things, you know. And so it's truly a global economy. We want immediate gratification. We do. We're in a 24-hour news cycle, right? And so you're going to see things and you're going to hear things, but just remember, we're 6 months into this and it took 4 months to stop it. So great things are here to come. I appreciate you guys so much.

Thank you so much for being here.

Lane, you got anything to close this out with? No, I met John when I first arrived here, and he was very gracious and welcoming, as I said, to Texas. And I'm delighted to circle back, reconnect, and have you on the deal table.

Thank you.

Thank you so much.