In this episode, hosts Brad and Michael take you behind the curtain of an M&A deal. They share the story of two physicians who wanted to buyout the absentee owner of the practice. A harmonious deal between both parties was quickly soured by one attorneys aggressive negotiation tactics. Learn how unchecked emotions can impact deals, why attorney-client alignment matters in negotiations, and how to determine who holds the power during a sale.
Listen to the full episode using the player below, or by visiting one of the links below. Contact ByrdAdatto if you have any questions or would like to learn more.
Transcript
*The below transcript has been edited for readability.
Intro: [00:00:00] Welcome to Legal 123s with ByrdAdatto. Legal issues simplified through real client stories and real world experiences, creating simplicity in 3, 2, 1.
Brad: Welcome back to Legal 123s the ByrdAdatto. I’m your host, Brad Adatto, my co-host Michael Byrd.
Michael: Thanks, Brad. As a business and health care law firm, we meet a lot of interesting people and learn their amazing stories. This season, we’re entering the fancy season of a business. Brad, our theme this season is Buying and Selling a Business.
Brad: Yes. And for those who don’t know, Michael, that’s just one of the four seasons, what? All four seasons?
Michael: Well, Brad, we have the building season, starting a business. We have the operating season where you’re running a business; the scaling season, growing a business, and where we are right now, buying and selling.
Brad: That’s awesome. Well, Michael, I don’t know if you have the same sense of humor as I do, but hot mic moments…
Michael: Wait, you don’t know if I have the same sense of humor as you? [00:01:00]
Brad: Yeah, because this is going to be different. I’m going to throw something different at you.
Michael: It’s not 13-year-old humor?
Brad: We’ll see. We’ll see. When people don’t realize they’re being recorded and they say something off the mic, so it’s a hot mic. Have you seen any funny ones lately?
Michael: Well, yeah, of course. I’m only picturing the 13-year-old humor ones, so let’s not do those. I won’t say those. Let me think. This one’s kind of borderline anyway, but I’m going for it. I saw a video recently of a city council meeting where one of the councilmen excused himself mid-session with a huge audience to go and use the restroom. Now, Brad, he didn’t technically say why he was walking off, but him forgetting to turn off his mic left, no doubt what he was doing.
Brad: Oh, no bueno! Well, in 2023 during an NFL game, Travis Kelce got caught on a hot mic, [00:02:00] and he was joking around with his teammates and suddenly started singing, “I Believe I Can Fly,” but what’s funny about it was, he was singing like he was going to be the next winning singer of The Voice or something like that.
Michael: First of all, I’m proud of you for not singing just then.
Brad: I thought about it. You could see the brain cells kicking in there.
Michael: I’m a little surprised, pleasantly, that you didn’t. And I am starting to picture what it would be like if you just walked around with a hot mic all the time.
Brad: It would be fascinating and most human beings would never talk to me again. But speaking of sports, I remember watching a PGA event where one of the commenters forgot that his mic was on and started detailing or more importantly, critiquing the sandwich he was eating. And he was saying, “This turkey is so dry, it’s like eating a Sahara desert.” And it was so unexpected that everyone just busted out laughing.
Michael: Well, I think that’s a little judgy personally, as someone who has [00:03:00] said multiple times that mayo is Satan’s spawn. I can appreciate the dry sandwich, and in fact prefer that. But pretty funny – well, besides these sports stories, do you have any other hot mic things you want to share?
Brad: Let’s go jump into the news. I had a news anchor that thought the broadcast had ended and started venting about their day saying something like, “If I have to cover one more boring city council meeting, I might just run away and join the circus.” Obviously they weren’t covering the one that you were referencing in the beginning, but it was a live broadcast and the viewers just thought it was hysterical.
Michael: I saw one recently where the weatherman was reporting live from a storm and just started dog cussing his circumstances, and he was live on air.
Brad: That was a pretty good one. Well, that was local news stuff on MSNBC, which is national news, anchor, Lawrence O’Donnell was caught on a hot mic once when [00:04:00] he lost his cool and started shouting out, “Stop the hammering, stop the hammering up there.” It was all real and raw in the moment, and you could tell he was very frustrated. I thought it was hysterical, but it surprised a lot of different people.
Michael: All this is making me picture what it would be like if our podcasts were live. I think we would have some really funny bloopers.
Brad: I think Kennedy would have to have a button to press every once in a while. Just to cut us off. She’s shaking her head agreeing with that. So let’s jump into the movies real quick. Actor, Chris Pratt is known for being a prankster in film and tv. When he was on Parks and Recreation, there was this famous blooper where Chris was playing his character Andy, and he makes this joke about Kim Kardashian that was completely improvised and was saying how Kim Kardashian is in Star Wars, and she likes playing the Death Star in Star Wars. The way he pitched it, the entire cast busted out laughing. They couldn’t stop laughing.
Michael: Well, the only thing that occurs to me is, you do realize, Brad, that you don’t get points for saying Star Wars on every episode.
Brad: [00:05:00] Well, not from you, but from my Star Wars club, I get extra credit.
Michael: Oh, okay. Well, it’s like when real life turns into a comedy sketch, all these hot mic moments and they’re good because they’re just so authentic and spontaneous when they happen. Is there anything else you want to share before we get into the real stuff?
Brad: Not really. I mean, not for the podcast, but what I love about these moments, it really shows the human side of people, especially with the people who are so prim and proper and all polished and professional, and then in reality, they’re just dog cussing somebody.
Michael: Yeah. I mean, I can’t relate. I mean, you and I have never had any.
Brad: No.
Michael: No. Okay. Well, at least none that we know of. Well, let’s move on. What does all this hot mic conversation have to do with today’s show?
Brad: Well on a typical M&A deal, there’s a lot of negotiations between the lawyers. The client is not always even on every call or email chain between the attorneys, which is probably a good thing. Today’s show, we’re going to go behind the curtain and tell the story about what happens during negotiations between [00:06:00] lawyers, basically capturing the hot mic moments, which are usually not very polished, much less professional.
Michael: Okay. Let’s get into today’s story.
Brad: Alright Michael, before we dive into today’s story, what do you think most sellers primary object is in an M&A deal?
Michael: To make a boatload of money. Of course.
Brad: Yes. You’re correct in that. I’m sure that they’re aiming for that, but be a little more strategic. I know you can do that. Think bigger picture.
Michael: Okay. Maximize value and ensure a smooth transition.
Brad: A hundred percent agree with that, and those should also be the goal of their M&A attorney.
Michael: Well, hopefully you’re right. Hopefully they align. The attorney is there to guide their client through the process, and so they should be aligned with trying to maximize value and ensure a smooth transition. To be fair, additionally, the attorney is a protector, [00:07:00] and so their role is to be on the lookout for things that are traps for their client, the seller in this example, while still trying to meet the two goals.
Brad: Totally agree. So today we have, we have some interesting characters that we’ll bring in. The first character story happens to be an attorney. This attorney we’ll call Jimmy Africa.
Michael: Okay. I’ll buy. Why Jimmy Africa?
Brad: Well, every time we spoke with Jimmy Africa, he somehow still brought up being a big game hunter and all the trips he would take to Africa for hunting or his next plan for his next big African hunt. It happened more than one time.
Michael: Okay, fair enough.
Brad: Well, so Jimmy Africa was representing the seller who happened to be the owners of this business. Our clients were two physicians who worked at the practice. They were not brothers, but after being on the call with them so many times, they kind of acted like siblings as you got to know them. So I started calling them – we’ll call them the Pratt Brothers for this show.
Michael: [00:08:00] Okay and I think I heard you say this, but this was a medical business?
Brad: Yes, it’s an ophthalmology practice. The Pratt Brothers wanted to buy out the seller who we’ll call Dr. O’Donnell.
Michael: So if I’m tracking right, it seems like you are going with the hot mic references for our characters, with the exception of Mr. Africa. Is that right?
Brad: Sort of…
Michael: Okay. Well, I want to make sure I’m following the storyline here. So Jimmy Africa is the attorney representing the seller, Dr. O’Donnell, is that right?
Brad: Yes.
Michael: And then we represented the buyers, the Pratt Brothers?
Brad: Yes, gold star for Michael. Kennedy, put it up there. Dr. O’Donnell had found this practice but he hadn’t worked in several years. Unfortunately, he had a really bad ski accident on a trip, and he had not actually come back to the office since that accident or directly spoken with the team since the accident.
Michael: Well, that’s really unusual. I don’t know that I’ve encountered that scenario before. Was he in a coma or something like that? [00:09:00]
Brad: No, it was very unusual. You’re correct about that. But the Pratt Brothers did communicate with him on limited occasions. Mostly they would get emails from him or spoke with his wife, Mrs. O’Donnell, over the phone, but never directly seeing Dr. O’Donnell or speaking with him on the phone.
Michael: That begs the question, was Dr. O’Donnell key to the success of this practice?
Brad: He was. When he stopped coming to the practice, it became a big strain on the business. The Pratt Brothers, although very active at the clinic, they had never really run it. They were just employees there. They weren’t in the management side. They didn’t do any major strategic moves. So when Dr. O’Donnell stopped communicating with all the employees, the patients, the business suffered, the Pratt Brothers were forced to try and salvage the relationships with Dr. O’Donnell’s patients and staff. This required him to work with new referring physicians because they didn’t have the relationships, and hired new employees. Once the word kind of got out that [00:10:00] Dr. O’Donnell was not coming back in, obviously people started getting nervous, Michael, because he wasn’t responding to those employees and they thought the practice was going to go under, so many of them started to leave.
Michael: Well, yes, that’s unusual and sounds a little chaotic.
Brad: Yes, very chaotic. And after two years of little to no communications and a complete reworking of the employees and the patients of the practice, they were actually finally starting to hum along nicely. I mean, as you can imagine, there was chaos in the beginning, but the Pratt Brothers were now making all the decisions about what happen at the practice, but they still weren’t owners. And they had this idea that as they were kind of growing it, how to even scale it more. However, they really didn’t see a reason to work this hard and just not own the practice at the end of the day.
Michael: That makes sense. I mean, they kind of, using the term they had no skin in the game.
Brad: Yeah, exactly. And as such, they approached Mrs. O’Donnell and said would they be willing to sell a hundred percent of their ownership in the business? And they saw this as an opportunity of a win-win mindset. Dr. O’Donnell had not been [00:11:00] part of the business in two full years. The Pratt Brothers had been finding their way with growing this business, and this way they could have a smooth transition allowing Dr. O’Donnell to receive compensation for the business he started, but hadn’t been part of in years. And when the Pratt Brothers engaged us, so this is when we actually came into it, they had already negotiated all the business terms and conditions for the sale.
Michael: And we’ve talked throughout the season so far about main street deals versus Wall Street deals. And in a Main Street deal in particular is really common for them to come kind of with a handshake type mindset of this is all what we’ve talked about and what we’ve agreed to. Even though it may not be formalized yet in writing or beyond just conversation. In a Wall Street deal, we may have them come to us with a signed LOI or to negotiate an LOI, I’m curious, where did you start with this? Did you start with an LOI?
Brad: [00:12:00] No, the O’Donnells had engaged council already, and they had sent the Pratt Brothers the first draft of the agreement when we actually got brought in. So no LOI, just emails back and forth and then bam straight to the documents.
Michael: Yep. Well that’s again, you almost can see anything in a Main Street deal. So it’s not like we haven’t seen that before. But you don’t have the tone setter that we’ve all talked about with the LOI, you just are straight to the legal documents. How were they, how were the agreements?
Brad: Well, based on the call I had with the Pratt Brothers and what they believe, the agreements that were sent did not really connect to what the Pratt Brothers were telling us. They were just not there.
Michael: Okay. Well, how so?
Brad: The agreements were extremely one-sided with huge penalties to the Pratt Brothers and with very aggressive terms. Additionally, there was no non-compete for Dr. O’Donnell on starting a new practice. Obviously, he hadn’t been doing it for two years, but obviously pretty common. And following the documents had appointed Mrs. O’Donnell to the board during the time period in which they were going to be paying the O’Donnells the purchase price. [00:13:00]
Michael: Quick follow up question. Is Mrs. O’Donnell a physician?
Brad: No.
Michael: So just as a quick reaction is, it’s unusual for a seller to not agree to a non-compete. And of course, having a spouse on the board of the organization that’s not a physician is sometimes not even compliant. Was this in a CPOM state?
Brad: It was not.
Michael: Okay. Well that helps. So on one hand, let’s talk a little bit about why in the world they would potentially even ask for that. And what comes to mind is deal structure. So a lot of times in particular with Main Street deals, you’ll have a kind of owner financed element to how the structure of the transaction is. And so, it may be it’s a purchase price of X and it’s getting paid out over time. And sometimes it even is [00:14:00] geared around revenues to determine the repayment schedule. And you had said she – I guess I should have asked this as well, follow up on Mrs. O’Donnell – before was she on the board?
Brad: No, she had nothing to do with it. In fact, she had never discussed any of the communications before that, except the emails and other conversations when they were discussing deal terms. That was it. So prior to his incident – his accident, Ms. O’Donnell was not a part of the business.
Michael: Okay. I’m curious, did they find out why she was going to be appointed to the board?
Brad: Ah, this is where we can go back and bring in Mr. Africa? Mr. Africa had drafted these agreements and he felt like it would be best that Mrs. O’Donnell be appointed to the board, hence he added her onto the agreements.
Michael: Well, I’m going to go back to my comment a few moments ago. Was the deal structure such that Ms. O’Donnell having a board C would help create some [00:15:00] accountability? You know, going back to, was payment structure tied to revenue performance or something where she needed to have that visibility?
Brad: The answer is no. There was nothing to the revenue performance. It was a straight purchase price. They had set an advance, so it didn’t take an account to the fluctuation in the revenue of the business. And although it was going to be paid out over time, but again, it was at a fixed fee.
Michael: Okay. Well, that doesn’t make any sense. So what did you do?
Brad: We do a lot of times what you do. We got on a call with Jimmy Africa, discussed the modifications to the agreement to be closer to the point what the intent of the deal was based on the communications that were between the parties, and one of which the parties would – we believe would be more satisfactory.
Michael: Okay. Well, what happened?
Brad: It didn’t go well. Jimmy Africa started immediately challenging us on every single deal point and kept using terms like, these agreements are industry standard. He talked about how he must ensure his clients have their rights fully protected, [00:16:00] which I’m not against. He was just about getting the deal done, not necessarily about getting it done right. He was making other very aggressive threats throughout the call, which the demands were honestly going to jeopardize the entire agreement the way he was speaking to us. And during most of the call, Mr. Africa was very rude. As we tried to explain stuff, he would just cut us off. As we attempted to provide more context to the deal itself and the relationship between the parties, he just kept responding, literally to almost everything, “well, it’s ‘market’, Michael.”
Michael: If there’s any deal attorneys listening right now, they’re probably straining their eyes from the massive eye roll to the market and industry standard. I mean, this is a bullying negotiation strategy that some not most, deal attorneys will use to try to have this nameless support for their argument and try to just shut you down in your tracks.
Brad: [00:17:00] It reminds me of the other nameless attorneys that we don’t know.
Michael: Yeah. Like, you can’t say anything because this is market.
Brad: Is it market? Kennedy, I can’t say anything anymore now.
Michael: Okay. Well it does not sound like you were finding common ground with Jimmy Africa and that you were building any rapport with him. What happened next?
Brad: We called the Pratt Brothers and provided a summary of the call. We didn’t bring up the aggressive nature of Mr. Africa because we didn’t think that had anything to help deal with the deal. We wanted to get this deal done so we keep moving. We kind of let those hot mic moments simmer off the mic with our clients. So our clients were confused as the negotiations with the seller had gone really smoothly. The practice was thriving under their management and they’re prepared to move on without a deal if necessary. And they discussed, maybe they should just walk away if this continues because I should have said this earlier, our clients had no written agreements with the practice, no employment agreements with the practice, no employee handbooks. [00:18:00] They had absolutely nothing to do with the practice in writing, except they showed up and used to work there and then hard just kind of helping manage it after the incident.
Michael: You should have said that earlier. That’s a pretty important piece of information. They had all the cards here and they just kind of sprung that on us. But that’s interesting twist. I’d say let’s go to break, Brad, and when we get back, let’s talk about an attorney’s interest to protect their client that we kind of led with, but also to understand the necessity of trying to find alignment when you’re negotiating.
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Brad: Well, welcome back to Legal 123 with ByrdAdatto. I’m your host, Brad Adatto, with my co-host, Michael Byrd. Now Michael, this season our theme is Buying and Selling a Business. In today’s story, we had many different elements of buying and selling one.
Michael: Yeah, and it looks like today’s story has an anti-hero as an attorney.
Brad: Which is unusual. Attorneys normally are heroes.
Michael: Yeah. Right. Let try to recap this and see if – and Brad, correct me if I miss anything and follow the bouncing ball. So we have Dr. O’Donnell and Mrs. O’Donnell, and Dr. O’Donnell had this ophthalmology practice, and had a terrible accident and basically stopped coming to the office, presumably for health reasons and there was no communication. Our clients, the Pratt Brothers, who [00:20:00] are not real brothers but you call them that, basically took the mess and the chaos and invested in kind of straightening the practice out, resetting it and growing it back to a healthy state, and actually started to have visions for scaling it and thought why are we not owners. So let’s talk to the O’Donnell’s and see if they’d be willing to sell since they’re out of the game now.
Seems like they had a good conversation. Went well, and then Dr. O’Donnell and Mrs. O’Donnell hired Jimmy Africa and he drafted some deal documents that did not align with what your clients understood to be kind of the deal. And then you confirmed when you had your first call with Jimmy Africa that it was not going to go well as it relates to our anti-hero because he had a [00:21:00] bullying approach and would throw words like market and industry standards and all that at you, to make you come down from your position and then you just dropped a bomb at the very end that is really important. The Pratt Brothers had all the leverage because they had nothing binding them from the practice. They had built it all and they really could just go open up across the street and start doing this under their own practice.
Brad: And you said this earlier, I mean, the need to understand that you should be thorough with your clients. We agree with that. But some of these legal advances being made by Mr. Africa, they were really never part of any of these initial discussions between the parties at all. And it makes it harder when our clients feel like they already compromised significantly to move this deal forward because again, as you said, they helped grow something that it had nothing to do with. And our clients were deal-driven focused, which is great. And achieving a fair agreement was what they were trying to do [00:22:00] and they believed it benefited both parties. But it appeared, the goal to resolve these negotiations amicably and efficiently was really not on the table because Jimmy Africa’s, as you were kind of describing, had a very rigid stance in putting the deal at risk based on the way he saw the world.
Michael: We talk about this, there’s kind of this reputation that deal attorneys have, and they’re either deal makers or deal killers and you kind of gain that reputation. And the fine line between being a deal maker and a deal killer is not being an advocate for your client. You have to protect them, but when the attorney starts to make it more about them and they’re not listening to the deal, listening to what their clients are saying, and they’re basically trying to win, it crosses over. And it sounds like this is what was happening here because these demands didn’t make any sense for even Jimmy Africa’s [00:23:00] clients. So what was your first step?
Brad: Well, I obviously went back to the clients and confirmed with the Pratt Brothers that none of these deal points are part of any of the arrangement or discussions. And obviously to them, it weren’t agreeable. We started having several calls with Mr. Africa and trying to understand his client’s perspectives better. But each time we asked for additional clarification on these deal points, again, we kept unfortunately having a screaming gentleman on the other side, getting more emotional on the call and less about the actual terms and conditions that were actually in front of us.
Michael: It’s really important for attorneys to have that emotional intelligence element of keeping your emotions in check, and it sounds like you did a good job with that. Oftentimes aggressive attorneys like this are using that as a tactic, and they want to provoke a reaction and they want to stir the pot to gain whatever they’re trying to gain. And so, it becomes really important to stay focused [00:24:00] on the data, the documentation, and being super clear about what are the client’s goals, what is looking for alignment to help get the deal done and really try to avoid getting sucked into the emotional argument side.
Brad: Totally agree. And we started to ask just additional questions and clarification from Jimmy’s client’s goals and the constraints. And this was trying to find some insight of maybe some possible areas that we could compromise on and identify that common ground between our clients and on those, build cooperation atmosphere that would help kind of move this deal forward.
Michael: Okay. Well give us some examples of the areas where you could not find alignment.
Brad: Besides the fact that Mrs. O’Donnell wanted to be on the board while they’re paying the note and complete access to the books and records basically at any time, the other big issues are that [00:25:00] they wanted to be the senior lender here and refuse to provide any subjective rights to a commercial lender.
Michael: Yeah. So, let’s kind of pause for a moment and have a little bit of vocabulary. Let’s talk about the importance first about them wanting to be the senior lender perspective and what’s the impact there? So a senior lender is, sometimes, it’s called a superior lender and usually it’s a financial institution and they have the first priority over the assets and cash flows of the collateral in the event you have to collect on that, whether it’s a liquidation or bankruptcy or some other type of default. And so they have the right to be paid back first before the other creditors. That would be the junior lenders, and kind of this hierarchy of people that are in line [00:26:00] to collect on the assets if there’s a default. And so being senior comes with lower risk because if the borrower defaults, they’re going to get the first fruits of whatever’s left over in the assets. Subordinated rights or junior rights is a lower rank, and so they’re lower in line and their risk is much higher. And so, this can have a really big impact on what they’re asking for on what the Pratt Brothers would be able to do with the business.
Brad: So as you can tell, by having that subordinate – by having that debt, that was a big issue and is making their ability, the Pratt Brothers, to really grow, difficult. And so making this demand on the Pratt Brothers was going to hurt the ability for them to ever get a commercial loan. And remember, the beginning of the story was all about their idea of scaling. If they could grow the business, they didn’t even see a reason to buy it.
Michael: [00:27:00] I mean, a bank is not going to agree not to be the senior lender if they do. To your point, Brad, they would be signing off on not being able to borrow money.
Brad: Until they pay this off. So as you can imagine, the Pratt Brothers, they reached a point where the demand jeopardized the entire agreement. They were ready to walk away. The practice is thriving under their management, they were prepared to move without a deal if necessary and really just leave and start their own practice. They felt hurt that the O’Donnells didn’t see the benefit of the deal that was offered or much less agreed upon.
Michael: Yeah. Expectations are a beast in an M&A deal. I mean, we talk about expectations in all types of circumstances, from physician employment agreements to any type of relationship. It makes it more tricky in M&A because these are emotional once in a lifetime events for the parties from a business perspective. [00:28:00] I mean, you don’t sell your business that often, most people, and you don’t buy businesses that often, and so emotions run high. When expectations are not met, I mean, it’s a perfect storm.
Brad: Yeah. And with no employment agreements, no written agreements between the parties, our clients decided that they were going to terminate the deal and start their own business.
Michael: So this is an example of how Jimmy Africa’s tactics backfired because he was so focused on winning and maybe he would say protecting his client’s interest, but he was doing so without listening to what his clients actually wanted and not realizing where his client’s negotiation position was. They did not hold the cards in this situation, and so the deal died?
Brad: Yes and no. Once we gave notice that our employees were going to leave all hell broke loose. A few days later Jimmy Africa was saying that he was going to get lawsuits against the Pratt Brothers, [00:29:00] but eventually he was able to realize that they didn’t have any foundation since they were never owners, never officers. They had no agreements with the practice. But finally, Dr. O’Donnell actually sent an email and requested a call.
Michael: The same Dr. O’Donnell, that they had not spoken to?
Brad: The same. So they had an all hands call, which means the attorneys and clients all got on the same call. We discussed the outstanding issues, knowing that the Pratt Brothers had given notice and that Jimmy Africa had nearly killed this deal with his aggressive tactics. Dr. O’Donnell and his wife basically agreed on the call to 90% of the changes that the Pratt Brothers requested, because much of it, actually to the chagrin of their attorney who objected a few of them, that got them back to where the deal was really starting. The final set of documents kind of reflected that and they agreed to sale. At the end it worked out, but Jimmy Africa almost had to be sidelined to make it work. So Michael, we’re at time, so what are your final thoughts here?
Michael: Yeah, I mean, just one quick final thought [00:30:00] as a wrap up. This is a great lesson on the importance of communication and the emotional intelligence that I mentioned to effectively negotiate an M&A deal.
Brad: Yeah, absolutely. Well, Michael, next Wednesday, you and I will be back. We’ll discuss the impact on a seller when during the due diligence phase you lie to the council. Thanks again for joining us today. And remember, if you like this episode, please subscribe, make sure to give us a five star rating and share with your friends.
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