ESOP Radio

ESOP Legislation, Lending, and the 2026 Outlook: A Mid-Year Update

Menke Season 1 Episode 25

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0:00 | 29:05

Business owners considering an ESOP are operating in a noticeably different environment than they were a year ago. This episode covers three developments reshaping the ESOP landscape in 2026: a major shift in Department of Labor enforcement, several bills moving through Congress that address long-standing valuation and financing gaps, and new flexibility from banks that are lending to ESOP transactions.

The hosts open with the Department of Labor's decision in January 2026 to remove ESOPs entirely from its national enforcement priority list, a change from years of heightened scrutiny to what they describe as a more principles-based oversight approach. They then walk through several bills working their way through Congress, including one that would define "adequate consideration" for closely held stock valuation, one that would remove ESOP contributions from standard defined contribution plan testing limits, and a proposed federal loan guarantee facility at the Commerce Department intended to close a persistent ESOP financing gap.

On the lending side, the hosts discuss how banks are structuring ESOP loans more flexibly than in the past, using tiered commitments (sometimes called accordion structures) that release additional funding as a company meets its covenants, rather than requiring a company to renegotiate an entirely new loan. They also cover current interest rate ranges, the continued role of seller notes, and where valuation expectations stand for the second half of 2026.

Listeners will come away with a clearer picture of the regulatory and financing environment ESOPs are operating in this year, along with specific caution points around valuation expectations before pursuing a transaction.

Key Takeaways

  • The Department of Labor removed ESOPs from its national enforcement priority list in January 2026, signaling a shift toward more predictable, principles-based oversight rather than heightened audit and litigation activity.
  • The Retire Through Ownership Act (S. 2403 / H.R. 5169) would establish a clearer legal definition of "adequate consideration" for valuing closely held ESOP stock, letting fiduciaries rely in good faith on independent appraisals that follow IRS Revenue Ruling 59-60; the Senate passed it by unanimous consent in October 2025, and it is awaiting a full House vote.
  • A separate bill, the Employee Ownership Fairness Act, would remove ESOP contributions from standard defined contribution plan limits (415 and 404 testing), reducing the risk of excess contribution refunds or excise taxes.
  • A proposed federal loan guarantee facility, the American Ownership and Resilience Act (H.R. 3248 / S. 1645), still active in committee, would establish a zero-subsidy investment facility at the Commerce Department, similar in concept to FHA or SBA-backed lending, to help close the financing gap that has historically limited ESOP deal sizes.
  • Banks are increasingly using tiered, covenant-based lending structures that allow additional funding to be released over time without requiring a new loan process, giving sellers more flexibility than a single fixed loan amount.
  • Seller notes remain a common part of ESOP financing structures, typically paired with a senior bank loan, and delayed-draw note structures are now part of the available financing toolkit.
  • Current ESOP senior loan rates are running in the high-4% to low-6% range, based on SOFR plus roughly 1.5 to 2.5 percentage points depending on company size and cash flow.
  • Business owners should understand the difference between valuation (a range) and price (what a transaction actually closes at), particularly since most ESOP transactions are priced on a single-digit EBITDA multiple rather than speculative growth assumptions.

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Welcome back to another episode of ESOP Radio. I'm Ben Spadt and as always, I'm joined by Trevor Gilmore. We have a packed agenda. We're covering three things. The current state of ESOP legislation as of early June 2026, and what we're seeing with ESOP lenders and how lenders are getting more creative. And our outlook for the second half of the year. Trevor, good to have you here. Always good to be here, Ben. Well, let's start with legislation. A lot has happened since the start of the year. Where do you see things stand today? You have been there's real momentum in Washington. So for those plugged into the space, you know what I'm talking about. For those new to ESOP's, you might not the biggest story for ESOP in 2026 has not been a new bill. It's been a fundamental shift in how the Department of Labor approached enforcement for years. The Department of Labor, aka the Dol Employee Benefits Security Administration, also known as MSR, that's what we call on industry is up here. Listen to what ESOP code adopted last night. Had you set out on its national enforcement hit list? And basically what this means is a hey, let's inspect your stops. Be be out there scrutinizing transactions, what's going on, and so on, above and beyond, just normal enforcement. So it's called what's called an enforcement priority. That created an adversarial environment. In January 2026, they removed Esops entirely from the national enforcement hit list. So that's huge. So basically, it's giving a lot more comfort to both business owners and the entire Esop advisor industry as a whole. 2 million Esop advisors, quarterbacks, investment bankers, firms like many, you know, the trustees, the evaluators, you name it, banks. You know, the whole ecosystem there. So this has signaled a move towards a more principles based oversight framework, meaning that there's going to be fewer surprised lawsuits and audits and a more predictable compliance environment. So overall, that gives Esop companies much more breathing room. And we welcome this change with open arms. That's a huge change. And as far as active legislation, there are several bills that are working through Congress. The Retire through Ownership Act provides a clear definition of adequate consideration for valuing closely held stock. And when I say closely held stock, I mean Esop stock, essentially, stock that's not traded on, you know, the New York Stock Exchange, Nasdaq. But we allow Esop fiduciaries to rely on independent appraisals under the IRS ruling, revenue ruling 5960, the bill and an offer forever. I've been saying, well, that's what 59 means. 1959, you know, so we have been dealing with this, it was this gray area where we don't know what adequate consideration is. And so the bill passed Senate in October of last year. And, you know, we're hoping for it to pass the House and then hopefully get signed into law. But basically having a clear cut set of rules as to what is how do we determine adequate concern and how much to pay for these companies. The Ownership Employee Ownership Fairness Act is another one. That one was in the Senate, and it would remove these Esop contributions from our total defined contribution plan limits. And basically, there's 415 and 400 for testing. Are some of the are the two major compliance tests that this addresses. And one is the contributions that we make to Esops go against those limits. And so sometimes refunds need to be given if you contribute too much, either employer or employee. Or we can have some excise taxes if there are too big of contributions. And so what we're saying is with Esops, they're not so much like 401 KS that they need to be, under that same umbrella. And so we're trying to remove those. And that's what this Employee Ownership Fairness Act does. And it allows these employees to benefit from both 401 K's and Esops. And both these bills that I just talked about help remove a lot of friction from our system. Our current system. And then the big one, Trevor, is the and I have to look at this or I had or Laura, you know is it. Yeah. What is what is it. So Ora is and actually let me talk a bit about the 415 a little bit. I mean, that's a huge thing. Of course. Yeah, yeah. You fall under what's known as a defined contribution plans. Just like for one case, however, they're much different. You know, it's we're talking about company stock not necessarily cash just going in and getting allocated and you know and so on of time out stock that you know gets allocated. Right. So along with the spirit of that and treating it under the same bucket as a form okay. You know you can definitely have the argument. Hey let's think about the Isa limitations. And then I know, you know, we're talking to clients all day long about the corporate FDA, the 404, you know, and and so on. That all works. I can definitely see that argument that, hey, let's think about the seesaw piece a bit different, right? Absolutely. Yeah. So let's talk about AORA or AORA. Yeah. So AORA remains one of the most significant new ESOP bills in a generation. And it basically establishes a zero subsidy cost investment facility at the Commerce Department designed to unlock private capital for Esop formation and recapitalization through federal loan guarantees. So basically Tldr here, let's summarize what this means. It's very similar to the mortgage market is where people are thinking this should go. So you go out and get a house and traditionally you get a 30 year mortgage, right. Or maybe it's shorter. You know, there's all these different options or a ten year interest, only a 15 year, 30 year Ram or, you know, and so on. Traditionally, the financing sources for Esops have been senior banks and they'll and a very simple example here, let's say a company is worth six times profit that they think will probably come in and say well then too. So what about the other four? Well, it's usually it's now maybe a private credit fund. I know that's they're very taking out what they want to lend to. I mean today is what June 5th. Wall Street Journal had a big article saying private equities pulling back and so on. And you know, we see that yes, it's attractive for some industries as are and do some not. But overall there has been a financing gap for Esop formations. And that has been a pretty large barrier, especially for business owners who want max cash to close. Absolutely. And this was one of the major reasons why I was in Washington and talking with politicians last month. Well, in early May was talking about this and talking about how there's really outside of the administrative costs. There's no cost to taxpayers here. It is basically the government saying we believe in esops. We believe they should be funded in a traditional sense. So we're putting the the government backing behind these loans. So much like an FHA loan or an SBA loan, but a little bit easier to get because we're going through traditional lenders and saying, hey, I have this Esop, I want to sell 100%. I want to sell 100 to the Esop. And the lenders can say, okay, well lend, you know, maybe not 100%, but 80, 75 or however wherever their tolerance is. And the government says that they basically sign off on it. And if you know, if the provisions aren't met, then, you know, there's some safeguards they are in. And I think that's going to open up a lot of doors for these esops. And it looks like it's remaining active in committee right now. That's huge because it's not active. It's dead right. You know. So yeah. So for Mesa at a moment. Yeah. Momentum here is building. So that's all positive sign. And you know it seems like hey it's you can figure out the financing piece. Then an Esop can truly come to the table and compete with other strategic buyers. I mean, strategic need on the whole value thing. But, you know, other buyers for the business that come to the table, but most of the capital clubs, right. So this could be a game changer. And you're right, if it's not active, it's dead. And kind of piggybacking on the funding side and also the activity is the progress we're seeing on the funding front in the fiscal year 2027 appropriations bill. So government again, just talking about, okay, we're setting aside this money for something. The language that's included in there is directing the Commerce Department to address the financing gap with Esops. And so bringing in that from the previous legislation that I was talking about and that Trevor was talking about, and they're trying to kind of move that needle forward and move it into the 21st century. And again, bridge that financing gap. Exactly. Good point. Ben. And the committee report explicitly recognized that Esops can be an effective tool for retaining American companies, especially those undergoing business succession. And how many baby boomers are now? So here we talk with a lot of Gen X business owners every day about and I should know, millennial too. Talking to a lot of millennial that is this owners who created a business 510 years ago and then water it. Hey, what is my plan here? You know, overall we're seeing planning starting earlier versus in the past and so many private businesses out there. I mean, all businesses basically have a succession problem, right? Every single one does. You need to have some success, a strategy and so on that there's a liquidity piece that is on top of a lot of business owners minds, and it's not going to go away, you know. So for Esops to kind of be competitive, which a lot of people are aligned with the Esop exit. And, you know, we always say if you own a business, then it's better off independent. The Esop is probably the way to go. If it's not for whatever reason, like, you know, deep personal risk companies are profitable. You need to be part of a much larger player to really, you know, finish out the product stack and you know, be competitive and so on. Then you end up going to work, you know, because esops are driven by cash flows. And by that we mean have positive, healthy, stable cash flows, increasing cash flows. Well let's get back to the financing piece here. So yeah overall and this is welcome news. And we definitely look forward to to seeing what develops here. You know ideally be a part of this this move here. And and in summary it's a direct endorsement from Congress that financing remains an offset. But you know so that's huge right. Actually trying to solve a problem. Right. Which is very awesome. Right. And you know we talked a lot about the problem. But legislation is moving in that in the right direction there. And I think the real story is that Washington is finally acknowledging, you know, with what you were talking about with FSA, with what we're talking about lending, they're finally acknowledging what we and others have known for years that esops work and that they need better access to capital to help kind of grease the wheels of these these plans and these ideas. And then speaking a little bit more towards lending, we've discussed the access piece, which is those government backed loans and, and and that's being the biggest barrier. And we've been working on a couple deals together. And I, I thought it might be good to talk about how they're getting a little bit more creative. And I was always told that creative bankers and creative accountants end up in prison. So maybe that's not the right word. But what's kind of the, the, the, the cutting edge of what we're seeing in the lending? Yeah, yeah. I've been so what we're seeing overall is for quality companies out there, banks are opening up their pocketbooks and wanting to lend for esops. So a lot of banks I mean, in the past, you always had to go to the niche players and some of the big nationals, you know, maybe a small few of the deals would go that way. And the Aboriginal players that are very into it now have Esop teams and so on. But it's always been kind of a niche market and we're seeing that change a bit. You know, we're seeing a broader interest in Esop lending. And on top of that, we are seeing more creative financing. Now. We're not talking about like you know the let's Evan mortgage crisis. You know, or you know, state income loans and you know all that. So we're not talking about that. All we're talking about is, okay, we have a company in that earlier example that's worth six times profit. Well, the bank says, you know, I'm comfortable. Company has a clean balance sheet. Cash flow is good. These ratios all a good coverage ratios, fixed charge you know so on. But we want to manage our day one risk. So we're going to come in and lend two times that. But we're going to keep maybe another one X on standby. And if the company performs and meets its covenants over the next several quarters, whether it's three quarters, four quarters, maybe up to two years, you know that they are what makes the most sense here. We're going to then release another one X, and we'll continue that path until the full resolvers paid for. So what this means for sellers is that they get an upfront payment that they have. Then they can use and reinvest. You know, they're doing what's called the 1042 rollover. That does take capital to do the tax deferral. If you're a 1202 and we're seeing more and more 12 of two bills to, you know, have to do. 1042 you know, you just have 12 or 2 stock and and it won't be capital gains on that tier. But now you have liquidity, you know, from the sell and that delta for the sellers, you know, is basically a seller know the earning interest. But then it gets paid down. Right. So I've seen banks being much more creative and just say, no, we're not just going to come in at two. We're going to do this structure here where if the company performs Mehta's covenants and everything is going well, you know, we're then going to basically dry down on that sour note and increase the total amount that we're committing. So that's great because that is much more flexible than the past, where in the past you would just see, you know, one loan and that's it. You know, they're you're talking about a whole day loan only facility in two years. And when you want to come in and refinance. So we're seeing that structure. These are called accordions. There's other terms in the banking industry to describe what we're talking about. But that's basically the gist of it is looking at a long term facility that is looking at the full value, the full cash flows and basically timing the risk according to covenants. You know, it is basically a is and I'm going to draw on that so that, you know, can definitely be utilized. So, a lot of clients are interested in that, you know, because it's flexible, you know, and so on. And I, I think, you know, that's very important is that, you know, whether it's an accordion, you know, we're stretching out perhaps the time or the elevator where we're offering more money if certain criteria are met. Neither of these need to open up a new loan. There's you don't have to do a new due diligence. You don't have to. You know, the the bank is now keeping the, the their finger on the pulse for much longer. But in an effort to lend you more money and to maintain a stronger relationship. So, you know, the company doesn't have to jump through all the same hoops of setting up a new lending arrangement for that second piece, that second tranche of funds. The bank says, we'll lend you this much now, and if it goes well, we could stretch that out. Or we can, you know, perhaps do some other elements. And I think that's important because it's beneficial to both sides there. Exactly. And it really shows that lenders are looking for long term relationships, especially these hot lenders. You know, because I understand Aviva well cash flowing companies that are in it for the long term. You know and and we see in our quite a bit as you know, clients that leave it around for 52 years since 1974. Yeah. One of our advisors in the 80s that deals for a two, three, nine and all those companies are a 200 million. So if you're a bank, you know, go to that whole process. I mean, that's been and also quite a heck of a deposit. You know, I think the Treasury management, you know, think of this and that. So banks are looking at the long term relationship here and the long term opportunity versus just, hey, you know this is what we see here now and that's it. You know, and and so on. So that's definitely a positive move for the industry is is finding that, you know, fighting those long term banking relationships that see the value. And then for the clients as well having that long term partner. Because most successful you saw companies do grow over time. And they're going to need much more sophisticated help over time as well. So that's been a total welcome change. And overall shows the long term thinking involved in our industry. You know Esop is a long term play. And now you so a little bit about this before. But seller notes still remain common. And the classic financing structure is still a combination of a senior bank loan like you said 1 or 2 times profit. And then the remainders on that seller note, the seller takes that note for a period of time and it gets paid over time. The structures, you know, been there forever, but now we have more options. We could do a delayed draw note like you, established that accordion for future growth on that menu has expanded dramatically. And I think the other piece of that that's cool and kind of important is banks are reaching out to us and banks will say, hey, let me take a look at something even if they don't offer a financing for this, this, you know, this particular case, they're curious about it. They want to see more. They want to see what are these companies doing? Because you're right. They are great investments. They are strong companies that are around forever. But I think layering that that menu has, kind of expanded now. And the appetite has also expanded. And I think, you know, with the coupled with that legislation, things things are looking up. Absolutely, absolutely. Yeah. And also on the financing front too, you know, we are seeing lower interest rates and we've seen an selling or seven, back when Prime was 8.5, just a couple of years ago, you know, senior loans were hovered around that. And now we're seeing loans somewhere like Sofr plus, anywhere from 1.5 to 2.5, depending on company size, you know, cash flows and so on. And so what that means for interest rates is, you know, basically we're looking at high fours to, low sixes right now. All right. So banks have become much more competitive with rates. But you know and those rates are going right I mean prime right now is is where it's at you know. And who knows. But but overall you know the key summary is and this discussion is that, you know, for for companies with solid financial solid cash flows, you are most likely bankable. You know, you're on a decent term and it's talking about these acronyms here, you know, that are terms. You know, the accord in the elevator, Space-x is going public ahead next Friday. That's a week from today. Like, where's the where's the rocket ship feature I know yeah. To the moon element. Right. That's funny, but a lot of what you're saying, you know, is we're we're kind of talking we're we're touching on that next topic. And it's, it's a great segue is, you know, the outlook where, you know, lenders are happy to land. We were you and I both we were on a call and then we looked up what Sofr was in this current moment, just to kind of gauge where we would be. And we're both pleasantly surprised that it was lower than we thought. So you're right. You know, we're getting much better rates, much better terms. People are and lenders are more excited to to lend. But yeah, along with the accordion and elevator, we do need a rocket ship. But when we're looking for towards the future and looking towards the rest of 2026, what do you see on the horizon? Yeah, so I'm very optimistic for the industry as a whole for the rest of this year. I mean, we see a lot of deals here at we're talking to a lot of business owners every day. I, you know, you and I at our advisory team, you know, that's what we do. I do business hours day in and day out about these sub options. What makes sense value, how to position on a plan, what the financing situation looks like. There's an economic driver too right. And and all that. So those calls have not slowed down. And our deal volume, you know in terms of what's in our pipeline and so on. So overall 2026 looks a very strong end to the industry as a whole. You know, talking to people in industry, you hear a lot of activity out there, and it just makes sense when you look at the raw number of businesses owned by X, owned by still owned by baby boomers and even vinyls. Right. And what we'd notice is a module on Gen X generations, our planners, and much more so than, you know, possibly with their parents. So they want to create a game plan. And these is so flexible. So all minority companies like the US can actually do a contributory Esop or do the pre fund, or we can go another hundred percent. A lot of strategies out there that I can get the ball rolling on a solution, on a strategy now. So those are always fun discussions right to have. And we're having those day in and day out. So long story short I'm bullish. You know I'm on Esops still you know and it's the same old story. You know you saw versus private equity where it's a strategic you know for for companies that can go down the strategic path right. So you know you two typically have a fork or maybe you have three options. Right. But that said the the Esop is usually a sure bet. You know, valuation expectations are aligned. And you know, the financing and all that. You know, the likelihood of that going forward with the deal. We have a company with a good team, you know, and so on. Giving them skin in the game can make tons of sense. Absolutely. And talking about the giving them skin in the game, you know what? We don't really touch on it much because we're more on the front end. But what about employee demand? You know, how what's the sentiment with individuals that don't work for Esop companies or are curious or started working for their first one? Definitely. Employees are definitely out there and starting to realize the benefit of working for a company that has equity as part of its compensation. So Esop companies are, you know, that's one of the biggest models out there. So then you and I talked a couple weeks back about the trend in the Central Valley here in California, that employees in the Central Valley are actually seeking out Esop owned companies. Yeah. And we're we're seeing that, you know, and once employees understand that, especially if they've worked or they've had a friend, family member work for an Esop company and got basically a surprise money, you know, you do get a statement every year, but a lot of people don't think it's real till they actually cash out and get the money, because that's when it actually turns real. They see the power of that and it's real. You know, it's this is a real thing. And you know, we see that across our client base, you know, and then part of the sustainability when we work with clients projecting out the cash flows and the buying back needs, there's a lot of wealth that's generated out there. And employees want to be a part of that because what's the alternative? You know, and not having. Right. Yeah. Well the more awareness out there more education. And yeah, as we say, if you build things, if you're crucial to the organization and so on, I mean, having equity, having some skin in the game just makes a lot of sense because I'm going to work harder. I better work smarter, more efficient and contribute to the bottom line because it's my teacher, it's your future, you know, so on and you'd have that incentive. That's incentive is huge. And then also like you said when you open that statement sometimes oh my first one's $2,500. It's not all that exciting. And I'm only partially vested. But once you get five, 6 or 7 years into the plan and you start to look at it and you think, oh, that's a real number, now that's a number worth sticking around for. But also, how can I make that number bigger? And I have control over it in some part, you know, whereas when I put money in my 401 K and I'm investing in Apple, Coca-Cola or whatever, I don't necessarily have control over how well those companies do. So, you know, we're talking a lot about positive trends for 2026, but are there any cautionary notes for the second half of this year? Yeah. And this yeah, this is definitely relevant today. And IT owners. But the valuation expectations and there is a difference between valuation and price. All right. Price is the price at which you buy and sell something. Value is a range. And that's a value range right. So expectations on the value front. Absolutely. You know the read Wall Street Journal here. You read hey these companies have no profit yet they're valued at this. Obviously the I data set area that all data system insane expectations with their pricing and all this insane future growth. Right. And discounting that to today is our companies by definition for the most part are going to be mature stabilized with some healthy growth, you know, so overall you're talking about probably a single digit EBITDA multiple. An EBITDA is basically another word for profit. Yeah. So profit times are planning you know for Esops nearly all deals out there. And you have some people who will show you, you know, the extreme upside using the warrants and how it's higher and so on. But generally speaking a negotiate a deal is going to be in that single digit. And it depends what industry you're in, what the future cash flows are. And you know what your overall cap rate is on the behavior. You should, you know, and so on. The risk that the cop's some valuation. That's what he said. And you know, we always start off with that discussion so that we have something rooted in reality with our clients and we have access, you know, of course, man, and all the database and as and all the deals we've done and, you know, and so on. So it's yeah, that's always the first discussion if you want to go down the easy path is understanding that value range. Is that interesting. What's the lever if I actually achieve you know the company has very high growth rate. You know, what does it look like if I stay the course and maybe do a small deal now, get some liquidity off, spread ownership and then do a bigger deal in a couple of years. And we do a lot of those. The minority esops where we saw less than 50%, and you consider a control 100% sell or going to 100% several years in the future. Right. And that that's part of the whole discussion is, hey, where are you positioned today? Where do you want to be? Where are you headed? And what makes the most sense? And I mean, you're absolutely right. And I think that focusing on the company itself and, and what moves the needle for that value, which now is the operations of the company, how much money are we putting down towards profit? How much of revenue trickles down all the way to profit? And what's driving that? And how can you know? How are we best modeling that? Because, you know, if you remember the original tax Cuts and Jobs Act, back in 2016, 2017, that was a sweeping change that changed the corporate tax rates, that made everybody's business worth more because they're paying less tax. There's not going to be anything like that. That is just going to be a sweeping change. So it's really focusing on your fundamentals, really focusing on your company and that's where the value is going to stem from is is the operations of the company and future cash flows. So exactly that you saw a cash flow buyer. You know that's what it is. You know, the cash flows in the company is what supports the debt overall. So it all also work out. Right. So it's it's fun stuff that I so yeah we talked about these conversations every day. Then these outfit analysis. Hey how does this whole thing shake out. No absolutely. And I laugh because you're absolutely right. You know, we do talk about this every day multiple times a day. And it's it's a good thing. You know, there is strong activity. And you know, the fact that we're seeing more creative financing and that ownership culture, that skin in the game feeling is continuing to gain traction. And everybody's seeing it. Absolutely. And, I know you and I had both kind of valuation adds here. One of my pastimes is taking a bring a trade to the car auction website. And guess, you know, where I think, you know, whichever car, where it's going to trade and then going back and looking at the results and, you know, these are seven, nine now I think the premiums like what, 11 days maybe, you know, a long say, okay. How close was I. You know. And it's not. So you look you know. Yeah. But it's because you think about yeah. What are the elements that go in and into a sale. And sometimes you get somebody and that's what we mean by strategic. Somebody is going to come in and find something that is valuable to them and only them and will pay more. But by and large it's going to fall within a certain range. Absolutely. Yeah. There's a lot to be excited about here, a lot of good stuff. And you know, let's see what happens with the other disappointing deal. You know let's we're definitely tracking that closely here. We're going to keep it run update as we learn more. And there you know as well. So yeah everyone that's it for today. Thanks for joining us Hope everyone has an awesome day. Shoot us a note to talk about you saw fit. Follow us on LinkedIn, Spotify, YouTube, Apple or Menke.com. Have an awesome day everyone. Thanks for joining us. Take care. Thanks and goodbye.