Joe and Theo are back for the final installment of our four part series about the recently released, Best Ever Apartment Syndication Book. This part is all about securing the funds and executing on your business plan. Hear how they execute their business plans for their investments. I’m positive they will mention at least one strategy you have not heard before. If you enjoyed today’s episode remember to subscribe in iTunes and leave us a review!
Mentioned In This Episode:
The First Three Parts of This Conversation:
JF1452: Best Ever Apartment Syndication Book: Part 1 – The Experience #FollowAlongFriday with Joe and Theo
JF1459: Raising Private Money | Best Ever Apartment Syndication Book (Part 2 of 4) #FollowAlongFriday with Joe and Theo
JF1466: Finding and Underwriting Apartment Deals | Best Ever Apartment Syndication Book (Part 3 of 4) #FollowAlongFriday with Joe and Theo
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Best Ever Listeners:
Do you need debt, equity, or a loan guarantor for your deals?
Eastern Union Funding and Arbor Realty Trust are the companies to talk to, specifically Marc Belsky.
I have used him for both agency debt, help with the equity raise, and my consulting clients have successfully closed deals with Marc’s help. See how Marc can help you by calling him at 212-897-9875 or emailing him firstname.lastname@example.org
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.
Today is Follow Along Friday. We’re gonna be talking about the fourth part of doing an apartment syndication, and if you are just joining us, well, we’ve got three other conversations that I recommend you listen to. The first one was about the experience, how you get the experience you need in order to do a syndication; the second part is money, how you attract private money; the third is deal – how do you attract deals constantly to you, and then how do you run the numbers on those deals… And now the fourth – you’ve successfully done the first three, so you’ve got the experience, you’ve got the money, you’ve got the deals, now how do you actually execute?
Before you can actually execute, you’ve got to actually secure the money, and there are two main components of that. One is debt, and the other is equity. Theo and I are gonna be talking about some ways to secure the debt and the equity, and some things you should think about.
Yesterday I got our book in the mail, and Theo, I’m so proud of this thing. Is this showing up on camera, Theo?
Theo Hicks: Yeah, I can see it.
Joe Fairless: There we go. For everyone listening on the podcast… We’ve got a YouTube channel and you can see it, but it’s something that will be very helpful for a lot of people who — well, I don’t know about a lot of people, because apartment syndication is a very narrowly-focused business model, but for everyone who is doing apartment syndication, I’m confident that it will be very helpful for you.
We’ll kick it off today, and start talking about getting the money.
Theo Hicks: Exactly. As Joe mentioned, at this point in the process you have the deal under contract, and before you close on the deal you need to do two things. Number one, you’re gonna perform due diligence, which we’re not gonna talk about on this episode, because we’ve actually dedicated two podcasts to going over the due diligence… It’s episode 1116 and 1130. In the first one we go over what due diligence documents you need to get, and in the second one we talk about how much it costs… Which is important, of course.
Joe Fairless: Nice work having those episodes handy, Theo. I appreciate that.
Theo Hicks: Thank you. I’ve learned from the best, Joe. And then secondly, why you’re doing that [unintelligible [00:05:24].02] financing for this actual deal. Typically, when you think of real estate, you’ll get that loan from the bank, and then you yourself will fund the down payment. Well, since you’re syndicating this deal, part of the money will still come from the bank, and the other part will come from your passive investors.
In regards to [unintelligible [00:05:42].29] from the bank, there’s a couple of things you need to do in order to accomplish that. This is when you are reaching out to the lender and asking them what type of loan program you can qualify for, and whether or not you or the deal will qualify for financing.
There are four things you need to do. The first thing is you put together a biography; this is a biography for yourself and for everyone else that’s involved in the deal – your management company, if you have a mentor… Anyone who’s involved in the deal, a sponsor – they wanna know who these people are, what their relationship is to you, what their background is, and how all those three together relates to the deal in question.
One of the things that the lender will look at is the actual person they’re loaning to, and they wanna know that this person is gonna be able to execute the business plan, so they can make their money back. They wanna know who’s involved in the deal, so that they can make that decision. So that’s number one, you need bios.
Number two – they’re going to ask you for the financial statements for the actual property. It varies from lender to lender, but generally you’re gonna have to send them the historical profit & loss for the last 12 months to three years (usually 12 months). Then they’re also gonna want a current rent roll for the property.
Sometimes the lender might look at the trailing three months for some things, or the trailing one month for other things, but in general, they’re gonna ask you for those two documents, and then they’re going to essentially underwrite the deal themselves to make sure that going in, the debt service coverage ratio is above a certain threshold, so that they know that you can cover the mortgage payments with the current income.
Joe Fairless: And what are the thresholds that are typical?
Theo Hicks: For agency debt is usually 1,25. Essentially, what that means is that the NOI is 125% of the debt service, so they know that they’re confident in your ability to pay back the debt service, because we’ve got that 25% buffer between the NOI and the debt service. Then for bridge loans, sometimes it’s the same, sometimes it’s 1,1… It kind of just depends on the lender. So these are all things that you wanna ask your mortgage broker or your lender, because it varies… But for agency debt it’s usually 1,25.
Joe Fairless: And what’s agency debt?
Theo Hicks: We’re actually gonna go into it in the second part. So that’s number two. You’re gonna need a profit & loss statement and a rent roll. Number three is they’re also going to want your budget and your business plan. They know how the property is currently operating, but they wanna know how it’s going to be operating after you take over the property, and also what you plan on doing to the property. As a value-add investor, what you’re gonna wanna do is you’re gonna wanna send them your stabilized expenses, you’re gonna send them your stabilized rents and revenue line items, and you’re also gonna wanna send them your capital expenditure budget, so they can review all of that and make sure that, again, once all those are done, [unintelligible [00:08:35].24] accurate, number one, and number two, will you still be able to pay the debt service once the property is stabilized. So that’s number three.
And then finally, they’re also gonna want the personal financial statements from essentially everyone who’s signing on the loan. I actually went through this process a couple of weeks ago, talking to mortgage brokers, and sometimes they’ll want you to send it to them before you have a deal, just to expedite the process, and it’s one less thing you have to do when you actually find a deal.
One of the benefits of doing it beforehand is you can see how much debt you qualified for, based off of your net worth and your liquidity. If you can qualify for a one million dollar loan, but your plan is to buy a ten million dollar property, then you’re gonna have to bring a loan guarantor. A loan guarantor is someone who meets those liquidity and net worth requirements. Usually, their net worth is equal to 100% of the loan balance, and your liquidity is 10% of the loan balance at close. You’ll find that person and they’ll sign the loan, hopefully qualify for the loan, and in return you’ll compensate them either a one-time fee at closing, or a percentage of the general partnership, depending on the type of debt that’s being secured.
Joe Fairless: And/or. It could be both.
Theo Hicks: Yeah.
Joe Fairless: And one thing to mention on the financial statements that are being submitted – not only for a loan guarantor, but anyone who has 20% or more ownership in the deal. So that’s why as general partners, when we send the opportunity out to our private investors, we cap the amount that any one investor can invest at 19% of whatever the equity is.
For example, we’ve got a deal, the equity raise is 21,5 million – we capped it at a little over four million dollars, so that they stayed under the 20% trigger. What it does is it triggers the Know Your Customer Clause with the lender, and then they’re underwritten, and passive investors (at least our passive investors) don’t wanna go through that process, because it defeats the purpose of being passive.
Theo Hicks: Exactly. So for those four things that I mentioned – the biographies, the financial statements for the actual deal, you and/or your loan guarantor financial statements, and then the budget and the business plan… These are all things that you want to at least discuss with your mortgage broker before you actually find the deal. You don’t wanna just do this after you find the deal, send them all the bios, send them all the financial statements…
Also, for your business plan and actual deal financial statements – you can send those to the mortgage broker beforehand as well, so they can tell you ballpark the type of debt you can qualify for. Most of the mortgage brokers I’ve spoken with have had no issue with me sending them all of these things, as long as I don’t do it for every single deal and never close on a deal… You’ve gotta keep that in mind, too.
Joe Fairless: And in addition to financial statements, you’ll want to have your real estate owned schedule complete; that basically shows how much real estate you currently own, and it shows the debt that you have on it, when you bought it, if it’s an apartment building what’s the NOI, who is the loan with, when is the loan due, what percent ownership do you have in the deal, and ultimately what your equity is worth in that deal. You’re gonna be asked that, so you might wanna have that prepared now, than just add t it and update it whenever you do get a deal.
Also, from a liquidity standpoint, they’re gonna wanna see a bank statement within the last 60 days that shows whatever your liquidity is. So if you know you’re gonna be buying a property in the next 4-5 months, just keep that in mind, that you’re gonna need to provide a bank statement for the last 30-6- days of whatever you have, and that’s what you’re gonna be showing them whenever you close… So if you need to be more cash-heavy during that period of time, then approach accordingly.
Theo Hicks: Exactly. So that’s the first part of the financing – the debt from a lender. The second portion is gonna be the money you raise from your passive investors. The rule of thumb for how much money you’re likely going to need to raise – it’ll be approximately 30%-35% of the total project costs. You’re gonna have your LTV and you might have to put 20% down for the actual loan, but you might have to raise additional money for the acquisition fee, for the operating account fund, for closing costs, financing fees, if you pay for renovations out of pocket you need to raise money for that… So a good rule of thumb is 30%-35% of the total project costs.
Now, there are actually two main types of equity that you can raise. I guess these are two different ways you can structure with your investors. Number one is the equity, which is the most common… And that is when you raise capital from passive investors, you offer them a preferred return, and they will participate in the upside of the deal. So there will be some sort of profit split where they will make a percentage of the sales proceeds. That’s number one.
Number two – there’s also a different kind, that is similar to actual debt. In this situation, you’ll raise money from passive investors, but they won’t participate in the upside of the deal, just like a lender isn’t paid in the upside of the deal. Instead, they will receive a higher ongoing return. I’ve actually learned that it’s called a coupon rate. Essentially, they’ll get an interest rate on their money for a specific period of time, whatever you agree to. Then once that period of time is over, you will return the capital to them, whether it’s through a refinance or a supplemental loan. Then you as a syndicator own the deal free and clear.
Now, from my understanding talking to a few mortgage brokers, you can either do one or the other. So you need to have all equity or all debt. Usually, the debt works better if you only have a handful of investors that are investing a lot of money, as opposed to someone who’s investing 50k. But you can also do a combination of the two. You could have the majority of the capital come from a debt investor, let’s say 80%-90%, and then the remaining 10%-20% can be equity investors where you raise 50k here, 100k here from people to fill up the remaining equity.
Basically, what I’m saying is there’s unlimited ways that you can structure these types of deals, so make sure that you are having a conversation with your investor, so you know what types of returns they want and what type of structure they want, and then also have a conversation with your attorney who’s gonna be creating this operating agreement between you and your investors… Because if they are an apartment syndicator specialist, which they should be, they will have experience creating all types of operating agreements, and they can give you an understanding of how to approach it.
I actually had a conversation with a couple of real estate attorneys this past week, and they recommended that we start simple and just start doing the equity, where you offer a preferred return, and then upside in the sale… But as we grow, we could create more and more complicated deal structures based off if we have one big investor, or we find a certain type of deal, things like that. I just wanted to mention that before we get into actually how to secure capital and the process for doing so.
The process for securing capital – we have a four-step process for doing so. The first step after you have the deal under contract is to create an investment summary.
Joe Fairless: Oh, you paused because that was my cue to start talking, wasn’t it? [laughs]
Theo Hicks: Yeah, I did…
Joe Fairless: Alright, I’ll talk about this… But you said you were gonna mention agency debt and bridge debt, and you didn’t talk about those; can you quickly define those two and talk about it?
Theo Hicks: Yeah. Agency debt is essentially permanent long-term financing. This is debt from Fannie Mae or Freddie Mac, and the terms can be 5, 7, 10 or 12 years. This is a set it and forget it debt. So you’ll get your debt, you’ll have preferably a fixed interest rate – sometimes it might be floating – you’ll have a specified LTV and debt service coverage ratio, you’ll get your loan; you won’t pay the same payment for the length of the term, unless of course you get interest-only, which means you’ll be paying a bit less upfront.
The point is that this is a loan that’s longer-term in nature, so based off of how long you’re planning to hold on the property, you’re going to make sure that your loan term is longer than that… So if you plan on holding for five years, you want a loan that’s five or more years; seven years – seven or more years.
A bridge loan, on the other hand, is shorter-term in nature. They can be as low as six months and up to three years, and then you’ll usually have an option to buy extensions of six months to one-year extensions… So it’s possible to extend it out up to five years, but essentially you’re gonna get a bridge loan when the deal doesn’t qualify for permanent financing.
If you remember what I mentioned earlier, it means to have a debt service coverage ratio of 1,25, and it needs to have a — I can’t remember exactly what it is, but it needs to have a certain occupancy rate. I can’t remember exactly what it is. It might have been 80%-85%… But it needs to be above a certain economic occupancy rate, or it won’t qualify for permanent financing. If that’s the case, your other option is a bridge loan, which is shorter-term in nature; it’ll allow you to cover the renovation costs, so instead of it being an LTV (loan-to-value) loan, it will actually be a loan-to-cost loan… So you’ll figure out what the purchase price is, plus all the capital expenditures, and then they’ll fund a percentage of that, and then they’ll provide you with draws for renovations along the way.
But essentially, the main difference is the length, so the agency debt is longer-term in nature… And then number two is the types of deals that qualify for this financing.
If the deal is essentially stabilized, you can qualify for agency debt. If not, a bridge loan is your other option.
Joe Fairless: Yeah, and interest rates will be higher for bridge loans. Your leverage can be lower for bridge loans, so if you were reckless and you wanted to juice your returns, so increase your returns as much as possible for every single deal, you’d just do interest-only bridge loans, and you’d look to exit out in two years, and then you just keep doing that… But the problem is they’re riskier, and you really should do them just for value-add deals.
The one way they’re riskier is let’s say you are doing renovations and your renovations are not going as planned – well, there are certain loan covenants with any loan, things you have to adhere to during the course of ownership in order to continue to be in good standing with the lender… And with a bridge loan, as Theo mentioned, you are not receiving the cap-ex funds at the beginning, but rather you’re receiving them in draw periods, just like a fix and flipper would receive it from a private money lender. They show that they did the works, and pictures, and they show reports, and proof of the work being done, and then you get reimbursed.
Well, on an apartment community, if things aren’t going as planned or you have a downturn in the economy or whatever takes place – any number of circumstances can take place – and your occupancy dips below a certain level, or your debt service coverage ratio dips below whatever level, or collections dips below a certain level (whatever the covenants are in place with the lender), well guess what? They’re not gonna send you the money to reimburse you for the work that you’ve done, and that’s a huge problem for you. You’re gonna have to either front the money, or you’re gonna have to do a capital call, or you’re gonna let the project sink. So there’s more risk involved with a bridge loan, significantly more risk. So while you can get higher returns, there’s significantly more risk involved, so you’ll wanna be very judicious with how you pick your loan options.
Theo Hicks: Exactly. And you are able to get some capital expenditures covered in agency debt. Essentially, what they do is they’ll (again) provide you a loan as low as 1,25 debt service coverage ratio… So if at the current purchase price without including renovations it’s above that, then you can increase the size of your loan until it hits that 1,25, and then whatever extra you have on top above the purchase price can go towards renovations. That’s how you can get around funding at least a portion of your renovations with agency debt… Whereas for the bridge loan they’ll just do it based off of the loan to cost. There is a debt service coverage ratio requirement – I think it’s 1,1, so it’s much lower, because they understand the deal is distressed and the NOI is going to increase over time. That’s why it’s important that you have a solid business plan to show them. But it is possible to have renovations covered with agency debt, too.
Joe Fairless: Cool. And now on the equity side, real quick – equity side, the process for securing the capital… Because Theo just talked about debt, and now there’s equity to secure with your private investors, the four-step process for securing the capital. This assumes by the way, that you’ve already done the legwork to cultivate your network, your position as a thought leader, you have the team in place to have the credibility and the experience to execute the business plan… So this assumes all those other things that are in place.
Now you’ve got the deal, and what do you do? Well, you create an investment summary. There are many things you can include in the investment summary. There are the legal documents, which are the private placement memorandum, the operating agreement, the subscription agreement and a couple other things. They will have all the details and then some. It’s gonna be probably over 100 pages whenever the attorneys are done. Sources and uses, the distribution priority spelled out in detail etc. So you don’t have to replicate those legal documents, but instead just put in the relevant things, which is basically the deal, the market and the team – the good things, and any ways you are mitigating risk for each of those three. So just think about it that way – the deal, the market, the team; what are the relevant things I need to know? At the very beginning of an investment summary have a snapshot of the opportunity with the projected returns, and what the offer is to them, so what are they investing in, and then go into deal, market, team.
So number on is create that investment summary. Number two is notify investors of the new deal in a conference call. Number three is host a conference call and send the recording to the investors afterwards. I use FreeConferenceCall.com. The reason why I do a conference call instead of a webinar is multiple reasons – one, I want it to be more of a conversation, not a presentation. I want investors to be able to have the information they need in advance. That’s why I send the investment summary prior to the call, and then it should be more of a “Okay, you’ve got the information, now let us just talk about the deal and the opportunity.” I don’t wanna present something to anyone, I just wanna have a conversation about it, number one. Number two is with a conference call I can be in my office in a T-shirt, versus I’ve gotta dress up. I don’t like dressing up, so that’s another reason why I do a conference call versus something like a webinar.
So one, investment summary. Two, notify investors of a new deal and of the conference call. Three is host the call – I do FreeConferenceCall.com. You can record it, and make sure you record it and send out a link to the recording afterwards. Do a Q&A sessions at the end of the call too with the investors; that way, you answer all their questions and others can hear the questions that are being asked and the responses.
Number four is secure commitments. Obviously, you’ve gotta secure the commitments, and how you do that is you just tell them “First come, first serve.” At the beginning of Ashcroft, I had to follow up with the investors, because we didn’t have as many investors… So what I did is I asked them at the very beginning, I said “Hey, here’s the deal we’re doing. Reply to this e-mail if you’d like the investment package.” That way once they e-mailed me asking for the investment package, I knew who I had to follow up with if I didn’t hear back from them about investing.
Now I don’t need to do that because we have so much demand. I can just send out the investment package in the initial e-mail, and then whoever invests, invests, and whoever doesn’t, doesn’t, and I don’t have to follow-up with anyone.
So at the beginning you might have to be a little bit more in tune with who you’re following up with, but as your business grows and as you perform, most importantly, then you won’t have to do that. So that’s the four-step process.
Theo Hicks: Perfect. So once we’ve got the capital secured, the financing secured, and the due diligence performed, we close on the property. At that point is when you implement your business plan. So for those remaining steps, to learn more about those, purchase the book – Best Ever Apartment Syndication Book, or go to apartmentsyndication.com and we’ve got blog posts on everything we’ve talked about today, as well as blog posts on the closing and the asset management duties, and how to sell the property at the end of your business plan.
Joe Fairless: And this week still – it’s the first week of launch, so when you buy it, e-mail your receipt at email@example.com and we’ll get you a bunch of free goodies, which include a couple eBooks; one is from Gene Trowbridge, who wrote a book on syndication from a securities attorney’s standpoint… And a bunch of templates and things like that that we send over to you.
Theo Hicks: Absolutely. Besides the book being launched – it’s definitely a huge accomplishment and I’m very excited about this… It’s been a very fun week.
Joe Fairless: One year. It’s been one year, too.
Theo Hicks: Yeah, it has been.
Joe Fairless: We’ve been working on this puppy for one year.
Theo Hicks: Yeah. Do you have any other updates?
Joe Fairless: Yeah. We’ve got a couple deals that we’re working on. Closing on one at the end of this month, closing on another in mid-November. Then separate from that, I play softball; I’ve been on the same team for three years… And the captain of the team, his girlfriend is a real estate agent, and she asked me if I had any insurance broker contracts for a challenging deal that she’s working on, and I gave her the person I work with. She contacted him, and because apparently she’s working on a deal – just a six-unit deal – that had some insurance challenges, and the seller ended up backing out… Well, it’s a deal that is $130,000, and I said “Send me the deal and I’ll forward it to someone I know, and I’d be happy to help you out”, that’s it.
Well, she sent it over to me… $130,000 is the purchase price, good condition, and the rents in total are $2,665. I was like, “What?! The 2% rule…” That’s incredible. I was like, “Wait a second… This is a really, really good deal.” So I sent it over to my friend who represented Colleen and I on a transaction locally… He comes at my meetup every month, and we play poker with our investor group every month, so I’ve gotten to know him really well… And I said, “Hey, here’s the deal. If you want it, great. If you wanna partner up on it, I’d be open to partnering up.” And I know I’ve said in the past that I’m not looking to do smaller stuff, so we ended up moving forward. The way I structured it with him is I am only funding the deal; that is my responsibility. So it took me about $30,000 out of pocket, I’m gonna put in the deal, and he’s gonna work on getting the loan; obviously, I’m gonna have to spend some financials for the loan and that’s gonna be a little bit of a hassle, but other than that I’m passive, and he is gonna manage it.
How we structured it is it’s gonna be 50/50, and the first $30,000 or whatever my final total ends up being that comes out of the property, goes to me. Then after I get all my money back, then the profits are split 50/50. I thought that’s a good way of structuring it, so I’m still passive and I’m not focused on it, because that’s my most important thing – I don’t want to have focus shift from what I’m doing with apartments to something else… But if I can invest some money into a smokin’ deal and I can still remain passive…
And by the way, he says it’s worth $200,000 right now… So we’ve got 70k in equity at closing. Now, I don’t know — plus or minus 10k or so, I’m sure, but… That’s a way that I’m still keeping my focus on apartment syndication and Ashcroft Capital, but then also on the side doing a deal… And how I structured it I wanted to share, because perhaps other listeners who are in a similar position where they wanna remain passive but wanna still build a portfolio, and you come across something, or someone you know comes across something smaller, structure it that way… Essentially, it’s a 0% interest loan that I’m giving to the LLC that we’re buying the property with, and then the first money out of it goes to me.
Theo Hicks: Where in Cincinnati is it located?
Joe Fairless: New Richmond, which is in flood territory, which is the challenge with the insurance… So we’re still determining if the insurance is gonna be a deal breaker or not; so we’re not sure if we’re moving forward yet, but it is under contract, and then we’ll see if things work out. He’s working on all of that stuff, I’m not focused on any of that.
Theo Hicks: That’s a solid deal. I’m sure the insurance is a little bit higher, but the gross rents are as much as the gross rents were at my fourplex which I bought for 220k, so…
Joe Fairless: Yeah… My eyes went like saucers whenever I saw that. I was like, “Alright, maybe it’s worth a couple conversations.”
Theo Hicks: Well, congrats on that, Joe.
Joe Fairless: We’ll see what happens, but I thought it was interesting to share how we structured it, so that it’s a win/win for both.
Theo Hicks: Perfect. Alright. Well, to wrap up, we usually do the Best Ever Podcast review of the week, but since it’s launch week for the book, I figured we’d be apt to do a book review of the week. So make sure you guys and girls pick up a copy of the book on Amazon – it is Best Ever Apartment Syndication Book. If you like the book and it’s valuable, please leave a review for your opportunity to be the review of the week that we read aloud on the podcast.
The first ever book review of the week is from CemSmiley1, who said “A must-read for anyone interested in syndication.” Their review was:
“This book truly goes step by step through the entire process of apartment syndication and questions ask when buying an apartment. There’s a lot of information, but the material is put into layman’s terms as best as can be done, and the material included within each chapter is clearly outlined, which I think will be extremely helpful for referencing.
It’s not necessarily an easy read due to so much info, but a must-have book on your shelf if you’re truly interested in getting into multifamily syndication.”
Joe Fairless: Well, that’s my wife, so we can’t use that review… [laughs]
Theo Hicks: Oh, is it really?
Joe Fairless: Yeah, that’s Colleen… So Colleen, thank you for the props on that. It is an authentic review, so I’m okay telling you that’s my wife, but we’ll use another one… Because she did read every single word in that book and she helped us during the editing process.
Let’s read another one… Let’s read Ellie – “Great book, valuable content!” Verified purchase. This is an Amazon review. She says:
“I cannot recommend this book enough. I read Joe’s previous books and enjoyed them a lot. This is one is, by far, THE BEST. Filled with valuable advice from people who made it in real estate, including the author, Joe. The step-by-step method to start an apartment syndication is well laid out. The book will teach you how to build your brand, team and network. Very well-written and fun to read. Already looking forward to the next one.”
The next one?! Well, I don’t know about a next one on this… [laughs] This was a year-long process, and then some. Ellie, thank you so much for that thoughtful review. I really appreciate it. And Colleen, thank you so much for your thoughtful review; I really appreciate that. And everyone, thanks for hanging out with us. Talk to you tomorrow.