Jack's Clinic Exit: The Deal, the Drama, and the Lessons | GYC Podcast 375

What happens when your clinic sale falls over 48 hours before settlement - because your own team decides they're not on board?

In this episode of Grow Your Clinic, Jack takes us inside his real experience selling his physio clinic - from fielding four very different buyers with four very different valuations, to the moment his team torpedoed the first deal right before the finish line. Ben and Bec draw out the lessons that matter most for clinic owners, whether you're thinking about selling in the next 12 months or just want to build something worth owning for the long haul. You'll learn why the type of buyer matters as much as the price, how due diligence really feels from the inside, and why Jack says the best thing you can do today is aim at something - even if it's written in pencil.

If you've ever wondered what it actually takes to exit a clinic well, this one's for you.

In This Episode You'll Learn:
 🏦 Why different buyers value your clinic in completely different ways
🤝 What Jack learned about team communication the hard way
 🔄 How Jack rebuilt trust with his team and got the second deal across the line
 📋 What due diligence actually feels like - and why it catches owners off guard
 💰 How clinic valuations really work and why "part science, part dark art" is the honest truth
 🎯 The one piece of advice Jack gives every clinic owner thinking about their exit

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Transcript

0:01

G'day, good people. Welcome to the Grow Your Clinic podcast by Clinic Mastery. Here's what's coming up inside of this episode. This episode will be right up your Allie if you're looking to sell your clinic. We're diving into your exit plan. And trust me, you want to hear Jack's story about how the valuation of his clinic was massively different based on five different potential buyers. Plus stick around for when we discuss why you should think about your exit plan today, even if you're Spoiler alert, folks, this journey was not without bumps and maybe Jack, we haven't gone into depth into your story, I had four interested parties in my clinic. My team went from on board to, their words were, Jack, if you stay, we'll stay because we love you and we love working with you. But if you go, we're gone. They decided the outcome And it fell over. They'd almost gone, you've chosen who's going to acquire this business. We It feels like you are walking around in public without any clothes on Before we dive in, today's episode is brought to you by AllieClinics.com. If you're the kind of clinic owner who loves to feel organized and stay ahead of the chaos, you'll love Allie. Think of it as your digital clone. It's the single source of truth for all your clinic's policies, systems, and training. Test it for free at AllieClinics.com. And in other news, applications are now open to work with us one-on-one at Clinic Mastery. If you want support to grow your clinic and bring your vision to life, just email hello@clinicmastery.com with the subject line podcast, and we'll line up a time to chat. All right, let's get into the episode. It is episode 375. My name is Ben Lynch. I'm joined by Bec Clare, owner of Physio West. Hey Bec, looking smart in those specs. Yes, looking good. I need to level up. I need to level up. Here we are. I've got specs. Now I can see you. Oh, Jack, you're on the call too. Great to have you here. Jack O'Brien, spawning some new merch. You should see Jack and I's thread in Slack of getting some merch approved. He's hungry. He's got hoodies, t-shirts, it's all happening. Well done, getting the brand out there. Well, we're going to talk about your story today, Jack. I'm looking forward to diving into that. But before we do a couple of announcements, welcome to a number of really good people that have installed Allie into their clinic to help systemize their business, to help manage the performance of their team. We've got Jordan, Paris, Caitlin, Natalie, Blake, Mic, Kylie, Jamal. They're just a number. that happened in the last 48 hours. There are plenty more, but anyway, Jack O'Brien, we've got a few exciting things on the calendar for members and Yes, I just jumped off a session with Chris from Ava AI, who will be doing a series of member-only deep dives into AI and phone reception. We have Sara and the team from the People plugin, Providing members only insight into all things HR, health professionals and support services award and re-categorise, is that what they call back Re-classify. And for all the folks in our community, not just our members, we'll be hosting a workshop with Sara and the People Plugin team. in July. So, stand by for that. Members get the inside run, early access to that with SARA. And at the time of recording, Ben, it is the last week of June and we have currently an end of financial year offer. If you're thinking about getting immersed into coaching in the Business Academy or Elevate, if you want to fill your books, grow your team, optimize your operations, then end of financial year is a great time to do it. You need to send me an email, jack@clinicmastery.com. A small number of available enrollments apply. If you're listening to this in the first week in July, don't tell Ben, but I might. just let you in. We just got to have a quick conversation. So, send Also applies for members as well looking for an end of financial year saving, please reach out if that's you. So, today Jack, We haven't gone into depth into your story, notably your exit of the clinic, Terrace Physio Plus. And I want to go into that into some detail. Also for members listening in, we're about to announce a whole bunch of really exciting internal workshops and immersions for you. So stay tuned for that. It may have already happened by the time this episode drops. Jack. We're going to get to all elements of your story, but I remember a notable part of your exit experience whereby you had three or four interested parties in buying your clinic. I want to go there straight away because I think it paints a really nice sort of canvas for people to understand the different types of buyers that exist. And then we'll get into a little bit more about the mechanics, valuation, communication to team and clients, what sort of led you to exiting your business and the advice that you have for clinic owners. Now, you've helped so many navigate this, whether it's exiting partially to a team member or fully into perhaps retirement. So do you want to just frame up for us the type of buyers that you had in your experience and maybe there are Yeah, I think it's a key part of being in the Clinic Mastery community is we often have conversations that other ordinary clinic owners or clinic community don't get to have. Through a number of years of being part of the Clinic Mastery team, we would speak to folks from publicly listed companies, from private equity firms, private clinics or franchises that were looking to grow and it was out of those relationships. We nurture those relationships actively with a number of clinics and their version of success is to transition towards an exit or a sale event. And so, yeah, it really then came out of those relationships. One of those acquiring parties who had quite an appetite for growth and acquisition said, hey, you're connecting me with a bunch of these other clinics that are really suitable. It got me thinking, your clinic, Jack, might actually be suitable for us to acquire. Are you interested in a conversation? And yeah, one thing led to another. At the time, I was building a saleable clinic, but I wasn't actively looking to sell. And so, we teach this to clinic owners all the time, right, is that you want to have a clinic that is profitable, sustainable, and doesn't depend on you, where you've got full books, your team is growing, and your operations are optimized. That is a clinic that is healthy to hold on to, but So there's a bunch there to unpack. You mentioned private equity, franchise, private, so someone else that runs a clinic locally, team is another one. Did I miss one? Publicly listed. Publicly listed. So they are all very different types of buyers looking for very different types of deals that have different motivations for it. Talk us through the types of conversations that you were having with these folk and buyer or purchaser will be looking for different things and will see value differently. I often describe it to clinic owners like if you think about a house, right, a house property, a mum and dad with one or two children might look at that house and say, oh, that's probably worth a million bucks. Or a developer might come along, see the block of land, see the development potential, have an inside run with a builder and go, You know what? I can turn that block into a $10 million block of apartments, so the house that's there, I see that house as worth $2 million, not one, because they're looking at the value outcome very differently. What this practically meant for me and what it meant for listeners is, When different types of purchasers are looking at your clinic, they will look at value differently. They'll look at maybe the certainty of new clients and some of them will value that really highly. Others will value the employment contracts and the tenure that you have with your employees. Others will look at your lease and will see a long-term lease that has maybe three years left plus a five-year option. They might see that as highly valuable but also the inverse is true. There might be clinics who are looking for a clinic that is not tied to a lease and they'll see the value. So, knowing what is valuable to the purchaser is a huge key and then the other side of that coin is who do I want to sell to? Because for me, my legacy really matters and what my team continue on the clinic with really mattered to me at the time and so different acquirers will look different for the team that's, I guess, quite Jack, I also want to just double click on a little point that you made early in that for those listening to this episode might be like, oh, but I'm not looking to exit. I've only maybe just started my clinic or I really enjoy what I'm doing. This is not necessarily the path I want to go down. I think the distinction here is what you said, which is build a healthy, sustainable, profitable clinic that you have the choice. to keep and have it serve your lifestyle or be able to make that choice and when the time comes have something that is worth someone wanting to acquire it. So all of the things that we talk about here, it's not just about, oh yes, I am on an exit pathway that I want to do in the next 12 months to three years. It's what can we all be working on now to have that asset that is working for us or can I've probably seen this, like I've coached a number of clinic owners that jump on the session, they're like, I'm ready to sell. I want out. And the process, we asked the Clinic Mastery team this, how long have you seen it take typically for a sale to happen, even an internal for a team member? I think the shortest was six months and that was ambitious. It often takes quite a while. To your point, Bec, you don't want to be waiting and going, I've had enough. I'm at my wit's end. I'm burned out by it. Now I'm going to look for a sale. You want to be actively thinking through this well ahead of time and putting in the good systems, as you alluded to, Jack. to make it saleable. That was a great sort of quote. And was that formed by a book that you'd read, like built to sell or something like that? Just talk us through some of the thinking and frame of reference that you've had over time around exits Yeah, certainly Built to Sell is a great one and probably by some of the early content from Jack DeLosa who talked about a scalable and saleable business as well. A personal mentor of mine, an older gentleman, often would say that you need to build a business that is cashflow positive along the way and is valuable at the time because of the mistake that so many clinic owners or business owners really make is that Maybe they've got a profitable business for the years that they own it but it's not worth two pennies to rub together at the end and that's really disheartening or disenfranchising. I want to build an asset that continues and even now I know that the clinic I sold is moving into a larger premises and that makes me so happy that it's continued to Well, you spoke a little bit there about your considerations around team. I know you and I spoke at the time of you going through this. What were some of the thoughts? Just take us through how you're thinking about this because it was a really important consideration for Certainly. Well, spoiler alert, folks. This journey was not without bumps and maybe we'll get to the controversies along the way. Here's the thing. Different purchasers will have different implications for the team that continue. Yeah, there might be a lot of change or there might be not much change. They might need to roll up some systems into the acquirer's business or they might need to roll out some of the systems that I've built into the acquirer's other clinics. So, there's a lot of consideration for the impact that it will have on the team, but also, and this is the lesson that I learned. arguably the hard way or the challenging way, is that when you are selling a clinic, one of the key things that you are selling is the team. One of the criteria in most sale agreements, and this is clearly not legal advice, but one of the key clauses or criteria is that the existing team will persist or will continue for a period of time. It's like a contingent warranty essentially. And so, what that means is the acquirer you know, wants certainty that this business will continue, will keep going. And so they require a commitment that the team will continue their employment at least for a little while. Now that presents some challenges, right? Because me as the seller on whatever date, say July 1 or January 1 or whatever date you do it, When I'm gone, I'm gone. I've got no more influence over the team. But sometimes the sale document means that that team has to continue working for three months, four months, sometimes six months or even longer. And that's out of my control. And that's often a portion of the deal hinges or maybe is held in trust or held in escrow based on those employees continuing and that's a real challenge because I'm not in control of whether those employees like or want to work with the And so Jack, what you're touching on there is like, sometimes you might be offered a certain value for your business. Let's use some round numbers, a million dollars. But you're going to get 500 of that on July 1, as an example. And the other 500 is going to come after some period of time, maybe 12 months, maybe two years. And it's based on some of this criteria being met. X percent of the team are still employed. They haven't left and abandoned the clinic. The business has performed at a certain level. You can understand from the purchasers' mentality that they want to de-risk this as much as possible. But for you selling it, you want the least amount of those things, because as you said, Jack, Perhaps your role is very distant. You don't have a lot of influence over the team. So, the extra 500k in this example is like, well, I don't really have much control over it. I'd much prefer more upfront. Maybe it's less of a sale price, Yeah. It's a key negotiation point and they're a number. I'll use buy a house because it's an interesting comparison is you might negotiate on the value with a real estate agent in the middle, but there are so many other factors. Actually, there are a handful of factors when you purchase a property, but when you purchase or sell a business, there are a large number of negotiation factors. If you buy a house, you might negotiate on the length of the settlement or you might negotiate on the rent for the two weeks after settlement if the owner has to stick around or the building report comes back that there might be some termites and you negotiate $10,000 off the put, whatever the case is. in a business transaction, the same is true for some of these contingent warranties or contingent liabilities. And so, we might get to some of those specifics. But to keep the story flowing, the narrative, I looked at these. So essentially, out of all these parties that we described earlier, private equity, publicly owned, blah, blah, I had four interested parties in my clinic, which is a great place to be because you can internally use that as a leverage point. Four of those, three of them did a valuation on my clinic and I looked at, again, they value things very differently and I looked at the valuation and I looked at the outcome for my team and I decided to pick what I thought was in the best interests of my team and my best interests regarding the valuation figure. And again, long story short, what ended up happening was we agreed to terms with the purchaser and I'd spoken to my team about this at the time of signing the deal. Because before I'd signed a deal, there's nothing to share. It's just, no, it's in negotiation. Until there's a deal, there's not a deal. Anyway, in the time between signing and settling, you know, that period of six to eight weeks, my team went from on board to, their words were, Jack, if you stay, we'll stay because we love you and we love working with you. But if you go, we're gone. And clearly, one of the clauses in my deal was that the team must persist for X number of months afterwards. And so, literally, the two days, 48 hours before the settlement date, I spoke with the purchaser and said, I can't fulfill this criteria. The deal's off. And really, the tail wagged the dog. And the team, who have no financial upside or investment in the clinic, they decided the outcome of And it fell over. How did you feel now that you look back at it? That's a pretty big change two days out from completing the deal. You're obviously trying to make it work for the team, but they've ultimately said, we're not going to make it work for you. How do you feel like It was a tough pill to swallow. It was incredibly frustrating that they didn't understand the complexity and the weight of the overall decisions and the deal. For folks to have a lot of influence but not a lot of skin in the game, they had a lot to gain but nothing to lose. It was frustrating and disheartening, but ultimately, everything happens for a reason and a lot of trust was eroded. And so I had to dust myself off and walk back in on Monday knowing that for all intents and purposes, my team had shafted me and walk back in and say, okay, well, If this is how we're going to play the game, then we're going to have to play together. And if you folks want plenty of say and influence, then you're going to have to take some responsibility for the outcome as well. So it's time to work together or not. But I'm keen to make this work in some way, shape or form. I Jack, do you think there's any communication piece for those who are listening going, how would you communicate that? As you say, there's not a deal until there's a deal. But it can also be challenging to be in your clinic, amongst your team, knowing that you're sort of negotiating all of this on the outside. And how do you go about communicating that? Should you communicate that? And if you had your time again, would you earlier? I'm not sure, Bec, to be honest. It's such a tricky one because if there's no deal signed, there's no deal to talk about. I think in hindsight, I might speak with one or two of the key players a little earlier and get their read and get their perspective. Ultimately, the reality is that our team do have some influence in these situations. Whether they've got skin in the game or not, they have influence. And so probably it would be beneficial to have them aware of what's going on. And that awareness, that vulnerability does build trust. We talk a lot about vulnerability, trust, and ability to have robust conversations, conflicts. And so, yeah, I think I would tell one or two of the key influencers or ambassadors Jack, was the deal structured in such a way that you were literally out, that was the intention from that date? Because so often there are some version of the golden handcuffs where you're essentially required to still remain in the business. It might be for a couple of days a week or just be on call. Again, like you said, there are varying degrees of how this might be written up. And part of that is for the handover, the transition of a lot of the IP, the know-how, but also some stability through a reasonably turbulent or a changing period of time for the team. Was it the case that yes, you would be just directly out and you would have no interaction with the team moving forward? Or was there an option to continue on and sort of be there to help with the transition of the new owners? Yeah, it was pretty cut and dry, Ben. Again, I built a clinic that didn't depend on me. I was working in it give or take four to eight hours a fortnight and it ran very sustainably without me and the purchasers wanted a clean cut. They didn't want this divided loyalty or didn't want my shadow hanging around, so part of the arrangement was like clean cut, see you later, which was great. That works for both Hmm, what a spot to be in. So you dust yourself off and you go back in. That must've been a really challenging period for you to sort of come to terms with because you go through all the due diligence, you go through all the negotiation. You're two days away from completing the transaction and you have to say, I can't do this because essentially the team are going to leave. you go back in next week. Talk us through the following weeks. What was that like? And then you ultimately did get to selling, but what was the immediate period Yeah, it was, in some regards, a little embarrassing to walk back into a team where, like I said, the tail had wagged the dog, proverbially. I think the team knew as well that they'd done the wrong thing is a bit too stern a word, but they'd thrown their influence around where they didn't carry the burden of responsibility. So it was a little bit awkward, but ultimately, it is what it is. And this is the challenge of leadership, right? It's not always easy. It's not always rosy. So I had to take a few deep breaths, take a long, hard look in the mirror. For me, it was spend some time in the quiet place and get my strength from the good Lord above and, right, let's go again. And really, that was What's the alternative? Right? What's the alternative? Put your head in the sand and mope about and kind of blame or finger point or whinge or Practically, what happened? Was it in the following months you said, let's just get to work and fill the books and sort of continue? Because it can be quite a distraction. I'm interested maybe you connect the D.O.T.S here. Your eye is typically off the ball. negotiating these things, due diligence, accountants, lawyers, you know, your focus is not on the day-to-day operations. I've certainly seen a number of clinic owners during that period, things can slow down a little bit because you're working towards a deal happening. So what did you focus on in the following weeks and Yeah, really good question. We walked in, I said, right, trust has been violated and we need to repair this. We will repair this. For now, we're going to get busy. Exactly that. It was head down, bum up, and I need you as a team to do the right thing, which is help more people, help them more often, and add more value. Let's do that. In a couple of weeks, once our emotions have settled, we're going to talk really pragmatically about where to from here. And I'm really glad I did that. That was really helpful to give us something to aim towards, almost not a distraction, but a primary focus to look towards. And then once the dust had settled and kind of gathered my thoughts, spoke to my coaches, it was time to recalibrate. And then we made sure we sat down. We didn't just pretend it didn't happen or brush it under the carpet. It's like, right, it's time for a meeting and it's time to talk about where to from here. And I said to the team, particularly the key players, like, you want to have some say? Right. It's time to get some skin in the game. And if you're not going to get skin in the game, you're going to make this happen with me. I'm not doing this alone anymore and I'm not going to get shafted again. It's time for you to pony up some cash and get invested or you're going to help me find an appropriate acquirer who you are willing to continue to support the entirety of the process. Jack, do you think it was that in that, that almost gone, you've chosen who's going to acquire this business. We get no saying who our new leader, new boss is. Do you think that that's in part what they were seeking from you is part of that process to know who it was that Yeah, I think they want to say in who it was because in that period between signing and settling, that six to eight-week period, there was lots of engagement with the new owners and who they'd be working alongside. I think it was more that they felt they didn't have choice. I'm not here to speak on their behalf, but that perception of choice probably was the key element. Then there was a lot actually of misconceptions about what the future could look like. And so they were caught up in this hysteria of what it might be like that in The other point, Jack, that you make is there's a lot going on in that sort of settlement period. And we talk about the deal not being done until it's done. And same with the house. Until the money is in the bank, the deal is not done. And so there's a lot of noise going on. There's a lot of things to action in that time, but still continuing to make sure we see more people, see them more often and add more value continues to be what I'm hearing that we need to keep doing while we're still doing all like the wheels are in motion over here because until the money is in our bank account, until the keys are handed over, it's still Yeah, it's still your business. You have a contractual responsibility to run it healthily. And I've been through a number of different complex deals in my time and selling something is the due diligence process is very revealing, is very draining. It's dependent on perhaps who the purchaser is. But you have no idea what due diligence is like until you've been through a due diligence process. It feels like you are walking around in public without any clothes on for an extended period of time. All of the nooks and crannies are on public display and publicly scrutinized and it I remember it was a couple years ago at the Australian Physiotherapy Association Conference in Brisbane that one of the guys got up there in this business summit section, and I think part of his role was acquiring clinics on behalf of Healthier. And he was very open about the process. He sort of gave this list of here's the things that we look at when we're acquiring clinics. What shocked me the most was how open he was about dragging out the process deliberately. Because when you have a seller that's exhausted from the whole process, you're able to very much negotiate some favorable terms and prices. I thought that was such an interesting point that he made, obviously a seasoned campaigner, but when you're dealing with some of these bigger businesses that are looking to acquire, they know the game and they know that they can smell blood in the water, so to speak. If there's a clinic owner that's desperate to sell, they will drag out the process. They will make it complex. They will turn every stone and at the point you feel like just throwing in the towel and say, just buy the thing. they will keep going. And I think that's really worth knowing. And to the point, Bec, that you just mentioned, it's not done until it's done. It's just something to keep reminding yourself of, that the process can take quite a long time. And it is a turbulent experience, right? Incredibly emotional and incredibly subjective too. And this is the part that maybe a lot of folks have missed, is that a business value is very subjective. You can think it's worth something. Your accountant can say it's worth something. Their side or the purchaser's side will say it's worth something entirely different. Almost every transaction is negotiable. Is it included? Is it excluded? What multiple and what percentage? Everything is a variable and everything is up for negotiation. Everything is subjective. That's a hard concept to wrap your head around, particularly when it's your baby, if you've built it from scratch for a lot of us. I think I deserve. Yeah, but the purchaser doesn't really care what you deserve. They are trying to justify the future profitability. Business valuation is part science and part dark art. there are so many components that go into that valuation. But really, what is a business valuation? How confident are we in the future of this business to return a profit? And so, when people talk about multiples of business value is X multiple of profit, it's like, well, we have a strong degree of certainty that this business will continue as is for X number of years. That's effectively what a multiple is. Now, some acquirers look at business and go, we can double the revenue. Therefore, we can, in essence, halve the multiple. We might be looking at rolling up and improving the profitability so that reduces or grows the multiple. They might be looking at whether you fudge the number, maybe not fudge the numbers, but been a little creative with where you put money and all of these things I think, Jack, to that point, depending on who the purchaser is and how they come to that equation, you know, if it's perhaps another clinic or a team looking to acquire your clinic, it might be how long, the multiple might also be like, how long would it take them to get to your stage of business? And therefore they're willing to buy that in order to reduce the amount of time and friction to get to your point of business. And then they can go again. So I guess it's also who are you talking to, uh, in terms of how they value and what they value. When I say subjective, it's like well different expenses could be considered to be persistent expenses or one-off. A good accountant, a good valuer will add back coaching. This coaching is essentially discretionary expense on your profit and loss that otherwise doesn't have to continue and so many clinic owners say to us, I'm thinking about selling so I need to end my coaching membership. It's like well, A, no you don't because it's going to maximize your valuation but also B, it should not impact your valuation. It's an add back and good accountants, clever accountants know that. The same is true for maybe you've run some questionable personal expenses through the business hypothetically and does that get added back to the profit? Maybe you've paid yourself below market rates. Does that get taken off? the profit and how much and future liabilities like leave, long service leave or personal leave, how these handled and negotiated. It's an incredibly draining process and that wears away and therefore becomes a negotiation for the Having gone through that experience, Jack, how did it shape up what happened next in terms of who eventually bought the clinic? How did you handle that process differently? Take us back. So full focus on serving more people in the community, just stay focused to our core mission, and then we revisit it further down the track. Just talk us through where Yeah, so if you recall too, this was through early COVID times and so quite a volatile period of business for us all and by nature of the first deal falling over, over time, it might have been one or two financial years had passed and the performance of the business had shifted and so the valuation had shifted, not in my favor, and that impacted the valuation, which was, again, a tough pill to swallow. But nevertheless, the conversation with the team, to keep it brief but entertaining, the conversation with the team was, well, in the first instance, are you going to pony up the cash? And at the time, they weren't interested or didn't have the capacity to purchase the clinic in full capacity. So I said, Which acquirer is most attractive to you and how shall we make that work? So we talked about the types of acquirers. I engaged their assistance in communicating with potential acquirers and kind of had the team's blessing along the way. So we approached an acquirer, a local private entity. and they had an appetite to acquire, I had an appetite to sell and so there was a deal to be made and we went about that negotiation and from there, it was actually relatively smooth sailing. Not without the usual valuation tensions, not without the usual tensions of the process but I'd learned again in the negotiation periods to Negotiate out what is not within my control, i.e. the team tenure after the fact. And look, to be completely transparent, I was a somewhat distressed seller. I tried once and tail between my legs and at the time, I was often describing and I think we've talked about this on the pod. I would often describe my week at the time as like 80% clinic mastery focused and 35% clinic focused. And if you do the quick maths, 85 and 35 doesn't add up. I was overstretched and I needed a quick sale, which again is unfavorable. But once I agreed with the team, found an acquirer, went through the valuation, the negotiation phase, it all moved fairly swiftly Well, it's interesting, J.I.B., that you say unfavorable, and just to pull on that thread, probably financially unfavorable But in the context of the alternative, which was You already had something, Clink Marshree. You had the next thing. Often, clinic owners will come to us, they don't have the next thing in their mind. They're like, I just want to get past this milestone and hurdle. To some degree, it was like releasing you to do so much more impactful work, obviously, with the community and CM. And this is part of the nuance of the whole conversation. I've found myself working with a number of clinic owners going through a sale, whether it's to a team member or someone local or insert one of these other folk. And I often ask them early on in the piece is, how long do you think this might take just to see where their expectations are? And also, what's a minimum that you would settle for? And what do you ideally want to kind of set a bit of a band in a window? Because once they get through the process, so many people do say, look, I'm actually okay to take less than my ideal price if I can get it wrapped up sooner because the speed matters. Maybe they've got health problems or a family they need to take care of, or they're moving on to their next venture, whatever it may be. All of these are variables. I think the default is, well, you spoke to it, Jack. I just want the maximum dollar value for my business because I've worked hard over these years. Yes, and that's probably going to come with a number of these covenants and warranties that are in there, requirements post-transaction. And you might be okay with that. Plenty of folk in the community have been happy to accept the golden handcuffs and work their way through to the maximum dollar value in the subsequent years. But I think that's worthwhile actually going through And thinking through, as you enter the exit process, the exit conversations, is what am I happy to settle for? Maybe you're not leading with that for folks on the other end of the conversation, but it's really worthwhile stress testing. I remember having this conversation with Lisa and going, you know, what is the minimum that you would actually accept on a dollar perspective? It was nearly half what the ideal was. But what it meant was the deal could move a lot quicker, which was really important for what was next, more of a passion project and an incredible business, more than just a passion project, an incredible niche business. And that worked out a lot better once that was clear. We ended up doing that probably a few weeks into the overall conversation. So I think it's worthwhile for folks that are tuning in, whether this is on your immediate radar or not, is actually considering it. J.O.B., you spoke to some of the lessons from the first deal going into the second deal around the team element. Were there any other things that you reflected on? And I don't know this, but just spitballing here, We've typically talked about regular valuations in your business, providing some degree of a benchmark or a reference point in the past. Was that something you would have done differently? Were there other things that you would have done with your team differently? Hindsight's 20-20 vision, right? Always. What are some of the lessons that you've had out of that going from failed deal one to successful deal two? Yeah, the team was such a critical thing. It's no obvious or easy answer. I am really proud of my leadership and the culture that we built. In a sense, I built a team that was too loyal to me. Despite the turbulences and things that have eventuated subsequent, I still have great relationships with so many of those people. It's like a job interview, right? What's your biggest weakness? Oh, I care about people too much. I built such a strong loyalty to myself that A reasonable question is why didn't you continue with it? If it demanded so little of you and you had such a loyal team, did you ever reflect on, oh, maybe I could have kept this just running Yeah, good question. I considered it and selfishly probably keeping it would have been a good thing to do personally. From a clinic mastery perspective, it was a nice little guinea pig. I can test out all of our softwares and theories on my practice before rolling them out to the community. The reality is that I wanted to serve clinic owners more. That was where I wanted to invest all of my time, not just a portion of my time. I was not able to give the team at my clinic the attention that they deserved. It's all well and good for us to sit back and say, I've worked four hours a fortnight or whatever it was, eight hours a fortnight in my clinic. My team needed a leader more present than that. I became the ceiling on them and I don't think it was fair for them. maybe selfishly, I could have held on to it for a little longer and maximize the valuation and got through the COVID period and set up the leases a little bit. Of course, there was things I could have done differently, but I think at that point in life and even in hindsight, continuing to Jack, heading down that line a little bit more, what was one thing that surprised you in the process? Like you've obviously worked with businesses prior to trying to sell your own. What I mean, I had built a very systemized, independent-from-me clinic and it was still hard to sell. And so, I thought it would be easy. Not easy, but as easy as it gets because I've done all the clinic mastering things, very similar to yours, Bec. I was the carbon copy or the pinup of what a clinic mastery clinic should look like and it was still tricky to detangle myself. So that was surprising how challenging it was. It was surprising just the number of hurdles that come between that signing and settling even for the second deal that it was pretty straightforward, cut and dry, black and white. It was still a trick to get it across the line and even though it was simple, of course, lawyers get involved at some point in this process. And, you know, we often say the best lawyers take what is simple and make it infinitely complex. And they did a ripping job of that with my deal. I remember to actually settle the deal, we'd pushed settlement back from a Friday to the Monday and then we had to push back to the Friday just to sort out some technicality. And it was lawyers doing lawyer things with different entities and leases and finance and blah, blah. I don't even remember the specific details. But I do remember We pushed it out by a couple of weeks and it was coming close to a holiday period. And, uh, I was fed up and ready to get this deal done. And so I'd committed to a camping holiday with my family. And so I drove my ute and caravan with three children on a scorching summer's day to the acquirer's premises and I parked in their car park. So I'm not leaving until the money's in my account. We are getting this deal done. Cancel patients, call accountants, do whatever you got to do. Got to get this done for both you and for me. It was in their best interest too and they knew that. So, nevertheless, it was just hard. That was the surprising thing, Bec. Buying a house, like once you sign an exchange, you can't just wait six weeks until the banks get ready to do the transaction. It's not like that with a clinic acquisition. So, that was what was most surprising. What am I most grateful for? I think, I mean, so much. I'm really grateful that I chose to build a clinic that was saleable. I'm grateful that I I listened to my coaches and I put things into place that at the time kind of seemed a bit superfluous or pointless or over the top. But when it comes time to sell, to have a clinic that is systemized, documented, clearly predictable from a client perspective, from a team perspective, from systems and finances, Putting in those little pieces years prior when sale time comes, you end up really grateful for that advice and that mentorship and the accountability. And Ben was a key part of that, an accountability to do the little things that will one day pay off. What is your parting piece of advice here, J.I.B., from all the distilled wisdom? I would say aim at something. No one's committing you to it, but think about on what timeline and to which purchaser do I want to transition to. It could be someone on your team in the next couple of years. It could be to a clinic down the road or it could be to a big group, whatever that looks like. Who do you want to sell to and why? on what timeline and start building towards that. Now, it's all written in pencil, not pen. You can change it. It's okay, but aim for something because that will dictate the behaviors that you take today and maybe when you get there, you realize that you've built a clinic so wonderful that retaining it is actually the best choice for you or in fact, going through with the sale is a very fruitful exercise for you. So pick something to aim at, aim at and go after it. So many clinics kind of build They build the Frankenstein as you often described it, Benny. They just No, build with the end in mind. Jack, thank you so much for your insights on this. We're going to share more stories as we continue through guiding your journey towards building a clinic for good. You can head over to clinicmastery.com/podcast for all the show notes and previous episodes and we'll catch you on another episode