We have one of the foremost experts on real estate syndication law on the podcast today! Mauricio was nice enough to do an interview and help us all learn more of the technical side of a syndication deal. One huge takeaway: are you offering a security and not even know it? You may be surprised by the answer.
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Mauricio Rauld Real Estate Background:
- Founder of Premier Law Group, specializing in counsel to real estate syndicators
- Nationally recognized expert on real estate syndications
- Takes complex matters and makes them simple to understand
- Based in Newport Beach, CA
- Get your free 8 Critical Steps To Practicing Safe Syndications Report by emailing firstname.lastname@example.org and typing “Fairless” in the subject line
- Say hi to him at http://www.premierlawgroup.net/
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Joe Fairless: Best Ever listeners, how are you doing? Welcome to the best real estate investing advice ever show. I’m Joe Fairless, and this is the world’s longest-running daily real estate investing podcast. We only talk about the best advice ever, we don’t get into any of that fluffy stuff.
First off, I hope you’re having a best ever weekend. Because today is Sunday, we’ve got a special segment for you called Skillset Sunday, like we usually do… And with Skillset Sunday, you’re gonna come away with a specific skill that you either didn’t have before, or that can be honed based on our guest’s expertise.
Our guest’s expertise is securities, and specifically helping counsel real estate syndicators. How are you doing, Mauricio Rauld?
Mauricio Rauld: I’m doing great, Joe. Thanks for having me.
Joe Fairless: My pleasure, nice to have you on the show, my friend. A little bit about Mauricio – he is the founder of Premier Law Group. It specializes in counsel to real estate syndicators. He is a nationally-recognized expert on syndication; I’ve seen him be included in a whole bunch of conferences, and I’ve heard a lot of good things… Mauricio, this is the first time you and I have had a chance to connect, but I’ve heard a lot of good things about you and I’m looking forward to our conversation.
Mauricio Rauld: I appreciate that, and same with you.
Joe Fairless: How about a little bit about your background, just for some context, and then we’ll get into three things that we should know prior to doing a syndication?
Mauricio Rauld: Yeah, so I founded Premier Law Group about 12 years ago now, and currently all we do right now is real estate syndications. That’s what we do 100% of our time, primarily Reg D offerings… But I started my career now almost 18 years ago; I worked at a law firm that specialized in litigation and specifically securities litigations, so I was kind of on the other side of the table. I would represent the big brokerage houses – J.P. Morgan, Credential, Schwab… Kind of all these litigations.
So I did that for a while, but realized that’s not really what I wanted to do, even though it was a great law firm, so I went off and worked in-house a little bit for the real estate guys who did a lot of real estate syndications; I did all of their work, and then kind of from there spun off my own law firm and started helping some of their guys, and that’s kind of grown and blossomed now; it’s been 10 years since I’ve been doing it on my own, and I’m just really happy to be able to travel the country and sometimes the world teaching real estate investors how to scale their businesses and how to get to the next level via syndications and raising private capital.
Joe Fairless: On that note, raising private capital and scaling our business, what are some things that we should know prior to doing that?
Mauricio Rauld: Yeah, the first thing we always have to think about is whether we’re even dealing with a security… Because it’s one of the big misnomers. Some people think “Hey, if I structure my real estate deal this way or that way, somehow we can get around the securities laws”, and a lot of people don’t realize that they’re actually involved in issuing securities when they don’t think so.
What I tell people, kind of like my little cheat sheet that I give people is that, look, anytime you’re taking people’s money, where the returns are generated primarily from your efforts, then you’re dealing with a security. So it doesn’t matter if it’s a TIC arrangement, a promissory note, a joint venture, profit-sharing agreements, handshakes, high fives, whatever you wanna call it. The actual structure doesn’t matter. If you’re taking people’s money, you’re generating the return, it’s a security if your investors are simply passive and cutting you a check.
So that’s probably the first, most important thing to realize, because a lot of people out there I think are raising money illegally, because they think, “Hey, I’m not doing an LLC, I’m not doing a company. I’ve got some creative mechanism that I come up with and I can get around the securities laws”, and that’s obviously not true.
Joe Fairless: I love that you’re mentioning this, because I interview a lot of people who if I stop to mention this during all the interviews I do, we’d be talking about this for half the conversation, for probably a large percentage of the people I interview… So let me ask you some examples. One, if I’m a fix and flipper and I need money to fund a fix and flip, and I reach out to my uncle’s best friend and she says “Yes, I’ll fund your fix and flip. Here’s $100,000. Just pay me 12%, and maybe 10% of the upside after it sold” – is that a security?
Mauricio Rauld: You know, we can probably structure that as not being a security. Again, if they’re just simply passive, if they write you a check and go home, then it’s gonna be a security. So it depends on how we structure that particular one. If you have a note that’s actually less than nine months, that’s by definition not a security.
So when you’re doing a fix and flip and if you’re talking to just one person, you get one investor and you do a note for less than nine months, that’s not gonna be a security. Or if you even have any kind of structure and you make that person active – again, it’s all about whether your investor is an active participant or passive. So if they’re active and they’re co-managing the LLC, they’re co-managing the project, they’re involved with you, then we can get away with not calling it a security.
But to the extent that they’re just writing you a check and going home, even with one person, that’s gonna be considered a security if they’re just passive.
Joe Fairless: I’d never heard of the nine month thing, so thank you for mentioning that. That’s the first time I’ve heard that mentioned.
Mauricio Rauld: And Joe, you’ve gotta be careful with the nine-month — again, the specific example was one person. So if I pick up the phone and call my buddy Joe, or in your scenario, somebody’s uncle, and don’t do any of the marketing and we do an 8-month note, that’s gonna be fine. The challenge is gonna be a lot of people wanna go out there and market their deal to their list, or reach out to many people, and in that case we can get into issues, because it’s not only a note, but it can be called an investment contract, which is, again, a type of structure that can be considered a security.
Joe Fairless: Got it. So if I’m a fix and flipper and I have a fix and flip which generally they don’t take more than 9 months (knock on wood), then what I could do is I could find an investor that I have a relationship with, or I know someone who knows them, I could reach out to that person – not put it on Facebook, but just kind of reach out directly to individuals and say “Here’s what I’m working on. I’m offering 12% on your money, and I’ll give you 10% on the upside. You will be active, but your role is going to be very minimal in the deal.”
Mauricio Rauld: Well, if you’re going the active route, they’ve gotta be active… So if we’re gonna make these guys active, let’s make them active. What I’m suggesting is if you have one person identified and you just pick up the phone and call them, or have a meeting with them and have them invest with a 9-month note or less, they’re gonna be fine… But if you send out a blast to your investor database saying, “Hey, I’m looking for one individual to do a loan for me”, that’s probably gonna be considered an investment contract, because you’re marketing it to more than one person.
The promissory notes are very tricky. You really need to speak with experienced counsel when it comes to promissory notes, because even [unintelligible [00:07:41].12] promissory notes, essentially it boils down to “if the promissory note looks like a security, acts like a security and quacks like a security, it’s probably a security”, so there’s not a great deal of guidance on that. But certainly, if it’s nine months and you just picked up the phone with one person, I think you should be fine.
Joe Fairless: Okay. Then really the question becomes “What is active?”
Mauricio Rauld: Right. When I do an active deal, I want them to be co-managers of the LLC and I want them to be involved in the decisions. Again, they can’t just write you a check and go home, because if you’re generating the return, then that’s gonna be a passive investor. They’ve gotta be involved in the flip and you guys have to make joint decisions, from hiring the contractor and getting the project done. It’s almost like you’re starting a business, as opposed to just having a passive investor.
Joe Fairless: Okay. And then one slight variation to this scenario and then we’ll move on – I have a pre-existing relationship with someone, I’m doing a fix and flip, eight months; I reach out to that one person and I say “Do you want 12% on your money, and 10% on the upside when we sell, and you’re gonna be completely passive?” Is that a security?
Mauricio Rauld: If it’s less than nine months, it’s not gonna be considered a security.
Joe Fairless: Got it. So they can be completely passive, and it’s not considered a security if it’s less than nine months.
Mauricio Rauld: Correct.
Joe Fairless: What if that project extends unexpectedly from eight months to ten months?
Mauricio Rauld: Well, you can’t extend it. You’re basically at that point in breach of your note, and you’ve gotta proceed with the consequences of the breach… So whatever the [unintelligible [00:09:07].10] in there, you don’t wanna be extending it at that point, because then you’re running the risk that you’ve gotta prove now that you didn’t intend from day one to really make it 10, 11, 12 months… And that’s why it gets tricky with the promissory notes.
Joe Fairless: Cool. Alright, well you’re welcome, fix and flippers. I don’t fix and flip, but we have a lot of fix and flippers. We’ll move on to number two, but to summarize – if you have a pre-existing relationship with someone and it’s less than eight months and they’re passive, then that is okay to do.
Mauricio Rauld: Yeah, and for your show notes I’ll get you the statute that shows you that the promissory note that’s less than nine months is not considered a security. Again, the note may be considered an investment contract, which is a security, and that’s where it gets a little bit complicated.
Joe Fairless: Number two.
Mauricio Rauld: Number two, let’s talk about — once we’ve identified that you’re dealing with a security, then I always tell people it’s really only three things we need to worry about. Number one, we need to register that security with the Securities and Exchange Commission (SEC), or number two, we have to find an exemption to registration, or number three, it’s illegal. Those are really the three things. You need to register your security, you have to find an exemption, or it’s illegal.
Usually, I go with the assumption that you’re not in the business of doing an illegal offering, but illegal doesn’t necessarily just mean you’re committing fraud, and you’re trying to defraud your investors; obviously, at least in your world, nobody’s trying to do that… But illegal offerings can be as simple as omissions, failing to put some disclosures in your documentation, it can include things like over-promising on your returns… If you suddenly tell people “Hey, look, I promise you a 30% return” – they call that kind of a blue sky representation; it’s kind of out there. So anything that breaches the securities law in that sense would be illegal.
You never really want to register your security, the reason being that it usually takes a couple years to do. I mean, you’re dealing with the Federal Government, so it takes a while to get it through the process, and it usually takes six or seven figures to get that through the process. So if you’re an investor and you’re in a contract to take down an apartment complex, for example, you just don’t have a year or two years to wait for the SEC to approve your syndication… So typically, we look for an exemption, and that’s really where I live, that’s what I do 100% of my time – finding the appropriate exemption to the registration… And fortunately for us, there’s a couple of exemptions that about 95% of the people use, because they’re popular and they have a particular function, which I’ll go into… And that’s probably the ones that you’ve heard of before, Joe, which are these Reg D offerings, specifically 506(b) and 506(c). Those are, according to the SEC, the most popular exemptions, and the reason for that is quite simple.
Number one, they provide us with what’s called the safe harbor, which means if we comply with all of the rules of 506(b) or 506(c), then we’re assured that we’ve complied with the exemption and we’re clear. Other exemptions don’t have that safe harbor, so we have to start making arguments, we have to convince the regulator that we comply… But with these 506 exemptions, if we hit these five or six items, then we’re good to go.
Then the other big deal with these is that they pre-empt state law, which is just a fancy way of saying we don’t have to worry about the state laws, as they pertain to the registration of the securities laws. We still have to worry about anti-fraud provisions, so we still can’t obviously commit fraud, and that’s what the states really are focusing on right now, but we don’t have to go and hire an attorney in every single state and make sure that we’re complying with the securities laws of that particular state, because the Federal rules will pre-empt the state law. So that’s primarily why these two exemptions are the most popular out there.
Joe Fairless: You said they provide a safe harbor if we complied with them and are in the clear on five or six items. What are those five or six items?
Mauricio Rauld: Well, let’s go through them. The first for both of these is that you can raise an unlimited amount of money, which is one of the reasons you’ll see a lot of these even huge brokerage firms like the Charles Schwabs of the world, and Goldman Sachs and J.P. Morgan – they sometimes raise billions of dollars under this 506 rule, because you can raise an unlimited amount of money… So that’s a nice thing.
Number two, on 506(b) you are allowed to accept a limited number of non-accredited investors. And so that we don’t leave anybody behind, an accredited investor is essentially anyone who has a net worth of a million dollars of more excluding their primary residence, or earned $200,000/year for the last couple of years, with a reasonable expectation of earning that amount this year.
A lot of first-time syndicators tends to go out to their friends, their family, people in their network, and a lot of them tend to be non-accredited, so 506(b) allows us to take up to 35 non-accredited investors, as long as they are sophisticated.
506(c) does not allow us to take any non-accredited investors, and there’s a reason for that, which we’ll get into next.
The limitation on 506(b) is that we are prohibited from advertising or generally soliciting. We have to essentially stick to people that we have a pre-existing relationship with, a substantive pre-existing relationship. With the 506(c) we’re actually allowed to advertise. Really, the 506(c) was kind of the new rule that came out and implemented in September 2013, that lifted that prohibition of advertising, so now it is possible to go out — if you wanna put an ad in the Super Bowl, knock yourself out… If you wanna do a podcast, a radio show, a webinar, Facebook ads – you can do that under 506(c), but again, your limitation on 506(c) is you cannot take any non-accredited investors; all of your investors must be accredited. Furthermore, you must take what’s called reasonable steps to verify that your investors are accredited. That’s not a requirement in 506(b). And in 506(d), which is the old rule, which still is in existence today, and actually is still way more popular than 506(c), we can rely on their representation. We prepare a questionnaire; it’s basically a check-the-box, they tell you they’re accredited or non-accredited, and you can rely on the representation.
But when we’re talking about 506(c), where you’re allowed to advertise, we cannot rely on check-the-box verification; we must take what’s called reasonable steps to verify, which generally means looking at tax returns. If you’re claiming that you’re earning more than $200,000, you’re looking at either a W-2, a 1099, your tax forms… And there are other ways to do it as well, but that’s what I think most people rely on in terms of verifying your investors.
With either one of these, you cannot accept what’s called “bad actors” as sponsors. So if you partner with someone who’s had some kind of a history of a violation, or sort of a slap on the wrist for some securities violation or something to that effect, you will either be prohibited from being a sponsor in that deal, or if it happened before 2013, you have to disclose that.
I think those are kind of the main ones…
Joe Fairless: Okay. Not to take this off-track, because I do wanna continue on one and two, but one question that I get a lot is “If I don’t have a deal, what can I say and can’t I say about my business?”
Mauricio Rauld: Great question. If you don’t have a deal, it’s not impossible, but it’s hard to really make an offer… Because when you have a security, you make an offer sale – but if you don’t have a deal, it’s hard to make an offer, unless you’re what’s called “conditioned to market.” So you can definitely talk about your company and what they do, the kind of investments that your company invests in… What you wanna avoid a little bit is talking too much about your prior returns, and also just “Hey, this is what we do – we invest in multifamily and we tend to give investors a 10% return.” That’s the stuff you wanna avoid because of what’s called conditioning the market, which is very similar to making an offer.
So talk about your business, talk about the people – which is probably one of the most important things anyway – talk about your team, talk about what you do, but don’t talk about the types of returns that you anticipate giving investors… And I would probably be staying away from talking about prior deals, because again, it might be viewed as “This is the type of deals we’re doing in the future, and these are the kind of returns that we’d be expecting to give you”, which is conditioning the market.
Joe Fairless: Well, does that mean you should not have case studies in your company presentation?
Mauricio Rauld: No, case studies are fine. What you wanna stay away from is showing people what the returns were for your investors. If you wanna say “Hey, I’m in the business of investing in multifamily” – and again, when you say case study, I presume that means something that you haven’t done; it’s sort of an example…
Joe Fairless: No, sorry – let me clarify… Case study meaning a property that that company has done previously, and the results of that from (I was thinking) a returns standpoint, plus just overall business plan that was implemented successfully.
Mauricio Rauld: Yeah, I would stick to the business plan that was implemented successfully. “Hey, we bought this building at X, we spent X amount of money on cap-ex, we increased the occupancy, we increased the rents, and it was a very successful execution of the plan.” What I would stay away from is “Hey, if you invested $100,000 in that deal, you would have made 12% cash-on-cash, and then a 30% IRR” or whatever, because that could be viewed as conditioning the market.
Joe Fairless: So that was number one, “Is it a security?” Number two, well, if it is, then we need to register the security, find an exemption, or just do something illegal… So either register the security or find an exemption. Anything else on two?
Mauricio Rauld: I think the one thing — I think I’ve mentioned it, but just to kind of tie it all together – in both 506(b) and 506(c) they do pre-empt state law, so we don’t have to worry about the states too much regarding the securities laws. But the states get a little bit neglected, because think about it – their powers have been stripped quite a bit with these new rules… So I kind of joke around that they’re kind of sitting around, twiddling their thumbs; they don’t really have too much to do over the state side, so when they do get something, when there is some kind of impropriety or somebody that’s claiming some kind of fraud, they tend to jump all over it… So really the states are really what we’re usually worried about when it comes to securities violations. I’m not saying it never happens, but it’s very rare for the SEC itself at the Federal level to get involved with these — most people are raising a million, two million dollars… I mean, that’s not where the SEC plays. They’re looking for the Bernie Madoffs, they’re looking for the Ponzi schemes, they’re looking for the people who are out there intentionally defrauding investors.
If you fail to disclose something, if you get too carried away with some of your projections, it’s the states that are really gonna jump on you, because that’s the only thing they have left to hang on to, is these anti-fraud provisions. So if there’s a complaint, it’s probably gonna be a complaint to your state regulator, and it’s probably a call that you’re gonna receive from the state regulator, versus the SEC… Because like I said, I think that they’re just a little bit bored over there, because they’ve had most of their power stripped away from them.
Joe Fairless: So let’s say you get that phone call from a state regulator… What happens?
Mauricio Rauld: I’ve gotten those a few times, and I’m happy to say we’ve passed those with flying colors… But the first thing a state regulator is gonna ask you is for all your disclosure documents that you’ve provided in this particular deal that’s at issue, and then most likely all of the prior deals as well.
We got a little bit ahead of ourselves, but once we’ve picked this exemption, what we typically do is we provide the investors with all of these disclosure documents. They typically include a private placement memorandum (some people call it a PPM), which is just where we put all the disclosures and all the ways that the investors can lose their money. They have an operating agreement that the investors are gonna be a member of, we have subscription agreements, we have investor questionnaires, and obviously the business plan.
So when a regulator calls, that’s the first thing they’re gonna ask for. It’s really powerful when you’re able to send over to the state regulator a package of 150 pages or however long your disclosure documents are, along with all the signature pages and you’ve got all your i’s dotted and your t’s crossed.
Typically, in my experience, at least with the ones that I’ve gone through, once we’ve provided them with all the documentation, they realize that this is not really low-hanging fruit for them, and that we’ve actually done our work properly, we’ve had sophisticated counsel, and they kind of move on.
What they’re looking for – and I’ve had this on the other side of the equation, is they ask for all the documentation and they literally get two or three pieces of paper because they didn’t really have any of the disclosure documents, or they had a two-page business plan and that was it… Or one of those scenarios we talked about earlier, where the person didn’t think they were dealing with a security, so they didn’t really worry about any of that stuff. That’s where the securities regulators get all excited, because now they’ve got kind of low-hanging fruit and it’s something easy for them to go after.
Joe Fairless: What’s the investment into the legal documents, so that everything is registered properly and disclosed properly?
Mauricio Rauld: When you say the investment–
Joe Fairless: How much does it cost? I think of it as an investment in peace of mind…
Mauricio Rauld: Sure, absolutely. I usually recommend putting a line item in your budget, because all of this is obviously reimbursed at the time of the close… But I usually put about $15,000 for what I call “Legal and Compliance”, and that’s a combination of the attorney fees, and also the state filing fees.
One of the things we have to do at the conclusion of the raise is we file with the states a notice filing; we file with the SEC what’s called a Form D, which is just a form that tells the SEC, “Look, I’ve just raised a million bucks from five non-accredited investors, or ten non-accredited–“, just basic information, and then we file a copy of that with the state… And each state, what they’re really looking for is their fee. Each state charges anywhere from a couple hundred dollars to $500 for that filing.
So depending on how many states you have in there, it will cost you probably another $1,500-$2,500 in filing fees. So I always recommend putting $15,000 in the budget for sort of a standard real estate syndication.
Joe Fairless: And just to make sure we clarify… That’s specifically for the securities aspect of the deal; that’s not the real estate attorney who’s working on the contract and other items.
Mauricio Rauld: That’s a great distinction. This is for the securities attorney. You will typically have a securities attorney, who’s dealing with all the securities work and drafting the PPM and all the disclosure documents; you might have a real estate attorney, who’s actually handling the purchase and sale agreement, that’s handling the loan, that’s handling the financing part, and if you’re doing a 1031 exchange you might be even handling it with a 1031 expert and you may even have a tax attorney. So there’s numerous attorneys; I’m specifically focused on the securities compliance part, the legal and compliance.
Joe Fairless: And what’s number three?
Mauricio Rauld: Well, number three… I guess the next step is once we’ve identified what exemption – let’s say we’re gonna go with a 506(b), because we don’t intend to advertise, we have pre-existing relationships with everyone… Then we go into actually drafting all the documentation – the private placement memorandum (PPM) is probably the most important one of those… Joe, I’m sure you’ve gone in for surgery before, and I’ve just had my wisdom teeth taken out a few years ago, and you know you go under for about 30 seconds to get those things off, and they give you that medical consent form, that yellow piece of paper that tells you all the ways that this surgery can go wrong, including death; I can die from getting my wisdom teeth out. Obviously, the chances of you dying are slim, but it’s in that paper, you sign off on that, and that’s the medical consent form. It’s very similar on the securities side, with the PPM – just all of the risk, all the ways you can lose your money, all the ways that this deal can go south gets put into that documentation… So it’s a little bit of a scary document for some.
You almost have to oversell your on the front-end, with your business plan and your conversations with the investors, because no one’s going to invest in your deal based on the PPM. If anything, it’s gonna scare them off a little bit, so you almost have to oversell your deal, so that when they read the PPM they get a little bit concerned, but they’re still good to go because you’ve done such good job on the front-end.
Joe Fairless: Number one, is it a security? Number two, we need to register it or find an exemption, and number three is make sure all the documentation is in order?
Mauricio Rauld: Yeah, I call them the offering documents; some people call them some different things… But the offering documents, which are composed of a PPM, which has a disclosure, the operating agreement, which will be where all of your terms and conditions of the deal will be included… So what are the splits with the investors, are you giving them preferred returns, what are the voting rights, what if somebody wants to get out – all that information gets put into the operating agreement, because your investors (remember, they’re going to be a passive investor) are gonna be a part-owner of your LLC, or your LP or whatever the structure you’re using… So obviously the operating agreement is important.
There’s a subscription agreement, which is the document that actually the investor signs and puts in how much money they’re investing, and that’s the document that actually triggers the investment.
Then there’s an investor questionnaire, which if you’re doing a 506(b) and it’s check-the-box, we have several questions for the investors so that we can find out their level of sophistication, we can find out what their net worth is, make sure they’re accredited, and if they’re non-accredited we just keep track of it so we don’t go over 35.
If it’s a 506(c) deal, we also do a questionnaire, but I typically recommend — it’s such a compliance nightmare… I usually recommend outsourcing the verification process. There’s numerous companies out there that will verify your investors and make sure they’re accredited, for a very reasonable price – somewhere around $80-$100 per investor – so you can just add that to your budget. That way, if you’re doing a 506(c), that means you’re advertising, that means you’ve got some investors you’ve never met before… It’s just not a great thing where you’re asking this new person for their financials and their tax returns and their property appraisals, and their brokerage accounts… That’s just not something you wanna be involved with, so these third-party companies – they deal with that, they go gather the information, and then you get what’s called a deliverable from that company that says “Hey, we’ve done our job, we’ve done the verification, and this person is in fact an accredited investor.”
Joe Fairless: Mauricio, how can the Best Ever listeners get in touch with you?
Mauricio Rauld: The best way to get in touch with me – actually, I’ve got a report, which is The 8 Critical Steps to Practicing Safe Syndications. If they e-mail me at email@example.com, and just put the word “Fairless” on the subject line, I’ll make sure you get that and we can then start a conversation.
Joe Fairless: Wonderful. Our team member Grant already has that in the show notes; I can see it right here, and it’ll definitely be in the show notes whenever we publish this episode.
Thank you so much for being on the show and educating us on securities as it relates to syndication. The three steps – one, is it a security? Two, we need to register it or find an exemption, and three is to draft the documentation… And typically, we do the exemption, which tends to be Reg D, a 506(b) or 506(c). There are some things that we talked about for fix and flippers and others in that scenario; if you have a relationship with one person, and they’re passive, and it’s less than nine months, it’s okay, it’s not a security.
A couple things that we also talked about – allocate about 15k for legal and compliance as a line item in your budget if it is a security, and also, when you don’t have a deal, it’s okay to talk about your business, about what you do, but there’s a phrase, “conditioning the market”, that you wanna be careful about, where you’re talking about what type of returns that you’ve done in the past.
Thanks for being on the show. I hope you have a Best Ever day, and we’ll talk to you soon.