On this episode of Deal-By-Deal, host Greg Hawver is joined by investment banker Hector Torres, Managing Director of DC Advisory’s global healthcare team, for a discussion on the new normal in the M&A market, especially involving the healthcare industry. 

Hector explains that, while market activity is starting to level out from the torrent of transactions in the second half of 2021, the lower middle market and middle market are still thriving. Flexibility is now the hallmark of successful deals, with parties increasingly creating bespoke processes to better meet their goals.

Hector also provides guidance to independent sponsors and other private equity buyers seeking to win actionable deals in the current environment.

Meet Your Guest

Name:  Hector Torres

Title:  Managing Director at DC Advisory

Speciality: Based in the Chicago office, Hector is a Managing Director in DC Advisory’s global Healthcare team. Hector has over 16 years’ investment banking experience, specializing in M&A and strategic advisory transactions. Before joining DC Advisory, Hector was the Co-Head of Healthcare Investment Banking at FocalPoint Partners, where he led a national team of M&A and Capital Markets professionals focused on hospitals and health systems, physician practice management, post-acute care and other related healthcare sectors.

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Acquired Knowledge

Top takeaways from this episode 

• State of play in the healthcare industry. After the last year-and-a-half’s “perfect storm” of low-cost capital, high demand for healthcare services and assets, and record levels of private equity fundraising, the market is starting to cool off again.
• Back to basics. Buyers and their underwriters tend to have great confidence in the viability of the investment, but Hector is seeing that lenders are scrutinizing everything in unprecedented ways. Therefore, having a credible base case and performance attribution for the growth case is vital.
• Maintaining flexibility. Recently, we’ve seen assets wanting to retain flexibility to only make the deals that meet all their goals, so they are “tiptoeing” into the market and being patient. This requires heavy preparation on the sell side, including putting together market studies, a full financing package, and the quality of earnings and revenue.

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This podcast was recorded and is being made available by McGuireWoods for informational purposes only. By accessing this podcast, you acknowledge that McGuireWoods makes no warranty, guarantee, or representation as to the accuracy or sufficiency of the information featured in the podcast. The views, information, or opinions expressed during this podcast series are solely those of the individuals involved and do not necessarily reflect those of McGuireWoods. This podcast should not be used as a substitute for competent legal advice from a licensed professional attorney in your state and should not be construed as an offer to make or consider any investment or course of action.

You are listening to Deal By Deal, a McGuireWoods Independent Sponsor podcast. Deal by Deal invites you to conversations with experienced independent sponsors and other private equity professionals. Join McGuireWoods Partners Greg Hawver and Jeff [inaudible 00:00:17] as they explore middle market private equity M&A to provide you with timely insights and relevant takeaways.

Hi, and welcome to Deal by Deal, a podcast for independent sponsors and others in the private equity community. This is your host, Greg Hawver. In this episode, I'm excited to be joined by Hector Torres, a managing director at DC Advisory, and Hector and I are going to chat about the current state of the M&A market in middle market and lower middle market transactions.

As we sit here in July of 2023, it's been an interesting start to the year. I'm excited to get Hector's viewpoints on it. So with that, Hector, do you want to tell the audience a little bit about yourself and your practice?

Thank you, Greg, and thank you for having me today on the podcast. Excited to be here. I'm Hector Torres. I'm a managing director within the global healthcare investment banking practice at DC Advisory, which represents Daiwa Corporate Advisory. DC Advisory is the global investment banking arm of Daiwa Securities, and we're one of the larger middle market focused investment banking platforms, with presence in 22 offices globally. Here in the United States we have offices in New York, Washington DC, Chicago, where I sit, and San Francisco, and we focus on enterprise value transactions as low as 50 million all the way up to $1 billion plus.

My particular specialty and areas of focus have always been provider and healthcare services based organizations, whether it's a large multi-campus hospital or health system, a large multi-specialty physician practice, or of late, single specialty physician practices that are contemplating and ultimately effectuating transactions with private equity and other strategic aggregators and consolidators. But it's a pleasure to be here because despite what the headlines say and all the uncertainty that has really become part and partial to this current market environment, there's still a very active market for M&A in the lower and middle market worlds that we live in. And excited to give you a state of the state on all things related.

Great. And your firm just came out with a report recently, kind of summarizing the state of play out there. I guess if you were to summarize at a high level some of the themes, you can take your pick, if we want to do some forward looking themes or maybe some themes impacting the last 12 months.

Yeah, absolutely, and for those that are interested, that report can be found at dcadvisory.com, under our healthcare industry coverage landing page. But the long and the short of it is, look, the market remains relatively active. We are cycling through and adjusting to what we're calling the new normal.

Relative to the last year to year and a half, we were in a very almost irrationally exuberant market from a healthcare M&A transactions perspective, where you had a lot of pent-up demand, a lot of private equity capital in particular chasing just a very scarce amount of companies that were actually out in the market, and we saw very outsized valuations, very seller friendly terms and conditions, and a velocity, I think that was the biggest element, the pacing at which all of these transactions were getting done. Really the last 18 months reflect almost two to two and a half years worth of volume on a regular way adjusted basis.

But the long and the short of it is, despite the fact that we have now transferred to a new normal and what is that new normal, valuations are, I wouldn't say falling off of a cliff, but they are relatively lower when we compare to the last year and a half because of that anomaly of the perfect storm. You had very low cost of capital, combined with pent-up demand for healthcare services, assets, and companies, and then juxtaposed with outsized record levels of private equity fundraising.

All of that alchemy went into the perfect storm, whereby a lot of companies in the healthcare world, whether they were big, medium-sized, or small, it was hard for the market to decipher, hey, what is a tier one versus a tier two versus a tier three asset, and how do we price that accordingly? A lot of that now is what's being seen in the market, whereby it's not completely buyer friendly relative to how it was seller friendly wise, but I think the buyers are having to be a lot more judicious. I think the lenders, in particular, for private equity transactions are scrutinizing things that perhaps they were a little bit more lax on a year and a half ago.

But the long and the short of it is the market still remains very active, and I think for sellers, and in particular physician owners, administrators of larger health systems, and entrepreneurs that happen to be in the healthcare environment, I think there's still an active market. It really comes down to what are their individual goals, what are their objectives, and if those goals and objectives were primarily to sell at the top of the market, it's probably not the right time for those companies or those sellers, if you will.

If it's around finding the right capital partner to help effectuate and ensure long-term growth and sustainability, if it's to realize a liquidity event or some form of monetization for reasons that are germane to growth and sustainability, I think those are pathways that are absolutely active, but the days of where we were, like I said, 18 months ago, to where I just want to sell to the highest bidder and I want to fade off into the sunset, I think those are few and far between.

Not to say that it's impossible, but I think it's a market that's really gone back to basics in lot of ways, and what we think, and in the thought leadership piece that you referenced, we're saying that's a good thing for the market in the long term, actually selling on real EBITDA and earnings versus something that's more proforma and aspirational. Those are good things. That ultimately creates a healthier transactional environment overall.

A lot of good points you just raised. I want to focus on one thing quickly for our listeners, because while many are interested in healthcare transactions, this podcast is kind of meant for the whole middle market private equity crowd. Here at McGuireWoods, we have probably an outsized share of healthcare transactions, just based on our historical strength in that area.

But what are some themes? I think a lot of the themes I heard you describe probably apply equally to healthcare companies and widget companies, if you will. Are there any themes in particular to healthcare deals as you're looking out over the next 12 months?

Yeah, and you bring up another great point. The state of the state is core and germane to healthcare, but it's also, I think, to any industry, in particular some more than others perhaps, but in healthcare I think there's a real return to basics around what are the true earnings of the company, what is the current clinical configuration? And sure, I think investors and buyers, whether it's a private equity firm, a strategic aggregator, or anyone else for that matter, they still want to understand and do appreciate the growth opportunities and the story around that growth.

But I think the biggest systematic change has been they're not underwriting the investment based on the viability of that growth. They're really returning back to underwriting it based on the current earnings of the profile and the entity and understanding that, sure, if there are opportunities for growth, what we're seeing more is a return to the structured deal.

I'll give you a great case study. We just recently advised on the acquisition of a very large dental services platform that was sold from one private equity firm to the other. It had a lot of growth opportunity and kind of a whole growth story associated with it, and the founders, the physician founders, were very much supportive and kind of really reinforcing the credibility of that growth story. And what we were able to broker, and I think come to a very elegant solution around, was, well, look, if you believe that this growth is viable, credible, and on the come in the short term, then let's kind of put our money where our proverbial mouth is and say we'll agree to a component of our value in the way of an earnout.

And then on top of that, the selling physicians also kind of underwrote the transaction through a seller note component as well. So here's a deal where you had a seller with a seller note, an earnout, a significant rollover equity stake, and then obviously the remainder of that in an upfront liquidity event. I think we'll see more of that and more different iterations and flavors and styles because look, if a seller has a great business and they're confident in that business and they're confident in their team's capability to execute against those growth opportunities, then they should have no problem saying, "We'll incentivize and align ourselves to being able to grow the value of the enterprise to that extent and degree, and we're seeing that in the way of earnouts and other structural terms and conditions in the current environment."

That's interesting, and that's consistent with some of the themes that I've been seeing as well, earnouts and things of that nature, kind of bridging the gap, I guess, between the growth case and the base case.

How are you as an investment banker? I mean, are you changing the way you model things out in your investor presentations? And that might be relevant to some of our independent sponsor listeners as they're thinking about maybe a base case, a growth case, and how do you think the downside scenarios as well? And are investors more interested in those downside scenarios these days?

We really don't change and haven't changed anything in terms of the rigor and the analytical horsepower that we bring to in particular our sell side engagements. We're representing sellers in an M&A process. What I would say is the scrutiny around defensible and credible financial projections, and as you're out in the market and a regular wage transaction, as we know, can take between as little as four to six months, and it could take upwards of a year sometimes for very situationally complex offerings, but the scrutiny really comes in if we have a financial projection out there and it's broken down by month, and the buyers are really scrutinizing the performance against that during the course of the M&A process.

So we really have to, I don't want to use the word team, but really make sure that certainly the base case, but the way we think about it is in three modalities of the base case is, that's the budget that the company can hit standing on its head. I mean, there should be no way, shape, or form that has not been met. But I would say kind of the middle of the road case and the upside case, we're making sure that hey, we have a good line of sight to the elements and the drivers that will make sure that that performance is achieved because the days of putting something that's all proforma, pie in the sky ... There were deals for better or for worse that came to the market a year ago that said, hey, look, we have these providers in our enterprise today, but we have three or four that are coming online next week or next month or next quarter, and if they were fully ramped up and producing at the highest level in terms of clinical performance, this would be their contribution margin, those days are gone, right?

I don't necessarily know if we ever go back to them. If we do, we do, but not in the foreseeable future. So even those upside cases where we're saying, this is the base business, but these are the growth opportunities, and if the company executed on all of them perfectly, even those upside cases, we're taking a very rigorous approach to making sure that they're credible, defensible, and attainable.

That makes a lot of sense. How do you think about downside modeling, if you do that? I mean, do you talk about this looming recession that's been looming for 18 months or however long now? Does that play into how you're going out to the market?

Yeah, I think all of that is in play, and I think the fascinating thing about my industry in particular within healthcare is the affectation is different. If you're a home infusion service provider versus an acute care health system versus independent urology practice, the economic uncertainty, all of the elements that come with this anticipated recession, whether it's a quick recovery, a V-shaped recovery or a prolonged one, I think it affects everyone differently, and I think if anything, it's an aspect by which it's really important to hire the right team of advisors, and that goes from your attorneys to your accountants, to your bankers, to your consultants, right?

Because look, it's still true in M&A today that the best story wins, and you have to have the right team that can tell the right story in the right way, but also do it in a credible manner that doesn't lose the interest and the credibility of the buyer universe that you're seeking to engage with. And that as the course of the M&A process takes hold, that there's demonstrable performance against anything that's put out there in an offering memorandum or material, because at the end of the day, it's not really, I want to say it's equal measures the buyer, but the lending and the capital market environment is so different. The buyer and their underwriting committee have really good confidence in the viability of the investment.

But then on top of that, the lenders are really scrutinizing everything in ways that we've never really seen in the last three to four years. So having a good credible base case and having performance attribution against some of the upside elements and growth case scenarios is super important.

The other thing that I would say has become very prevalent in the market is even for some of the engagements that are live and direct and we're actively retained on is, we're doing all the work to prepare these companies to go to the market, but kind of timing the launch of those processes based on early stage interest and cultivating that interest and also being very cognizant of what the capital markets environments are and continue to be, right?

Four or five months ago, it was very, very quiet because I think everybody was taking the same disposition of saying, let's prepare to go to the market because we have a feeling that it may turn on a dime. If you remember the dynamic in the second half of 2021, in the post-COVID world where we all realized, hey, we're turning the corner and the world's not going to end, so at some point, let's get rolling with these M&A deals, we saw a tsunami, a wave of transactions come online and on the market.

I think we'll see a similar dynamic, probably not as aggressive and parabolic as we saw in the second half of 2021, but I think everyone's ready to go. A lot of private equity owned companies are ready to go. A lot of companies in general, whether they're owned by private equity or founder owned, are ready to go and are having early conversations with potential buyers, what we're calling the no process process, but when you inquire and say, "Hey, are you guys going into the market? Are you in the market?" The answer is no, we're not. We're just having early conversations and gaging interests.

So all of that tells us there's pent-up demand on the buy side and the sell side. There's very high quality companies that need to transact and are pretty much ready to go, and if they're not ready to go, they're already having these early inning conversations, and we're going to see a lot more of that, thus creating a lot more momentum hopefully in the second half of this year. Our prognostication is probably tail end of Q3, the beginnings of Q4.

That would be great news for us M&A lawyers and others in the ecosystem. I want to spend some time on logistics and really explore from your perspective what these processes look like in the new normal, maybe as compared to 18 months ago. But quickly before we leave it, if you were to get your crystal ball out and think about what are the things that need to occur to unleash the floodgates of all this inventory of companies, I mean, I don't think it's interest rates going back to zero because that's not going to happen, it doesn't seem like. Are there other external factors you're thinking about?

Yeah, I think that the market is really looking at the Federal Reserve's behavior, and I think the pause in this recent session was a positive element. I think in the next one, if they pause again, I think it'll create more of a sense of direction and calm. I think the markets are very noisy. They're still very noisy today, whether that's the public or the private markets.

And certainly the debt capital markets in particular are less choppy today and deals are getting done. I would say the trend we're seeing is for middle market and lower middle market assets, the market's still active. The lender community is very much active as well, but anything that's above a $300 million enterprise value, I don't want to say is challenged, but I think it's going to be very difficult in terms of the lending environment, the availability of leverage, and then more importantly, I think the pricing.

But for lower middle market and sure play middle market, anything from 50 to 300 million of enterprise value, very active market. And even for bringing it back to healthcare, even for the areas and sectors that are red hot today, like orthopedics, cardiovascular care, women's health, for [inaudible 00:18:33] assets, meaning assets that have size, scale, market indispensability, a clean financial profile, a strong and administrative and leadership team, we've actually seen no diminution in valuation multiples.

The question becomes what is the EBITDA that you're applying that premium valuation to, right? Because a year ago it would be proforma, assuming that all these growth elements are there today, and we're going to shift the risk as the seller to the attribution of that to the buyer. And the buyer says, "I'm willing and able to do that." I think the difference now is that premium valuation is being expressed on true actual EBITDA vis-a-vis earnings and leverage is still available for the right configuration and structure, but it's going to be on the real earnings of the business, not on some proforma on the common hope that they're going to realize some outsized financial profile six to 12 months post-transaction.

That makes a lot of sense. So switching gears, we've got many of the people listening to this podcast are out there being active in auctions and other processes on the buy side, mixing it up out there, and I'd like to explore in the new normal, what does a typical sale process look like and maybe contrast that with the 18 month ago process, which was, let's run a wide auction.

Not necessarily that this was your process, but let's run a wide auction. Let's have very aggressive timeframes. Let's close this in 45 days, 30 days with no recourse to sellers, and let's just slam this deal closed. I'm seeing a lot less of the deals following that model, and I don't know that there's one playbook going forward, but it doesn't seem to be that playbook in most cases.

Absolutely agree, and I think the playbook in this environment is really one word. I think it's flexibility, and I think we're seeing some thematically consistent elements. Like I said, the quote, no process where there's been a handful of situations with private equity in particular where we've been brought in on the buy side and the buyer, the private equity firm, has said, "Hey, the bankers on the sell side have told us, hey, they're not running a process. They're really going out to a handful of select suitors."

But when we say we're interested and we'll sign a nondisclosure agreement, all of a sudden you see an offering memorandum, a quality of earnings report, and even a market study, and you're like, well, hey, this part feels like a process. But I think that, and interestingly enough, I'll add another element whereby the sellers have said, "Hey, here are all those offering materials, but it's not an offering." But they've also said, "Hey, we'd love to see your non-binding letter of intent or memorandum of understanding, and by the way, if you can bring a staple financing with it, all the better."

So it's kind of like in many ways, the assets that are in market or preparing for market are sort of tiptoeing their way into the market and getting a sense or a feel and reserving that flexibility and optionality to say, well, if we have a handful of these conversations and we're nowhere near the bogey that we want to be at to sell, we can always pull it off and kind of reserve the political goodwill and capital to say, we were never really in the market. We were kind of getting a sense and a feel, but the asset's not for sale, after they've gotten that market check. So I think the market check is definitely something that's become much more prevalent, number one.

I think preparation, preparation, and preparation is paramount, right? I can tell you on the five to six sell side mandates that we're on actively today as a practice in the US, we're preparing them with strict scrutiny. Everything from the quality of earnings, to the quality of revenue, to doing market studies, to fielding stapled leverage reeds, all the way out to coming to the market with a full financing package, a staple financing along with all the offering materials, and maintaining flexibility and having those preliminary early stage conversations, the deals are getting done.

They're just kind of getting done in these proverbial back rooms where they're like, "Hey, we know these are the three intuitive buyers. This is our baseline level at which we're willing to sell. If we can get a deal done at the highest level with companies we want to sell to or the buyers we want to sell to, let's get it done quickly and quietly. I think that's another prevalent theme."

Right. I mean, there's a couple takeaways there. I think that it would probably behoove everyone to just keep up with all of their contacts in this ecosystem, keep checking in with companies, with advisors, to confirm whether they're doing one of these kind of back channel processes and making sure that they're getting a look if that is occurring.

And sorry to interrupt you, but the other thing, especially relevant to the private equity community, is we have a dedicated team of sponsor coverage bankers. All they do is work with private equity firms in a variety of ways. But I would say the continuation fund vehicle strategy is [inaudible 00:23:59]. It's all the rage these days, and it goes to the concept that I mentioned of optionality. So put yourself in the private equity firm's chair. Here you are with an asset that you've worked really hard to grow the value. You believe that you've done that, but for whatever reason, the market's not rendering the value that you want to realize over the course of the lifetime of that investment.

If you have faith in conviction that it's a market timing and disintermediation issue, then the private equity firms are taking this very simple approach to say, hey, this is part of fund X, in terms of the vintage of when we made this investment, but we feel like we're not getting the full value of all the value we've created. Let's just basically sell it to fund Y, our next vintage, and have another, whatever it may be, three to seven year period to continue to add incremental growth and ultimately realize the full value of that investment.

And again, it goes to optionality because a lot of the private equity backed companies we've been mandated to represent are telling us, hey, leave no stone unturned in terms of pathways that we can take, whether it's selling it now to a strategic, selling it now to another private equity firm, or basically selling it back to ourselves from one fund to the other through a continuation fund vehicle. Or in many instances pursuing all three pathways simultaneously.

Right. We've definitely been seeing some interest in that, and I think that it just goes to optionality, to your point, making sure that you're exploring each option. I guess the other point that jumps out to me is that there are probably headwinds and tailwinds for independent sponsors in this market.

A headwind might be the more difficult fundraising environment from an equity perspective and the tougher underwriting from a lending perspective, but perhaps a tailwind is these more bespoke processes are more about relationships than maybe an auction, a very broad auction process, which was just about the top line and getting it done in 45 days. I don't know if you would agree with that statement at all.

Absolutely. I think it's a dynamic that's cutting both ways for the independent sponsors. I think that surety to closing in this environment and mitigating as many of the risks and uncertainties that come with an M&A process, like can you actually secure the funds? Can you actually get third party financing? And is the viability of the deal contingent upon that? Those things hurt financial sponsors obviously, because if you look at the same deal from an independent sponsor relative to someone who's on their 18th fund and has been doing this for 30 plus years, you kind of typically know that the client's going to want to say, well, let's go with the ones that are proven, if you will.

Conversely, I think the pro is the independent sponsors can be very flexible, fluid, can deploy a variety of different models and can typically run at things faster, and the no process is a dynamic, but the proprietary deal is another interesting dynamic where you're seeing founders, and even in some instances sponsor backed organizations say, look, we came to a meeting of the minds and whether it was the independent sponsor approaching us or us having a relationship with that independent sponsor, but we felt like it was a good deal for everyone. Everyone was kind of on the same sheet of music and we got the deal done in 45 days. That's another kind of sub-element that we're seeing in the current market. I think it creates a unique opportunity for independent sponsors.

Yeah, absolutely, and I think what was true 18 months ago will remain true that, again, just going back to the 50 firm auction was never the strong suit where independent sponsors would play and be successful. It's more relationship based and sort of unique opportunity based.

And by the way, I'm seeing a lot of independent sponsors invest in different areas of the capital stack that perhaps they wouldn't have before. Meaning we just advised on a transaction where the independent sponsor said, listen, we understand what you need, and what you really need is a minority equity investor to help fund these growth initiatives. Maybe create a little bit of liquidity for certain founders that want to get out of there. We can do that with the hopes and aspirations that over time we become a majority equity partner. A microcosm example of how an independent sponsor's flexibility can actually help them win the day.

I've been seeing a fair amount of that, as well. I mean, just given the environment, maybe some sellers don't want to have a complete exit, but hey, let's take some chips off the table. Let's work with an independent sponsor who we trust and are familiar with, and many capital providers that invest with independent sponsors would prefer to be minority investors in an enterprise. So I think there's definitely opportunities there.

Hector, really, really appreciate your time. It's good to hear, and consistent with what I've been seeing, that in the middle market to lower middle market, it's a little bit more muted, if that's the right word, but still an active market at our firm. We're a little bit behind pace as far as billable hours, which is a good barometer, but still very strong, and I'm very encouraged to hear that you think that perhaps a tsunami, maybe, I won't put the word tsunami in your mouth, but the deal flow is going to pick up because yeah, I mean, from my perspective as well.

At least a tropical storm.

Yeah, I love it. We don't get too many of those in Chicago, where we both are, but we could use one. Well, that's great. I appreciate your time. As you look out over the next 12 months, thoughts or themes to raise for this group?

Yeah, look, I think the heightened levels of uncertainty and disintermediation that we probably have lived through in the last six months I think are somewhat in the rear view mirror. I think there are still, there's some macroeconomic uncertainty, and look, we have all five of what we call in investment banking, we have the five uglies, right? And usually when you have two of the five, it's not a great environment, but the fact that we have high interest rates, we have high levels of inflation, we have economic uncertainty as reflected in stock market volatility, we have the threat of a looming recession, and on top of all of this, we've got a war brewing in the Crimea, with Russia and the Ukraine. We have all five, and stock market has been relatively resilient, and the middle market I would say from an M&A standpoint has reflected equal resilience.

Once any one of those five or combination of those five elements starts to crystallize more fully, the market is clamoring for some sign, right? So are the public markets, by the way, but the private M&A markets are just looking for some green shoots, something to latch onto to say, okay, everything is stabilizing. We're heading in the right direction. Let's get back to deal making.

And we're hopeful to see that the second half of this year, but if we don't, it'll be early 24, and it'll be just as if not more resilient than it has been historically. But we're excited. I think it's a great time to start preparing, to go to market and be opportunistic once that change in the macroeconomic environment takes hold. But lower middle market, and I would even say pure play, middle market offerings are still being very positively received. The market's still very active. Private equity firms are looking for opportunities to deploy capital and make good partnerships with a great company. So it just takes a little bit more preparation and a little bit more patience, but the market's still there.

Fantastic parting thoughts. Hector, really appreciate your time. Thanks.

Thanks for having me.

Thank you for joining us on this episode of Deal By Deal, a McGuireWoods Independent Sponsor podcast. To learn more about today's discussion and our commitment to the independent sponsor community, please visit our website at mcguirewoods.com. We look forward to hearing from you.

This podcast was recorded and is being made available by McGuireWoods for informational purposes only. By accessing this podcast, you acknowledge that McGuireWoods makes no warranty guarantee or representation as to the accuracy or sufficiency of the information featured in the podcast.

The views, information, or opinions expressed during this podcast series are solely those of the individuals involved and do not necessarily reflect those of McGuireWoods. This podcast should not be used as a substitute for competent legal advice from a licensed professional attorney in your state and should not be construed as an offer to make or consider any investment or course of action.