Search Funds - State of the Market Panel Discussion Video URL: http://www.youtube.com/watch?v=jS1laVp0h_o The following transcript is provided for your convenience, but does not represent the official record of this recording; it may contain errors and gaps. Please refer directly to the video recording itself regarding any question of content. Copyright 2009, The Board of Trustees of the Leland Stanford Junior University and the Stanford Graduate School of Business PETER KELLY: So, this is -- again, Bob Oster, Brandon Cope, and Charles Phillips, and I will say we're really lucky because they really have a different perspective on investing than each other does and they both are involved with really good organizations. Charles with one, he's creating himself through his search fund, Brandon with Peterson Ventures which is really an excellent investor and Bob really through a network of investors has created a search fund for a long time. Bob, I noticed humbly on his -- modestly on his bio left out that he was CFO of a division of iTel and Syntax, and Oracle for when they went public. So we have some good brain power in this room. If I could -- let's try to over this way. Sorry, Jefferson. >> [Laughing] PETER KELLY: Is that okay? Can you see over me okay? I'll just sit over here. So, would you guys comment on especially the first hundred days and what you've seen people do well? You can feel free to comment on other parts but I do wanna get on to other questions that are specific to you but on the first hundred days and then anything else that jumps out at you from the discussion. Bob, would you start? PANELIST: Yeah. I just wrote down three notes. It's not exactly first hundred days but I just thought the deal was put together on a false premise and if I had been an adviser of the search funder I'd say find out. You should establish enough credibility with the seller that he's happy to introduce you to employees and customers and is not giving you the standoff malarkey about I'm just not sure how you're gonna bowl and how everybody's gonna react. Once you're in there the two they thinks I've observed, having a good answer to the question, "How do I know what I think I know about the business?" We talked about following the cash and all those things and the most effective thing I've seen is people get involved in the business. They spend some time with the salespeople, they've gone on the shop floor -- hopefully it's not a manufacturing dealer -- they've looked at how the software -- whatever it is. The biggest mistake new entrepreneurs make in my experience in that first hundred days is they're confronted a problem and they immediately try to figure out how to solve it. That's a waste of time. What they should think about who do I know that's dealt with this one before? And the chances are really good if you built your investor base with people who bring more to the table than money and you' ve got a board that's -- there's somebody who you can identify and say I bet -- and call 'em. And that's a huge time saver. PANELIST: So, what I'd say first of all there's not a right answer so I'll give you my opinion but I thought the opinions shared were really solid. And I think my one point that I'll make is tied to Bobs which is, you know, in the MBA student what you love to do is overanalyze everything. So the first thing you wanna do is go in and build some complex model, right, to figure out how to run this business and I would say actually take a step back. And I don't know if you prioritize this, if it was in the order but you mentioned calm the people, get to know the people. I would say make it a people thing first, you know, really get to know the people. Let down some of the analytical prowess you have and just treat it as getting to know individuals, getting out on the shop floor, getting the know the people. I think that's the biggest flaw I've seen is just overanalyzing everything and taking too much of an analytical approach. You gotta have it but remember you're dealing with people and typically they're not people like you. These are people that may have barely graduated high school. So different. PETER KELLY: Thank you. PANELIST: I've never bought a business. I've run them before. And what I can say that I would -- I'm class of '99 so I'm sitin' where most of y'all were sitin' some years ago. But what I can say, you have to let your employees do their jobs and I will tell you that as an MBA your tendency is going to believe that you can do better than they do it. And it's important to remember that your primary job there probably through most of the time that you're at that company if not the entire time is not to do anyone's job for them but to make them -- put them in a situation where they can most effectively do their job which means you basically are a servant of your employees. So you have to remember that because most times -- I mean, you're gonna find yourself in a situation where there are guys that can shut your whole company down if you don't get a long with them. And how do you deal with that? You don't run in there, confront them, and say, "Well, you know, I've done all the analytics. I know the smart thing to do." You may have to swallow your tongue, you may have to swallow your entire pride and just work with that guy 'til he gets right and eventually comes to respect you but still your job is to serve the business. So you have to do whatever it takes to keep things going at the risk of proving that you're the smartest guy in the room which you won't be anymore. PETER KELLY: Thank you okay. We have a set of questions that I'd like to run through and then give time for the students to ask some questions, too. And actually what I may do is go through some of these then I'll put it up more broadly to make sure we cover student questions. So are traditional search fund investors still investing? PANELIST: Yes. >> [Laughing] PANELIST: I would say yes. What I've seen is that there's been a proliferation is search funds and so I think a lot of the investors are, you know, and a lot of the funds somewhat tapped out. But that said, if a great search funder comes along I think people are still investing and looking for great opportunities. PANELIST: We raised our money last November so I'd have to say they are. >> [Laughing] PANELIST: There's more money now than there was then so yeah. Absolutely. PANELIST: Brandon's point's a good one, though. There are a couple of dozen, or I don't know how many, there's a number of people who have been doing this for a long time and are still doing it but the volume of potential search funders relative to that pool means you gotta -- those of you who wanna do this have got to find other people to bring into the fold. I couldn't -- I'm seeing people at the rate of one, sometimes two a week and I mean there's just no way in the world I could do all those deals. I wanna be helpful any way I can so we're all investing but we need more investors relative to the search funders. PETER KELLY: What do you look for in a search fund when you're -- PANELIST: God. >> [Laughing] PANELIST: I'm sorry to be smart aleck. I don't know that I have a good answer to that, personally. You're all bright, goal-oriented, articulate, have good resumes, and now there are more experienced people so for the potential investor, identifying the right ones you wanna do with, you know, have a lot to do with the person connection but also your ability to clearly differentiate yourself. And I don't have a specific guideline how to do that but you need to put some energy into it because -- compared to when I started out, you know, when I'd see one or two a year and they were all sent to me by Irve it was a lot easier than when you're saying thirty a year and they're all very qualified. And so the advice I give 'em is start thinking about what -- how it is -- why you're gonna win and how you can convey that to somebody. PANELIST: I'm gonna agree with that and then add something to it. I think differentiation so just in the last two weeks I've probably looked at close to ten search funders and what's different about you? That's always my first question now is tell me what's different? 'Cause your resumes look exactly the same so what's different? Have you operated a company? Do you have some sourcing advantage? Did you beat Lance Armstrong in the Tour de France in something that's really interesting that really sets you apart from others. I think about that. The second thing that we look for is really -- and I'm oversimplifying here. What we see are two different types of people, generally: Analysts and managers. Okay? And I think typically based on the backgrounds that most of you have you tend to be extremely good analysts and you've proven that but there's less proof about a great manager and a great leader. So if there's so way that you can demonstrate that you have the ability to lead, to manage; right? When I talked to Joel Peterson about Jim and Kevin who I didn't realize this until I talked to Jim today, they didn't have a consulting banking backgrounds. He could see -- what he mentions is that leadership about that he saw in them; right? That ability to manage. So think about how do you demonstrate that ability? I think the other thing that we look for is and Bob said, " God". I mean, the full skill-set, right, which is can you source? Can you do a transaction? Can you lead? Can you get to an exit? Whatever that means. So I would look at yourselves and say look, if I don't have these skill-sets then maybe it makes sense to have a partner who will bring that. So we look for all the skills whether it's in an individual or a partnership. But I think you need to have the full package because others do. PANELIST: And your references are really critical 'cause I always check 'em and I always ask who do you know that could tell me something about these people so we keep -- I keep pushing and -- references are really valuable resource for an investor to get the answers to the questions that Brandon was raising. I mean, if I talk to a former employer and I say, are you gonna invest with them and they say yes and I say why? And they explain to me, because whatever it is. He or she can do the stuff you need done and here are some examples, that's really valuable. And so you feed to be mindful of who it is you're gonna use as references, and what they're gonna say about you, and how they can validate whatever your position is. PETER KELLY: Do you have any opinion, Charles, of what people are looking for in the search funders or the -- PANELIST: Yeah. I think that in this environment you're gonna also have to prove to people that you're not just doing this 'cause there isn't anything else available. I mean, I hate to be that way but for me I quit my job last March -- well, March of what is this now? PANELIST: '09. PANELIST: I quit in March of '08 and pretty much I didn't do anything from March of '08 to November of '08 except raise money. And I pretty much let everybody know most of the guys in the room have spoken to me who aren't you and I said, "Hey, I'm gonna get this done one way or the other. If I gotta go to Timbuktu to raise the money I'm gonna get it done but I will spend in two years trying raise the money to get there." You ask yourself if you have that kind of commitment to this and if you don't it may be a sign that this is not what you wanna do. The process is hard beyond that. Running a business is really tough. So, you know, one of the problems that I faced is when I came out there was this whole metric of guys running around saying I raised my money in three months. That wasn't me. On the other hand what I was able to say was I walked away from a job that paid me $300,000 a year to come do this for 80 grand and try to find a business to buy. That was my differentiator. Do any of you guys have differentiators like that and you don't have to have them now but you can build them. So if you really wanna do this, I mean, are you prepared to take two years to go get another job that will sure up what you don't have and then come back and do this? If you have that kinda story you gonna essentially get it done but if it's something that you look up a year from now and say, "God, what did I do with my time?" You might not wanna do it anyway, especially in this environment. PETER KELLY: What do you think makes a successful search fund acquisition? In the deals you've done that have turned out well or you've seen them turned out well what do you think makes a successful deal? PANELIST: That's a tough question to answer. PETER KELLY: That's why I knew you could handle it. >> [Laughing] PANELIST: Because search funds in their respects are -- one of the things that search funds have in common with the venture business is, not always but most of the time companies can be wildly successful for reasons that have nothing to do with why you invested in the first place. I can give you lots of examples. Two of them are right here in the room. So the successful ones just have a lot in my case -- I don't know what it is, luck or good judgment, just picking the right entrepreneur who had the passion and dedication to operate on the premise that there's no problem that can't be solved and I'm gonna make this thing successful. And I say that 'cause we're picking from a pool of really bright, capable people. I don't think I could point to specific kind of businesses. I've been in situations that have failed where the due diligence was spectacular but something got missed. It's all sort of all about you. PANELIST: Yeah. That's a tough one. I agree, you know, the people -- I mean, sitting next to him I would invest in him right now. I could sense the tenacity. I'm giving this up. No matter what, I'm gonna make this happen. I think there's a huge bet on the person. If you think about it from our perspective at least in the initial phase we're only underwriting an individual so we have to believe that this person, no matter what comes, a market that completely blows up, other changes that they'll face that this person can get it done and figure it out. That means buying one business and turning it into something else or whatever the circumstance. So the individual is a huge component for us. But then, you know, the deal itself we look at it the same way you do. So we look at the market. If it's a growing market we're a lot more excited than if it's flat or in decline even if you think it's a great business. We're gonna look at the product in a competitive advantage and the thinking of us as customers. So there's nothing new here that I'm gonna tell you is sort of the "secret sauce". It's the things that you look at when you pitch yourself and say, here, this is what we're gonna do, this is what we're gonna go after the best businesses that we've seen are the great, you know, great entrepreneurs and typically where industry is growing and dynamics where the company or what you'd want around recruiting revenue and so forth. So -- PANELIST: I would add -- let me weigh in here, too. I think there are better companies, there are better search processes. So I think people who buy in really good industries as we talked about earlier in the class are much more likely to be successful. They buy companies that don't have big problems right away. We had a big problem right away which I'll talk a little more about later. We got through it but that's, you know, that's a little atypical. If you people have time to figure out the business, figure out the company in a good industry and find new ways to grow. Sometimes the industry you're in is different than the industry you thought you'd be in and that can be good or bad but I think that's the case. And I look for searchers to be successful. I have not invested in a lot but I look for searchers who are really driven, who are motivated, who -- I mean, who have the qualities that Charles articulated well, who have good interpersonal skills they can sell -- I think they can sell to customers, I think they can sell to hourly employees, I think they can sell to investors, I think they can sell to bankers, and they're all very different but who -- a lot of that is listening skill but who have just these really good interpersonal qualities can and then have enough of the other things to be successful. Those are the they thinks that seem to stand out to me a little bit to the folks who -- and it's not a science but those are they cans that I guess I say I look for. PANELIST: Is Bill Egan gonna speak to the group? PETER KELLY: Yep. PANELIST: Well, he's got a saying I love which is, "There hard ways to make money and there are easy ways to make money. I really wanna do easy ways to make money." And the way to define easy ways to make money if you think about companies you're gonna buy I use the term "the business has to be tractable." And that means that you the -- there's no job in that company you couldn't do if you had to. And that means when you're going in the door, you know, the dependence on the people in the company is difference than it is if you buy, for example, a technology company and there's a VP of manufacturing who knows something about whatever it is, the process of putting together the hula hoop and bauble but there's no way you can ever learn that's really -- that's a recipe for disaster. So to the extent that you avoid that problem and you avoid - - A manufacturing company, that's a hard way to make money versus being a PEO so those are the things that can get you in trouble. But it is betting on the people. It's different from venture in that regard. Every venture guy has a different approach but, you know, in venture, you're creating a market, you're playing a game of typically technical leapfrog. You can get ahead first ahead of everybody else by the time somebody comes in to jump you, you're ahead of them. You're relatively, you know, there's -- you're a little harsher on the management notion in the words that you can always find a manager to sell that problem. In this deal you're betting -- the bet from the industry is on you and that's where I start. And that's what you're selling. PETER KELLY: When investors do see an opportunity, what do they wanna see in terms of the opportunity to -- when they find a company from search funders? Do they wanna see your idea, or a full deal book, or do they wanna see the Letterman tent and the correspondence? How do you want it structured when you're an investor looking at a group? PANELIST: I think it depends on the investor. So we're -- because we're pretty active we actually like the see a lot of it. I think other investors may not wanna see as much information. So from our perspective if you talk to some of the search funders that we've invested in recently we say, look, we have an open door policy. Give us a call if you've got an idea or you're looking into a particular industry give us a call. If you're getting ready to put together an LOI and you want us to look at it give us a call. So I think we actually like to see more than less but other investors may differ. PETER KELLY: Do you have any opinion of that, Charles? PANELIST: Bob's standing order is don't send me an LOI unless somebody else has looked at it and I think that's a good one. PANELIST: Well, but I like to be involved in the process early. I mean, my pitch for years: My heart, my mind follows my mind. So, you know, if I'm an investor you're gonna get me as long as I'm in-house and I like to help shape, you know, where somebody is going. If it -- so if you come to me with an idea I'll tell you whether I think it's a good idea or a bad idea and if I think it's a bad idea I'll usually say, "Don't take it from me. Talk to some of your other investors." But that's a good way to avoid wasting a whole lot of time. And I also like to talk about all the psychological aspects of the business. What are the characteristics of the seller? I mean, the fundamentals of the business we can get into. So I think to be involved with that process. The flip side is, you know, I have to go back and look at specific cases but it's frustrating for me if somebody all of a sudden springs something on me, you know, that's got a complete package and I'm sort of having to get everything -- up to speed on everything all at once. That's me and I don't know -- I mean, most of the people I' ve invested with tend to be like that. They wanna be a part of the process because we -- you get to be old and gray you think you bring something to the table. It may not be true but you oughta pander to that just a little by exploiting it. >> [Laughing] PANELIST: But if I can say one quick thing, if you're out there trying to find deals right now we find a lot of stuff and the seller or their representative fending on the situation, tries to rush us. So they will say, you know, this is the deal of the century, you got three days to get X, Y, and Z in place, plus you gotta get on a plane with the owners in New York tomorrow. And your tendency is to say, "Yeah, yeah. We gotta do that." And it's good to have someone like Bob or someone that, you know, make sure that you have two or three advisers that you can call when you get a little nervous. Just try to slow yourself down 'cause you will forget to do that. And so, for us, somebody told me, "you need to be in Atlanta by Wednesday." And I'm, like, for what? I just pumped into you guys. It's nice talking to you. We've loosely got deal terms. I know you want five and a half times but I haven't really spent a lot of time talking to Bob about its logistics. We spent a little bit of time so it's not like this is the first time he's hearing about it but we haven't talked it through. And so if I'm a smart guy I'm just gonna get down there. But I don't know what they want and I haven't talked to my investors about they want. So if it's not financeable, if it's a situation where I may be walking into something that I done really understand I probably don't need to touch it. But the big deal for me is, I mean, this is an old Richard Pryor joke. You listen to old people 'cause they get to be old by being no fool. >> [Laughing] PANELIST: And I try to talk to my investor. >> [Laughing] PANELIST: That's great. PETER KELLY: I wanna open it up for questions here. Victor? >> Yeah. I'd like to hear a little bit about let's assume you -- how many quotes you invested upon and how you -- do you get through the first hundred days? What are some of the stories you've seen where one company was headed in a certain direction maybe as a problem company or whatever and became a totally different company. If you could have one or two illustrations maybe that you've seen in your careers. PANELIST: Well, I mean, Asurion and Pacific Pulmonary are great examples. Asurion are looking for tow truck companies and -- >> (Mumbling). PANELIST: Well, roadside assistance. Well, yeah. It was a tow truck. PANELIST: You used to ride around in a tow truck. >> [Laughing] PANELIST: And so they bought that company and in fact a lot of vaccinations and in fact when they wanted to go into hand set insurance most of the directors and I thought it was a dumb idea 'cause we couldn't understand why anybody would wanna insure the fall because they were so darn cheap. And so -- but what they understood was that the real core idea in roadside assistance, the profitability was a function of utilization which they never did learn how to manage but fortunately they found something else to do. But they had an insight and they took it in that direction. In the case of Pacific Pulmonary it started out as a durable medical equipment company and, you know, specialized wheelchairs were kind of an interesting market and an interesting business. We had all kind of problems but they had this other little thing they were doing, oxygen and meds. The rest is history. In my experience, Carol Moriarty and -- Carol and I is the only ones that started out as an assisted living business -- it was a venture, actually, it was a venture -- and it wound up as an assisted living business. What's usually going on is an inside by the entrepreneur or his team about some -- something that's happening in the business and they're thinking strategically not tactically and I could give you some examples in the venture business but that -- that seems to be the common denominator where you have this dramatic change and the big difference between being in a venture deal and a search fund is my own personal experience is that the directors of search fund companies are for more amenable to redirection by the entrepreneur than they are in venture deals. 'Cause venture deals are heavily typical -- heavy bets on a market and creating a market and you're always hesitant to make a strategic change until a company is really well off the ground. But the neat thing about what you wanna do is typically if you do it right you'll have a company that has revenue, and profits, and cash flow which are pretty slim. >> Quick questions. To the investors two related questions. I guess first what percent of people do you fund to search do you end up funding through the acquisition? And I guess a corollary bit out of it when you make a bet on a person for the search component do you think of it as making a bet on a person or do you think of it as paying the person a nominal fee to really get an option -- essentially a first, like a proprietary kind of deals saying okay, 15 or 20 grand and in turn you get a look at a couple proprietary deals over the next couple years? PANELIST: Oh, I'm betting on the person. I'm not looking for a company option on a blind pool. I don't know. I don't think I've got a percentage. I mean, I've been fairly free with my advice. There have been deals where I haven't -- actually, in terms of multiple one of the nicest deals I ever had was I didn't do the follow on 'cause I thought it was a lousy business and I was wrong. So, you really there's no -- I don't have any portfolio -- personally don't have any portfolio approach. It really has to do with how much I know about the business and the -- how much I'm a part of the process. And I've helped people in a couple of cases buy businesses because I just didn't wanna be in them for reasons that had nothing to do with the economics of the business. I just didn't like the businesses. But they were capable entrepreneurs and they're doing fine now. So each deal is different in that regard. PANELIST: I think it'll be interesting to see if this changes. Again, there are so many search funding right now. Let's say you've got an investor with 25, 30 search funds. It'd be interesting to see if that percentage goes down. I think our intention is actually to find every deal at the acquisition but you should know that I this I the investors if we don't like the deal we're not gonna fund. So I don't know what the -- our percentage has been probably 80 to 90 percent honestly up until this opponent. That may change on the future. Just depends on the deal. You question about the option, I mean, I think we definitely look at an option, gives us a look at a lot of deals and we get to watch an entrepreneur. We just try and buy the best option so it's still the -- still finding the right person for that. PETER KELLY: Quai Ten? >> I'm interested to learn your take on the search fund in Europe and would you invest in a search fund in Europe if what would you be looking for? If not, why? PANELIST: So we like international search funds. There aren't a lot. I think there are two things from our perspective. I think we build more of a portfolio. I think there is some diversification benefit so I think that's a piece of it. But secondly there just aren't a lot of people doing it internationally. So we recently invested in a group out here that's doing a search fund in Mexico. I just talked to a guy that's raising a fund in Germany, I think there's a guy in Australia. So from our perspective there's some international or country risk and some other risks but we're actually favorable because we think that there are fewer -- there's opportunity but there' s fewer search funders out there doing it. So the right guy, the right story, we'd be pretty excited about it. PANELIST: I wouldn't 'cause I don't wanna deal with the country risk. Maybe if it were Australia I'd do it. >> [Laughing] PANELIST: Or New Zealand. >> [Laughing] PANELIST: No. I'd rather have -- if a company wants to, you know, after your business is growing and they wanna move abroad through that vehicle that's a different story. Part of it is I have nothing to contribute really to, you know, the search fund in Mexico or Germany. I mean, there are so much about, you know, the culture in which that's gonna be done, the nature of the legal system then I' m not particularly useful. PANELIST: The one thing I'd add there is so the fund we just invested in, part of the reason why the Mexico opportunity was so attractive was because of the investors that they had gathered in Mexico. Because we don't know a lot about Mexico we felt that they would bring that knowledge but they also had never done a search fund so we felt that we brought a search fund expertise and could really add value there. So again it's gotta be the right dynamics. And I mean the investor group in a foreign country makes a big difference for us. PETER KELLY: Jason? >> (Unable to hear audio) -- deals in the last two weeks. Is that representative of how many search funds are out there right now? Would it be better later in the year? PANELIST: I'm trying to look at how many I've looked at this year. I'd say this year it's been probably 40. PANELIST: It's beyond description. PANELIST: Yeah. It's a lot. PANELIST: It's just astonishing. >> Is it 200 plus or something? PANELIST: No, it's not 200. PANELIST: I don't remember the number is. I can tell you this. Some of the old guard, I mean, each of us kind of approach this thing differently but I know some investors thought they might, you know, a few year ago tended to look at it as a portfolio and would do -- knowing how hard it is to pick winners would try to do 'em all but you just can't. And Charles referred to this but part of the dilemma is, for an investor, is trying to figure out those who are passionate about buying and running a company versus those who figure this is just an alternative to getting a job. And I have no particular calibration of all the people I've talked to but, you know, as I say, when I -- the first time I got involved in this a long time ago, you know, I would look at one or two candidates a year, they were always newly minted MBAs and they were all Stanford students. And from then to now there's a huge sprinkling of very experienced people from schools all over the country, lots of teams, lots of individuals, lots of ex-service, ex-military people and so it's just a -- I don't think -- I mean, Brandon's had that experience, Rich Kelly was one of your speakers, right? PETER KELLY: Yeah. PANELIST: I know Rich has had that experience, Lou Davies and Cambry has had that experience. PETER KELLY: Charles, do you have any opinion on -- do you have any sense of how many search funds are out there now? PANELIST: Umm, I know I get a lot of calls, which is funny. >> [Laughing] PANELIST: It's a good thing that they call but when I was calling last year I was, like, one of the few people that called few people. Like, I went through and called and got the Center for Entrepreneurial Studies list and called every single person on that list which was literally how to spoke to you and I know it's how I first spoke to you. I don't know how -- I didn't know about the legend. I just knew about you guys were former search funders. And I mean it's it shall the list is daunting but it's still possible to stand out so I like to give a slightly different perspective. You can stand out by it's a war of attrition. There are a lot of people who are looking into it who won't really be looking into it six months from now. And if you can stick with it you're fine. The other thing you have going for you and I hate to say this because I'm not trying to tell you how to game it but you gotta be off cycle here soon. So if you try to raise your money now and you don't wanna be out raising your money -- everybody raises their money during the same period. What helped me tremendously I didn't know it and it was real difficult but I was trying to close in November. Everyone else closes way before that and everybody was like, we don't have any money for you. I'm like, well, I still need the money. >> [Laughing] PANELIST: That's kind of where -- >> [Laughing] PANELIST: That's kind of where you need to be. So, I mean, you know, what you're experiencing right now is kinda cyclicality like anything else. The questions you're asking are good -- there are a ton of people trying to do this. And there are other problem is it's a virus that's spread. So there are people from Chicago trying to do it, and I bumped into someone from Emery Business School that was trying to do it. That's not a good sign for you. >> [Laughing] PANELIST: But if you stick with it, I mean, those people may not have the -- they don't have the same institutional knowledge as you do to get it done. PETER KELLY: I was gonna say that none of those people has taken this class. PANELIST: Right. >> [Laughing] PETER KELLY: So, if there's any value here you're a little ahead. PANELIST: Sorry about that. PANELIST: I was gonna ask the question around timing of rate. So, by the way, there are people from all over, all different schools. I've only had one guy that was a complete embarrassment that I, like, was pretty embarrassed for him. But other than that these are pretty talented people that it's much more, you know, heterogeneous but on timing the one thing I would warn you about is the summer. Sound like that's when you've started so, again, if you're tenacious you're gonna get it done anyway but most investors in the summer are gone and so I think there were a lot of frustrated search funders trying to raise money this summer because everyone was gone. I mean, literally was gone. Like, you know, off in another country doing something. So I actually think the beginning of the year is a decent time. It gives you plenty of time to raise it, you're not dealing with the vacation schedule. So just something to think about. Again, at the end of the day if you're gonna raise it the timing really doesn't matter. I mean, you're either gonna raise it or you're not. But I do think there's a time when investors are around and you will be able to get their ear. PETER KELLY: Let me throw out a question and then keep asking questions. How come more women haven't done search funds? And is there any reason really is there any reason women wouldn't really be successful doing a search fund? >> [Laughing] >> Watch out! >> [Laughing] PANELIST: We should ask the women in the room. PANELIST: Yeah, I have a clue. I talked to a number of women who are -- one the other day who just graduated, she had a venture deal she's working on. Other than probably standard democratic answers I have no idea. PANELIST: So, I just spoke to one 2 weeks ago who's raising a fund. She has a partner, it's a male partner. They're not married. He's married, you know, to another woman but -- so I have not seen that before. So I've only had a phone conversation but they're actually gonna come out and meet us face-to-face. I don't know why. I mean, again, I'd probably ask the ladies in the class if they've got thoughts but I think there might be -- I'll be interested to see if in the next several years you see a few more. PANELIST: I think there will be. I mean, the search fund study from 2007 lists I think only one which is probably Karen Moriarty. So who's still at it and doing well. I can't think of any reason of why there wouldn't be a lot more. So ... PETER KELLY: Austin? >> Charlie, how do you finance your -- I mean, you come out of business school, how do you finance your search fund for four or five months? So it fair to recoup that money from the amount raised? Does that count as part of your process or are you looking at just, like, starting once you've raised the money so that's expenses -- PANELIST: The only thing recoupable is legal fees, theoretically. And that's the close. Everything else, I mean, that's just getting in the game. You're right. It's a tough situation. I mean, I don't know if it's tougher just coming out of school or trying to explain to your wife why you're not making any money. Everyone has to make that decision differently. But what I will say is that, you know, it's a great clarifier. I mean, helps you understand if you really wanna do it. And one thing that you can do is go out and figure out how to finance your search by -- I did a self-funded search before this and I will say that four months that I'm talking about, that's significantly better than a self-funded search. I mean, I looked for business for a year based on money that I just happened to have behind me. So it's a little tough and I would tell you I don't think -- you can't recoup -- you can't recoup that money. PANELIST: And it's hard. That's hard to do it. I do think a search is not a full -- I mean, raising money for a search does not take all your time for the most part so you can do other things that make money during that part of it. I think sort of searching while you have another job is much more difficult. PETER KELLY: Rob? >> So -- and then obviously have to a pretty good return on aggregate but a lot of the skepticism, guys like Jim, basically skew it. >> [Laughing] >> Essentially I was wondering from your personal perspectives what kind of returns would you see? How many you sideways down and kind of just from your own personal experience. PANELIST: Well, search fund investors have conclusively proven that they know how to kill companies as well as anybody so, you know. >> [Laughing] PANELIST: We've had our shares of -- and I blame the investors because I think it's a team effort. I mean, in a company fails everybody who's involved is part of the process. I -- going back to my good friend Billy, it's kinda like if I start out with this much money and end up with this much and there's a lot more of it I might be a really happy camper. So I haven't looked at the rates of return and how many have been successes versus failures. The number of times where you actually get a company and it fails those are -- I mean, it's happened but those are pretty limited. The more common experience is a searcher just can't get a deal done. I don't know what the data is for all of them but my sense is if somebody can raise a group, buy a company, and run it the returns are gonna be positive. Some are gonna be great, some not so great. But, you know, my own experience has got a little be the of everything in it. PANELIST: I would just say I think if the returns weren't there, you know, Bob and I wouldn't be sitting here. You wouldn't have the investor networks. I mean, obviously we think there's still an opportunity. We did just have a failure about a year ago, an acquired company. I think you learn from failures. >> [Laughing] PANELIST: No one wants failure but I think there will be failures and I think you learn a lot not only as an investor but I think as an individual. So my greatest lessons has come through failure. So, you know, you take it and you learn from it. But I think overall I think there's still significant opportunity that keeps us excited about doing search funds. PETER KELLY: Pat? >> What would you recommend for those of us who might not be available to start a search fund right after school, might wanna go out and gain some of the skills that Charles mentioned. Is there anything aside from going out and being real honest with yourself what's going to happen don't and going out don't what else would you recommend it would take three years to do that do venture work staying in contact with the community? How else -- what else would you recommend? PANELIST: I feel you'll get different thoughts here. PANELIST: [Laughing] I would recommend that you go out and get another job for a while. And don't forget this. While you're doing it make sure you're talking to people in the community. I have an extremely different approach to my life than I did when I first graduated business school. And I know that sound kinda hokey but it's true. And when I first graduated, like, I was a straight up I'm trying to work at a venture back company guy, I want pre-IPO stock and all this yip yap yay and then over time I merged over time to I wanna fine an exciting job and then over time I merged to I wanna run something. But I had not burned any bridges and I still knew people who could connect me to folks who could try to help me figure this out and I still tried to have conversations about. So I just think that the trick is not to close any doors and if you think this is something you might wanna do, once again then you have the opportunity to talk to people for two years about it and if some point you can come back and say, this is what I' ve done, when you work at your job it helps you 'cause you're focused and you can let your boss know, hey, I'm not gonna be two years from now -- you don't wanna say that right away -- I might not be here two years from now be you start building a track record within your company that would make you have more credibility later. And you can have a focused approach to your job knowing that you may not be there and wanna do this I guess is the best rout to describe. PANELIST: One thing I'd say when I was graduating from business school -- obviously I'm not an entrepreneur or an investor but I went to the top, you know, entrepreneurship professor at the school and I said, hey, I'm thinking about starting my own thing. I figured he'd say, "Yeah. This is what you should do." And I said, you know, "I've got this, and I've got McKinsey as an option, and a couple other things." And he said "Do McKinsey." I was just completely taken back that he would tell me like him which is saying hey, you should think about other options. So for me what I would say is what are you missing in the skill-set in if you did banking or you do private equity if you do that again then come to me in two years and say hey, I really wanna do a search fund it's not really believable. If you said, look, I did private equity before and I realized that I wanna be a operator so I took a job even if it's a big company in more of an operating role or I went to a smaller company and took an operating role. That story starts to be pretty convincing. So I would say if this is something you think you wanna do long material look at the skill-set you have and then figure out where the gap is so that when you do come to search fund investors or other investors you got a pretty compelling story. >> A question for Charles. How do you merge professional development? How do you kind of track it, and show it you're developing the skills that you need to be very successful in the search and also in the (poor audio). PANELIST: I mean, I kinda stumbled on it. I mean, I didn't have this. I mean, you guys actually have a template for it. What he's telling you is you probably need three skill-sets. You need to sort of be a banker/BE person, you probably need some operational experience, and you probably need to be -- it helps to be sort of a strategist/consultant. It's -- I worked at BCG, I worked at Siebel, and did a bunch of start ups and I worked at a private equity advisory shop but I did not real -- I looked at myself and I tried to do a search and I could not get it done and I knew what the hole was. And the hole was I did not understand how private equity money worked enough to get people interested in my deal. So then I had to shut down the company I was running, move from Seattle to California again with my wife in tow, sit with her while she took the bar, and try to use every network I had to get into private equity which at 33 years old is no mean feat. Did that and then figured out this is what I wanted to do. So I didn't have anybody tell me what they're telling you. You can look at your resume -- and I'm not being funny -- look at your resume and figure out which one of those thing you're missing and if you really wanna try and get this done successfully you might wanna think about augmenting where you're missing. I didn't have a whole list of view but I just knew there were a bunch of things I didn't know how to do. >> What about the skills now that you realized you still don't have and are holding you back from doing whatever you need to right now to get search fund or -- kind of leave out, like, I wish I knew how to do this better, I don't really know, why I can't get a seller, or I really don't know anything about this industry but it's squeezing my investors. When you come across those skills what do you do? PANELIST: I talk to my investors as much as they will allow me. I think Bob is tired of hearing from me basically. But the way I get there is there's three or four investors that will allow me to call them a lot and I call them as much as they will humanly allow to say, okay, this is where I am, I'm stuck, how do I figure this out? I can't solve it. I mean, I ran a construction company. I can't operate heavy machinery, I can't do plumbing, I can' t do electricity stuff. So I had to learn to go to people and say, "I don't know how to do this. Either you do it for me or help me -- teach me how to do it without electrocuting myself." >> [Laughing] PANELIST: It's not quite that analytical. We just think about Peter mentioned earlier, you know, you need interpersonal -- you need to be able to communicate with people and have some sense of communications is as much as emotion -- communications is all about emotions. It's not only how you're delivering it but how people are receiving it and how they feel in your presence. You need to know something about how to run a company. And there are some other -- I mean, I'm involved in a company Stanford Business School grad. He must have had -- he knew he wanted to do it all along but he just didn't feel right doing it when he got out of school. So he went to work in a manufacturing company, did some shop floor stuff, he did some sales, a guy that eventually got to the point where he's managing and he's running an internet advertising company which obviously has nothing to do with his background but he got all the basics there. In other cases, you know, you might have a lot of weaknesses; right? A lot of things you don't know. But if you wanna do this, I mean, the point is, well, do it then find people -- surround yourself with people who can fill in the holes. If it's not a partner doing the search, get investors who flush things out. So there's this sort of a delicate balance between, I mean, you could send the rest of your life trying to become the perfect entrepreneur which will never happen. At some point you just gotta say, I'm gonna do this. And for each of you that point in your life is -- only you can figure that out. I don't know -- map out a strategy per se. PANELIST: I would add to that I think sort of my perspective which is that you'll get a lot of strategic perspective and skills here. And you'll get, you know, some transaction experience here, but you've probably seen some of that in other places. So the stuff that's most valuable is hiring and firing people and having a PNL that you have to figure out how to move the numbers and having sales experience, either sales or management experience. I think, you know, Bob told me 15 years ago or something people either believe products are sold or bought and I believe products are sold. And I thought about it at the time and said, I don't know, I to believe that but I didn't really know how to do it that well when I started the search fund but if you could figure out how to sell well and how to manage a sales process, and what a really good sales process works like in the kind of business that you're gonna go into -- that can be direct sales, it could be customer acquisition on the internet, it could be all of the above -- that's really, really valuable. When people ask me, look, I need some experience, most of the teem I'm telling them, hire/fire, PNL, sales management experience. And learn it where they do it well. It may be a small company, maybe a big company. Doesn't really matter just that they do it. Do they have good practice there? Do they demonstrate that they're good at it and do they have a good reputation for it? PANELIST: -- about the discussion about whether they're gonna fire the poor salesman because as a real-life example guy's got a company and that problem was the salesman just been coasting but the guy was 55 years old with two or three kids in college. Well, that really colors, you know -- and the entrepreneur's 30. That really colors how you're gonna deal with that. Now, he eventually dealt with it. We had more than a few conversations but there's an awful lot of information about the hiring and firing process and holding people accountable to your level of expectations in the means by which you get there that, you know. If you've done it before, then it's a lot easier than if all of a sudden this is your first time. Hiring is a piece of cake. I mean, firing, that takes some skill. Well, hiring's not a piece of cake. From an emotional standpoint the drain on you, firing is -- and knowing if you're gonna run a company that your job is not to convert B players into A players 'cause you can't -- you don't have the time, or the energy, or the skill. Your job is to pick A players and get rid of all of the others. That isn't easy. Peter -- when Peter first dealt with that problem he had hair. Look at him now. >> [Laughing] PANELIST: You know, I would just add to this sales piece, I mean, this is something we really look for. I bet when he said "sales" half of you were, like, oh, man, that's soft. It's not analytical enough, it's not meaty enough or you started to fall asleep. I think that sales is not taught that well in general in business school and yet in these types of businesses I think it's the key. I mean, there are a lot of skills that you need but it's the one that's often missing with folks like yourself. So, you know, specifically a job that gives you some sales experience -- 'cause you have to sell yourself to raise the money. You have to sell yourself to a seller. You have to sell yourself to your employees. You gotta sell the product or service. I mean, you gotta sell the business or -- PANELIST: The issue I think I've heard from people on that I just realized the lately is that that's not a traditional business path from here and so if you go do -- if you go do something else and then decide not to do a search fund oh well but if you go do that then what do you do after that? There's not -- you sort of -- I mean, I think sales and marketing are the primary path for CEO jobs in a lot of businesses so I think you can go do that can it is a good path. It's just not something you hear your peers saying "Oh, I'm gonna go take the sales management job where I'm managing a sales team of five people selling, you know, backyard sheds to construction yards." I mean, you just don't hear that. But I think it is either -- if you think about building a career as opposed to being where you wanna be in three or five years it's really a great skill-set to have for a long period of time. >> This is for Charles, specifically. But I get asked all the time things like how do I find a partner and how do you come to terms on that? And your partner is not a classmate of yours. PANELIST: He's not. >> And so if you could kind of share how you found each other and how you create to do this. PANELIST: So he worked with me at Siebel so and we knew each other we worked together about a year and we bumped into each other and I was in the middle of doing this. It was a little bit of an unusual situation 'cause I was probably -- PANELIST: You were down the path. PANELIST: Damn right. PANELIST: And, by the way, I want you to meet my partner. PANELIST: Yeah, yeah, yeah. >> [Laughing] PANELIST: And I've gotta go with my wife to Turkey as part of this deal. I'll be back. What happened was I met him and I didn't really -- I wanted to do it by my -- I was prepared to do it by myself. I wanted someone that I could really sort of trust because I've been in businesses before and one of the key things we talked about this earlier is when you're first working somewhere whether you start something new, or you're in a project, or what- have you, you need somebody that you can talk to at, like, 3:00 o'clock in the morning. You just need somebody. Some people can get by without it. I can't. I gotta have somebody that I can say, "Man, I don't know what we're gonna do about this guy." Or, you know, how do we deal with these issues? And it helps to have someone that you can have this conversation with can if Chris we talked at it and he approached me and he actually we went through a bit of an issue to start with because we weren't sure we were gonna be able to get to the fund we needed. And that was really helpful to see how both of us reacted on that. You know, was he gonna stick there, was he gonna bail? It was late in the game, you know. How did our wives deal with it together? And so for me if you look at it from a strictly analytical standpoint and then I'll go back to how I really felt about it -- strictly analytical, you got two guys, two people -- I hate to say "guys". I don't mean it that way but you got two people who can -- if I'm looking at one deal and he's looking at another deal we don' t drop deals. That helps a lot for me in terms of trying to get it done. 'Cause a part of the process that I was least sure about I feel really good about my ability to run a company, not so sure about my ability to source and buy a company. That was what I was concerned about. He has a little bit better skill-set there but I thought the two of us together would work well on that. And then the second piece was what I referenced earlier. I looked at him and said, "Is this the kinda guy I can go through this with?" And we have very different skill-sets. I mean, there's a investor who will remain nameless who made us take a series of personality tests and we do have very different skill-sets and what's interesting about our situation -- >> [Laughing] PANELIST: -- is that we sorta complement each other but there are situations where we can go left or right like we get on each other's nerves a lot but we do have complementary skill-sets so there are ways in which he's very, very much a fly-by-night cowboy type guy although he doesn't appear to be at all and it drives me nuts. And there are clearly ways in which I'm a maverick and can't be governed at all and it drives him nuts. But I think we have a tendency to coalesce. Now, I'm saying all this way in advance of us actually being successful. I mean, the only thing we've ever done is raise money. So it'll be interesting to see if we can actually get a deal done. PETER KELLY: Last question and then last if you guys would wrap up with any advice you have for search funders. Ryan. Wait. I'm sorry. Were there any back here? I had my back turned. Okay. Ryan. Thanks. >> Can you tell us a little more about these companies that have failed? Assuming you've taken their trends are there any particular common threads why these companies failed? They failed because they just picked bad business, failed because they didn't have the right skills and didn't look to see about it when they came to approach you as an investor? Can you tell us a little bit more about those? PANELIST: So, the one that, you know, recently happened with us I'd say it was just a bad business. So I tell you in general what we've seen is you pick the wrong business in the wrong industry probably number one. It's not necessarily man into it. Number two I would say we've had, you know, entrepreneurs get in there and again maybe it's not a complete failure but it certainly doesn't generate the turns that one would expect or hope for. So I think you have some management issues. We've had a companionship or partnership where it, you know, all of a sudden they weren't friends anymore and they had to have counseling, ask, you know, so I think that happens as well. But in general at least in my experience it's been bad business in a bad industry. PETER KELLY: Last comment, Charles. Just any last advice for entrepreneurs. PANELIST: I mean, anybody who's serious about this, I mean, trying to do a search fund should e-mail me. And I'll it will you what I can -- and that's the other piece. Like, you really are entering a bit of a community here and I had no idea of this when I was graduating. It is a very powerful community. It's one of the better communities that you can find in all the GSB ecosystem. But it's a community so you're thinking I'm trying to get a deal done and my partner went to war ton. I love him to death but I have to remind him sometimes I'm responsible for these people for the next 50 years. >> [Laughing] PANELIST: And, you know, I wanna stay responsible for them. So, you know, if you got any questions e-mail me and I will help everyone that I can help try to figure out how to get it done if you wanna get it done. PETER KELLY: Thank you all very much. >> [clapping] PETER KELLY: Gonna be a little bit more comfortable than me pacing around. Let me tell my search story a little bit. I feel like it's -- since it was a long time ago people probably know it but I've been reminded that they -- that you don't. You don't. Most of you don't, anyway. And so let me tell you a little bit and when I was here I learned about this in formation new ventures and I was just compelled to do it. It was just the top of my heap. And I started to do it with a partner who was a classmate in business school. I looked around, said, this is the guy I wanna to it with. A lot of other people. I thought he could help me raise the money the most. That's what I thought he -- that's what really attracted me to him but I liked him, I respected him, he operated a little bit. And we wrote a document, we went to see Irve actually and got some advice and were going down the path and then he -- we sat down one day and he said, "I really don't want a partner. I wanna be 'the guy'. If you wanna be the number two guy, you know, maybe that's okay but otherwise I wanna do this by myself." And I didn't wanna be the number two guy. I wanted to be an equal partner so I was disappointed. It went apart. He pursued it for a while and then put it on hold and then ended up doing something else entrepreneurial but not search fund. And then so I got out of school this is 1989 and it was a little bit of a hard time to find a job. And I didn't find -- I wanted a marketing job in technology. I didn't wanna go back to the big company, Microsoft that I had worked for for a summer 'cause it was just too big. They had 3,000 people. That was just massive. >> [Laughing] PETER KELLY: And so I worked for a couple venture capital firms that I'd done that before business school so I had a chance to do that just to make money on the side wile I was trying to figure out what technology firm would take me into marketing and I could learn some of their practices. And then I had talked to David Dodson along the way when I was first doing it and in December of 1989 I remember calling him on the phone and just thinking, "I'll just call Dodson and talk to him a little bit." And he just reminded me that this was a doable thing and if I wanted this I could do this. And it just -- it just the switch flipped and I just said I' m gonna do this. And I went through my paper. Wasn't a Rolodex but whatever it was, address book, and I looked at everybody I thought who I could do the with and I found a guy who I had worked with before. I didn't find him I just said that -- I'll do it with this guy. And there were two guys I thought that about and I called them both up and I sent them both the material and one of 'em sorta said, yeah, yeah, I kinda would like to do it. He was at Harvard Business School at the time and I had known him from undergrad but then he said, "Nah, it's just too much." And the other guy just owned it. So we started to do it and we searched, we raised the money in about three months, we looked for three years. It was 38 months before we closed the deal. We almost closed to other deals. Bob will remember this. The first one was a construction equipment -- well, the very first one was an off-set printing company in Boulder, Colorado. The next one was at a construction equipment renting company in Denver which was a really good company, actually. It did really well the guy just wouldn't pull the trigger at the end. And the third one was a school bus company that the guy, one of the owners, was not trustworthy. And so we were getting -- we'd raised more money for that last one and we had it, we went back to people and said do you want it back or do you want to let us keep searching? And we kept searching and we skinnied down and we were making about thirty thousand dollars a year, no health insurance, having a great time but pretty nervous. And watching friends who went back to Microsoft -- everybody in my class who worked there in the summer went back except me and, you know, they were worth suddenly 5 million bucks out of the gate and there were oh people who were working at other technology companies that were doing well or gone onto consulting and were working at McKinsey doing really interesting things. But we just kept chugging along. We found this company about two and a half years into the search and we closed it about eight months later. And we along the way got to know some of the investors really, really well and were able to build a board that was really strong, that had great complementarity and wisdom, and knew when to shut up and when to ask for things, and when to push us on things. We had our first board meeting in Bakersfield it was a 104 degrees they flew down a little bumpy plane, and they pretty much said, let's never meet in Bakersfield again. >> [Laughing] PETER KELLY: And we didn't. I liked the -- we liked the business. We bought a home medical equipment company. It was in Bakersfield California, it had about 13 locations. We liked it because it was down and dirty, and can there with respect a lot of people in it, and it had a lot of locations. We figured they could have more locations and the competition wasn't really tough but their demographics were really driving it and their -- it was making money, and we just thought it was -- we thought it was actually running fairly well. We got into it and -- what else did we like about it? I guess we just thought there was a rising tide overall. We got into it and found out that some dignitaries overstated the accounts receivable had gone way downhill, it wasn't as profitable as we had thought, we had a big fight with the seller four months after we closed. We violated every bank covenant after that first audit and Wells Fargo Bank put us in their work out group which is a guy named Leonard Kam in San Francisco who, you know, used to come down and you'd sit down at the table and sit across from me and we'd talk for a little bit about how the business was doing and within five minutes he'd say [Banging on table] "Your investors need to put in more money." And he would just start do that for like an hour. >> [Laughing] PETER KELLY: And I would just talk to my partner was running the sales and I was trying to figure stuff out and so I just talked the him and after about three times of doing that, umm, he kinda switched ed over to our side and he kinda said, "You know what? You're actually the best company in my portfolio. You're making money. You may make it out of this so I guess you're not gonna put any more money, are you?" I said, "No, they're not gonna do that." And so we worked our way out of it then we picked the respiratory piece that was 15 percent of our revenues and we focused on that and we did that because I hired somebody who was really a great leader who knew how to grow and focus on that business and knew a lot about it. We grew that a bunch and as we grew that we shut down other things and we made more money and we were growing it 50 percent, 60 percent, 70 percent for a while. And it was a lot of fun. It had been really scary and really a lot of pressure for a while. I'd wake up in the middle of the night and I couldn't sleep, and didn't know when I was gonna get through things and was working seven days a week in Bakersfield, California. We figured out how to kinda build on something that was strong and we grew a bunch. The job changed. It got more interesting. My partner left which was difficult but positive for both of us in the long run. And we moved the company to Marin County and that was 12 years ago or something like that. Been with the company for 15 years. Along the way we started thinking about liquidity and we -- I took a little bit of money off the table. I don't know, maybe ten years into it or so. Enough to sorta feel like, okay. The world's not gonna fall apart if the company fell apart. And then we tried to sell the business about three years ago, four years ago, and it didn't work. We had a banker. We thought it was gonna work. Something happened in the industry that just kinda threw ice water on all the potential investors. Great process that I always thought would -- I mean, the company at that point was I don't know ten times bigger, 15 times bigger in terms of profit than we had been before so we were worth a lot more but no one would buy it. This thing happened and no one would buy it. It was sort of a crazy time. And we were actually on vacation and I'm on the phone trying to just sort of boom. Well, it happened we met another company sick months later, nine months later, I mean we've heard of them and we introduced ourselves to them and they ended up buying the company. It's a company called Teijin. It's a big Japanese company. It's a 10 billion, hundred-year-old Japanese company, materials, health care. And so last year we got liquidity which is a great event. I was thinking back I think probably the most exciting time in my -- in this whole thing was when he closed the deal. I remember being in Bakersfield and closing the deal August 5th of 1993 and we just -- it was probably the biggest high. And maybe the biggest low was probably having to go to the work out group with the bank. I was trying to think what that would be. We had to do a layoff. I had to fire a guy whose wife was critical to the business and they were both really nice and hadn't done anything wrong. He just wasn't very good at his job. And that layoff may have been the lowest point but maybe going into the back work out group and having to meet with those guys all the time and know that, you know, they could take the keys we were sort of saying, well, if you want it, you can take the keys to it. But the highs have add up to be much higher than the lows and think not just for financial reasons but because of something that my colleague, David Dodson, talked about. In the relationships that we bill along the way inside the company. It's really different working in an operating company. It's really a lot of fun. It just very much more alive everyone than something that's very stimulating and interesting like venture capital which was what I did before. There's just something about those relationships that are really fulfilling and with the investors along the way. Some I got to know really well. One I think I never met in the whole time. I'd never met before he invested, he never, you know, he bought out halfway through maybe because we never met but he, you know, it was fine. Someone else bought his shares and did really well on them. But half the investors probably I became very good friend with. We had government investigations, we had an audit where we got a letter one day we were probably 25 million in revenues, maybe more than that. Maybe 40. And it say that you owe us seven million dollars. Pay in 30 days or we're gonna stop paying you and attach your ass. So what do you do with that? Well, we went through a long process and I actually didn't freak out when we got that letter. I was worried but at the end of the day after doing good job with it we ended up paying about $3,200. And yeah. >> [Laughing] PETER KELLY: That's how it sort of ... there a lot of lows but the highs have been fantastic. I would like to say don't forget your partner in this. I do have a few pieces of ending advice to you but I would like to ask my wife, April, who's over here to just for you guys who have partners -- at home not business partners just to comment on what was it like early in the search. Not, you know, gotta be in Boston or Bakersfield. What was it like along the way and what feels it like for people? And for their partners, too? APRIL: Okay. I guess I would say it was during the search which you definitely have to have an adventurous mindset. 'Cause I was living in Colorado and having a great life over there. Peter was in San Francisco 17 years ago this was, right? Wow. And I would call him. It would be "I'm looking at Christmas trees in Oregon." And I'd be Oregon. Yeah. >> [Laughing] APRIL: I like Oregon. And then it was three weeks later. No, no, no. That didn't work out. It's Los Angeles school buses. L.A. Okay. L.A. Well, you can imagine we went from tree farms to frozen pie crusts and I don't even know where that was, to in these deals your mind you think, okay, that's where I'm gonna be. I'll start looking for rentals right away and then we ended up in Bakersfield. And actually for the record it was Oildale. PETER KELLY: [Laughing] APRIL: It wasn't Bakersfield. It was Oildale. >> [Laughing] APRIL: So it was hard -- did you get that on the camera? >> [Laughing] APRIL: It was hard to get excited about living in Bakersfield and but it was exciting what you were saying, that getting the deal done but then you forgot there was the whole, I don't know, chapter, too, of running the business and how hard Peter worked and the hours that he put into it. I really had no idea how much time he had to put into it. So we didn't -- I fortunately had another job that I traveled with so we worked it out but they were long, long weeks. [Laughing] APRIL: And -- PETER KELLY: How about the later stages? How far those been? APRIL: Well, one thing. >> [Laughing] [Clapping] PETER KELLY: Moving right along ... APRIL: You know, it's interesting cause you mentioned a few things, Bob, that what stood out for me that was really hard, like the sleepless nights in Bakersfield were all over firing people. And that is what stood out for me is being the hardest thing if you asked me for Peter in this couple years. It wasn't the running of the business and the day-to-day operations. It was firing people. And whenever you did do it, it was just a huge burden off his holders and I remember always hear, like, in hindsight you should have fired him even earlier. You know, that first question that came up about doing it sooner or later that was interesting. But in having fantastic board. We had a board that he could call anyone on the board before advice on issues and they were very engaged and they all worked well together. That stood out for me. PETER KELLY: Any last words of advice for partners that for folks here who are thinking about could take back to their partners on how to survive it or do it well? APRIL: Don't have babies during the search fund. >> [Laughing] APRIL: Not really. It's just a huge, tremendous commitment and it's -- you have to really just keep an open mind it's gonna be, like, a great adventure. PANELIST: I would volunteer that the partner's gotta be tuned in just like you are. We had at least one situation where she wasn't and they tried to make it work and, you know, it just was a nightmare because it is not a nice, easy climb up this way. So you have to both be on the same page. PETER KELLY: Let me wrap up with some last comments since we're running out of time and I wanna respect your time. I do wanna survey at the end that we're gonna distribute on the classes and the guests here if you could either fill it out and take a few minutes today or -- as a matter of fact if you could start passing it out Lisa or turn it into the CES in the next couple days that'd be great. Before choosing entrepreneurship through acquisition I would say -- give you a couple pieces of advice. First of all be clear about your objectives. What are you doing this for? Are you doing it to make money? Are you doing it because you want to -- because you think you'll enjoy the journey or because you wanna run a company? If your goal is to do deals or to get richly do private equity. Don't do this. Those may come from it but this is not about doing a deal. It's about running a company primarily. And I think it's a good way to get there but I think you won't be satisfied if what you really enjoy is the transaction which there is absolutely nothing wrong with. That is a fantastic way to go and I have some good friends and people I respect immensely who do that. If you wanna run a company, develop relationships with investors along the way as soon as you start going. Think carefully about now or later. I think it's right either one is right for different people. I did it right out of business school but if you notice I was really a year out I didn't have significant additional experience but it's harder to leave your life behind if you do it later but it's absolutely doable. Just keep in mind -- I think Charles had great advice. Stay in touch with people. Don't forget why you're doing this. Keep building your skill-set. Build experience with people in companies who have good practices and are key value drivers. That's what I said. Hire or file PNL or sales, executing it, acquisitions, marketing, and applied IT are things I think of adds the big value drivers generically. It's different by different company and industry. Create a track record for yourself now and as you go through the process. So that's if you're just-tying of doing it. I think it's really a terrific path for some people in the middle I've gotten to know you in this class today I think it would be good for some of you but not for all of you. Just general comments going forward. Think in terms of a long career either this way or in another way. I think it's very easy to try and get to the pinnacle really quickly like in two, or three, or five years. You're gonna have a long career no matter how you do it. Think in terms of that. Build your reputation, create a track record, build your leadership skills. You've gotten great ones here but there's more to get in the real world and you know where those are if you know yourself. Take the time to really build a good career. You are part of community that's not just search funds that Charles referred to but the whole business goal and you wanna be accountable to that community and part of it -- a contributing part of it for a long time and that takes some work. Go to work in companies where they do things well and sacrifice other things to be willing to do that either to learn search fund skills or just in your career. Seize opportunities but build your abilities along the way to be able to seize opportunities. They will pop up and you'll wanna jump on them. Be prepared to do that but it doesn't hurt to just build your skills as you go. From positions of strength I'd say take risks, stretch yourself, do things that make you uncomfortable, be willing to take risks. Failure in the short term can lead to great success down the road and you shouldn't be worried about it too much. You're in a really great position even for those of you in debt I had a lot of debt coming outta here. I figured out a way to make it all work and I wouldn't be where I was today if I didn't take some risk. Ask for help. People who are very successful are terrible at asking for help. Ask for help from your classmates, there are amazing people in your class. You kinda know that but you won't really realize it until later. Ask for help from advisers, from friends, and that will take you a long way. It'll help you solve a lot of problems. If what you're really after in the long run is happiness it doesn't come from material success. It doesn't hurt it but it really doesn't come from that. It comes from, in my view, this is just my opinion -- backed up from some research I will say but from strong marriages, from good relationships with peers and friends, and from new endeavors that fit you and fit things that get you excited and give you great satisfaction. And lastly I'll just say do it with integrity. You can get better with integrity over time. I think that someone I respect a great deal was asked if his integrity got better as he had more money. And he had to admit that in fact it did and that over time he got better and better at integrity. Being and acting with who he was but also making good decisions long term that maybe hurt in the long term but were the right they thinks. You can do that and you will get much further with that. I wanna say thank you again for committing to this class. Thank you for going on the journey with me. It's been a lot of fun. In very small ways I feel like I've gotten to know everybody in this room better and I appreciate that and I could say that this will always be the first class that I ever taught. Thank you for being in it with me. >> [Clapping]