Ep #473 – Mauricio Rauld – 5 Things Every Syndicator Must Know to Stay Out of Jail
SEC Attorney Mauricio Rauld on how to avoid syndication pitfalls.
- Selling securities
- Joint ventures
- Promissory notes
- Why it’s important right now
- Conditioning the market
- Advantages of 506(c)
- Money raisers
- Transaction based compensation
To find out more about our guest:
Full Transcript Below
Ep #473 – Mauricio Rauld – 5 Things every syndicator must know to stay out of jail
Hi my name is Rod Khleif and I’m the host of the “Lifetime Cashflow through Real Estate Investing Podcast” and every week I interview Multifamily Rockstars. We talk about how they built incredible wealth for themselves and their families through multifamily properties. So hit the like and subscribe button and get notified every Monday when a new episode comes out. Let’s get to it.
Rod: Welcome to another edition of How to Build Lifetime Cashflow through Real Estate Investing. I’m Rod Khleif and I am thrilled you’re here. And we’re going to have a lot of fun today because we have Mauricio Rauld back on the show and if you don’t know Mauricio, Mauricio is an sec attorney and the topic today is keeping your butt out of jail. So we’re having a lot of fun with this today and welcome back brother. Good to see you.
Mauricio: Always good to be back and talking to you Rod
Rod: All right thank you. So let’s talk about, because I know you just did a book on this right? So what’s the title of the book?
Mauricio: It’s an e-book. I don’t want to get too carried away but Five Things every Syndicator Must Know to Stay out of Jail
Rod: Okay it sounds, and you know that sounds a little bit important so let’s get into it. So tell us what’s in the book. Tell us, start talking about some of these things
Mauricio: Yeah I mean I basically you know I’ve been doing this for a long time so this was kind of the five things that I was seeing out there that people were just continuously doing wrong without really knowing it. And I know that tile’s a little you know a little bit out there but, and I thought about changing it to be honest with you, I thought yeah maybe that’s a little over the top because look the reality is, unless you’re defrauding your investors right unless you’re burning made off and you’re intentionally doing harm to them, you’re probably not going to be going to jail like it’s certainly possible but that’s really not what it’s there for and so I thought about changing the title but look, what I really wanted to emphasize was when you violate these rules, these securities rules, that’s a big deal you know even if you don’t go to jail, you know you’re committing a felony, you could go bankrupt, you’ve got to return all the investor’s money with interest which you probably don’t have. So I really wanted to emphasize that these are a lot of people just take these rules kind of like yeah whatever, everybody’s doing this and it’s really serious business and so that’s kind of why I stuck with the
Rod: Well listen, I happen to personally know a couple of guys and heard through the grapevine that you know they’re being looked at right now by the SEC for some of this stuff. So listen, that is a door knock you do not want, the SEC. So you know what are some of the things you’re seeing Mauricio?
Mauricio: Well let’s see. The first thing that that comes to mind which happens all the time is people either don’t realize they’re selling securities especially if you’re a first-timer or along those lines really maybe the worst one is people know they’re selling securities but they try and get cute and they try and structure it in such a way that they believe is not a security. And the most famous one that you and I have talked to quite a bit in your presentation seminars is sort of the joint venture thing right. Hey let me structure this as a joint venture because then it’s not a security and I don’t have to worry about it or maybe I’ll do a profit sharing agreement a handshake on the side and I’ll give them money that way and somehow they think that that gets them outside of the securities laws. And it’s not just syndicators Rod. I actually, I’ve been talking a lot with lawyers so it’s not like it’s something that everybody should know. Lawyers who don’t practice this don’t know this either and so they’re advising their clients sometimes let’s just put an operating agreement together. Let’s put this thing together and luckily they get advised that hey you may want to check with the securities lawyers because this is actually putting together syndication. So that’s probably the first one that I like to start with because that happens all the time
Rod: Well let’s drill down on that. Let’s drill down on that you know and I tell the story of my events that you know I bought a lot of property in my 20s like millions of dollars with the property 50-50 with partners. They put the money, I did a lot of the boots on the ground stuff. But they were involved because they signed on the debt and if I spent more than a certain amount of money, I had to get their written approval. So they were actively involved and that might be right on the edge of it but if they sign on the debt they’re active for sure
Mauricio: I think if they sign on the debt for sure and with two people the easy way, because you’re right the key is to make them active like everybody needs to be actively participating. The key on a security is when you’re doing all the work when the returns are being generated by your hard work and your efforts, that’s when it becomes a security. So as long as everybody signs on the debt that’s a good one. If there’s two people just make each other a co-manager meaning everybody both has to make decisions and actually right, you don’t actually really have to be involved in the day-to-day operations but all of the important decisions make sure there’s a vote right. Now if you’re 50-50, then it’s just a 50-50 vote. If you want to buy the property, sell the property, hire a property manager, refinance, I mean these are obvious big decisions
Rod: And that was all in my, back then it was uh it was uh limited partnership agreements and we were both GPs as it were. We had entities that were GPs I recall. I don’t even remember it’s been so long now. But yeah okay
Mauricio: Painting yourself Rod
Rod: Yeah right I know trust me I know this before they could spell LLC I know. The pterodactyls were still flying in the sky right
Mauricio: All right yeah so that’s a big one and the other one that I’m still working on doing, you and I talked about this the last time too, promissory notes. For some reason, people think that hey I’m gonna do a note and somehow I completely remove myself from the world of securities laws. That’s also a misnomer and notes of their own animal. They have actually a different analysis which is why I want to really do a deep dive but just because you do a note instead of selling equity in your LLC or you know membership interest doesn’t get you around the securities laws. So that’s the big one because people are then out there, remember the rule from our I don’t want to repeat what we did uh in episode
Rod: It’s okay it’s okay to be a little bit redundant
Mauricio: Episode 353
Rod: Okay here we go
Mauricio: Remember when you’re selling security, you’ve got to register the security, find the exemption or it’s illegal. And so if you don’t realize you’re selling securities then you’re obviously not going to register it and you’re not paying attention to any exemptions. So then you’re stuck with an illegal offering. You’re selling security without registering or finding exemptions and that’s the problem if the deal goes south. That’s the problem you’re gonna find
Rod: Right right and you know guys, you’ve heard me say it. The proverbial stuff is gonna hit the fan here and it’s coming and so you know I had the economist Harry Dent speak to my mastermind a couple of weeks ago and you know he just reaffirmed, that’s his stick, is he’s been you know he predicted ’08-’09. Had I listened to him 23 years ago, I wouldn’t have lost 50 million bucks and that’s why I was excited to get him to speak to my mastermind. But he says it’s coming. It’s going to probably last till 2023 but it’s going to be ugly. And so these deals some of these deals are going to go south. And I’m going to tell you when that happens, governmental agencies make examples of people. Now that’s the worst that could possibly happen to you because then you’re in the news and everything else and then you know then there’s a more of a push to really slap you. So yeah that’s a bad day
Mauricio: And we talked about that in the last show but we talked about it’s all going to go south when things start to go down. But as you mentioned there’s a couple of SEC investigations going on now like before you know what hit the fan. So I can only imagine what it’s going to look like when investors because that’s when it starts right when investors start losing money,
Rod: That’s a complaint driven yeah
Mauricio: Yeah and maybe let’s talk about that you know they pick up the phone they complain and then the first thing the regulator, if it’s a state regulator or the SEC. They open up an investigation. They open up a file, they do an audit, they request all the docs, all the information, and that’s when they start figuring things out and there’s somebody in there doing their investigation. That’s when all this thing starts coming out
Rod: Right. So we talked about a joint venture and how everyone needs to be active. I want to drill down just a little bit more on the loan. So if someone goes to someone and like hard equity and says, hey loan me the money to do this deal. At what point does it become a syndication?
Mauricio: If you’re doing, if it’s one note, that’s not fractionalized, so that once you get into a fractionalized note that’s another whole area as well. But if it’s one note and it’s secured by real estate
Mauricio: And it’s truly secured. There’s enough equity where if you don’t pay the loan, I essentially take back that property so I’m kind of covered then you’re falling within one of those exemptions or
Rod: Oh good okay so hard money in this case doesn’t apply if it’s based on the equity okay it’s where, where it applies is if you’re throwing a note at it but it’s not secured by the real estate or there’s not enough equity to account for it in the real estate. Got it
Mauricio: You’re in third position or you’re like, you’re underwater, what have you so okay if it’s a note that’s secured by a mortgage, you’re in good shape. But once you fractionalize it, then it becomes an investment contract. So you definitely don’t want to fractionalize it
Rod: So when you say fractionalize it, where you take a note and let’s say it’s a million dollars and you allow 10 people to come in for a hundred thousand a piece and pay them a return
Mauricio: That’s right. That’s going to be it. Hands down. It’s going to be a security.
Rod: No question.
Mauricio: The other thing that I want people to be aware of again without fractionalizing but another common situation when people are flipping deals right they go in, they buy the house, they get a loan for six months, five months, or whatever. They flip it, anything less than nine months by definition is not a security. So a loan that is nine months or less is not a security. So most of the time it doesn’t really help you but if you’re in the flipping business and you only need the loan for three or four months or six months or eight months, that’s something else that might help but that by definition is not security
Rod: Okay okay so we’ve done joint ventures, we’ve done notes, what’s next?
Mauricio: The second big thing is you know we and I talked about let’s pick our poison. The next one is probably advertising right.
Mauricio: You’ve got to understand that the SEC has a zero, what’s I’m missing
Mauricio: Zero tolerance policy on this and for some reason people think they can post on. So for some reason the social media doesn’t seem like it’s the same as taking out an ad in the Wall Street Journal or the L.A Times right. And so they, and everybody does it. And so people start posting not only about their deals I’ve actually seen posts and again maybe these posts are allowed advertising, so I’m not saying all these posts are illegal because there are certainly some exemptions that allow you to advertise and in those situations you want to go on. But if you can’t, there’s two types of posts that I see. One is the flat out, hey I’m raising money call me which is clearly in violation of those rules. And then the other thing is you know is this conditioning the market concept which even if you’re not talking about your specific deal but you’re just, you’re posting something that clearly is drumming up interest and excitement about a current deal or maybe even a deal that’s coming down the pipeline, that can be considered conditioning the market which is going to be advertising which is one of the reasons I recommend to all my clients that if you have an active deal, I would stay off social media. I mean you can post about your cats and your family and all that stuff and your kids but don’t try and get cued about posting you know my favorites of the ones that get posted on their due diligence trip. Hey, we’re doing due diligence at the property today and there’s like a little video on that and there’s a way to do it that you could probably get away with not conditioning the market. But people can’t help themselves. They always bring up the offering or call me and investments I mean that’s why they’re posting right
Rod: Those are my most heavily watched videos. I just literally just did one a couple days ago and they get upwards of 5,000 views but, I’m doing 506C offering. So I can you know pretty much shout it from the rooftops and what he’s talking about guys here is 506B which was the original you know exemption and you have to have a substantive relationship with those people. And that doesn’t mean social media doesn’t mean at all.
Mauricio: Yeah and if you do like let’s take that so I think this is a good example. This is probably a good, I should probably talk about that this more often. So let’s take that event you’re at the property doing due diligence. Obviously, you do 506C. You can do whatever you want. You could literally tell people. We’re in the middle of this deal call my team if you want to invest. But if you’re not you could in theory do a value-add video right. Take your camera and say look here are the top 10 things that I look for while I walk units for example. And you take your camera and you go through a unit and you and you point out the 10. It’s got nothing to do with your offering it’s got nothing to do with conditioning them. You’re literally delivering pure value to your audience and that’s the way in my opinion the best way to use social media is get that value-add type of information out there. Get that information from the person consuming your content and then start a relationship. Start building that substantive relationship which you just mentioned Rod which is really what 95%-96% of the people rely on in order to avoid advertising rules is having a substantive relationship with the investors. And using social media, not in not in the middle of a raise, but in between raises, using social media to get people off of social media and start that relationship building that’s the way I think you should go about doing this
Rod: Okay so you could actually do due diligence on an asset you’re raising money for if you didn’t, and I don’t want to get, people are going to you know what if I say that they’re going to see it, they’re going to try to weasel through it so I’m not even going to suggest it but the bottom line is if you are adding value, you know and that’s what I try to do on mine you know I talk about the little nuances like I just did one on a property management changeover and I was doing one on sequencing make readies and project management for a big turn you know big reposition. But you know most isn’t 85% of the market 506B where you’ve got to have relationship?
Mauricio: It’s actually more than that. I use to see 10. Now I’ve saw the last existence it’s almost like 94%-96% for some reason, I don’t know why. I mean you do 506C
Rod: Now I do is C. You can’t advertise with a B. It’s just so surprising to me and maybe it’s just everybody’s doing friends and family or something. I don’t know
Mauricio: Look, one of the reasons I appreciate this is you’ve got to remember like our little niche here is very small right. I mean the amount of people are doing what we’re doing I mean most of the money is raised by Goldman Sachs, JP Morgan. They all use broker dealers, broker dealers have relationships. So that’s really I think why they don’t need to do 506C they already have they’re using brokers to do their thing so I think that skews the numbers a little bit certainly in world. Let’s take my world for example from my clients I would say it’s closer to like 70-30, 80-20
Rod: Okay, still high, very high okay. Why do you think that is why do you think so many people are doing B instead of opening themselves up to have the ability to advertise
Mauricio: Well the main reasons is with the 506B,
Rod: More people?
Mauricio: Well you cannot take a non-accredited investment
Rod: Right. So it’s more people yeah
Mauricio: Yeah you’re swapping the privilege of doing advertising but then you can’t take any non-accreditation. A lot of first-time syndicators or people who just are comfortable you know you may have investors in your deals you may have done five deals, you’ve got non-accredited investors. You don’t want to shut that money out
Rod: Yeah of course of course. I should have thought about, of course that that makes complete sense you’re going to have a much bigger pool to fish in in the 506B but you can only fish with people you know that’s the limitation that people stretch the envelope on
Mauricio: And you’ve got to worry about all these gray areas. I mean a lot of these things that we’re talking about, they’re great. I mean, what does conditioning the market really mean? I mean we don’t have any clear guidance on that
Rod: So talk about that. Drill down on that a little bit if you would please.
Mauricio: Yeah I mean you know there’s some things that are clearly conditioning I mean for example if you go there and you start talking about how you know how amazing your you know how about your investors do really well and you typically give them 10% or 12% percent returns like that’s obviously something you’re getting people excited about. But there’s a lot of things that are on the fence I mean you know that due diligence video, I mean if you’re doing a pure value ad but then you kind of sneak in there you know hey, for more info you know click here or call me to find out how ask me how you know all that kind of stuff it gets a little bit tricky and I just think you’re playing with fire and because of that I think if you’re going to do it like the video we talked about the doing the due diligence video I would record it at the due diligence. But don’t release it until you’re done with your offering so there’s really no debate, there’s no there’s no risk of anybody saying well that was really a video to get people excited about your deal. Everybody knows you’re doing a deal and they’re going to contact you because you’re well known in the industry that you’re in the business of acquiring properties and therefore when they saw that video they knew you had an offering in place. So that’s kind of one of the great but the 506C is such a great you know if you can get around the issue of non-accredited and stick to accredited. It really opens up your entire world. Right now, you can market, you can go on podcasts like this or you can have a podcast and you can literally screen from the top of the mountain. I have a deal come talk to me
Rod: Right okay so, conditioning the market and examples would be talking about previous deals you’ve done and the returns you’ve gotten. And just anything that juices people about wanting to do business with you would be considered conditioning
Mauricio: Or even that post where you don’t have to reference a deal like if you have a post and say if you want to find out how to invest with us call us, you’re not really talking about a specific deal but that’s clearly you know a conditioning the market issue
Rod: Even just letting them know that you raise money in the future would be considered conditioning market.
Mauricio: Yeah the only things you’re allowed to technically do are factual information about you and your business. You can always post about you know that’s why I like the posts about hey you know we acquired this property last year and we retrofitted the pool and here are some pictures of our beautiful new place
Rod: Can you talk about the numbers even if they’re factual?
Mauricio: I wouldn’t talk about the numbers. I mean you can talk about hey how much it cost you? But I would certainly would not be talking about you know what that translates into a higher NOI which translates into a return for your investors
Rod: See that’s I’ve seen contemporaries even high-level contemporaries do that and one of them I’ve heard is being investigated where you know you’re talking about you know turning it around increasing the NOI and here’s how much equity we’ve built
Mauricio: I think that’s where you crossed the line. You started with a value add or in this case it would be a factual you know there’s nothing wrong with you telling them how your business is doing. But I’m telling you, people cannot help themselves. They have to squeeze in, a oh and by the way this really helped our return for investors and all that stuff they just can’t help this out which is why I prefer not to do it while you have a big deal
Rod: Wow. So what else? What else is out there that you…
Mauricio: You know the other one which is specific you know we talk about these contemporaries that there are at least two SEC investigations that I’m aware of. And they focus more on the raising capital for other people, this funny raising thing because it’s very tempting you know raising money at some point you run out of your, the people you know and if you can’t advertise or you where do you get the money from? It’s very tempting to start partnering with other people and bringing in what we call money raisers who have the ability and the skill to go find a million or two million dollars for you. It’s very tempting to bring them in and give them a piece of your deal in exchange for that, for that money that they’re bringing in. And everybody’s doing it or at least you know it’s interesting I think everybody was doing it Rod and you know at some point, at some point it started to get talked about a lot sometime. I think in the middle of last year and I’m not exactly sure what the trigger was
Rod: I think you played a role in that my friend okay because you’re out there quite a bit you know with your flip chart telling people about this. So I think you were probably a big impetu you know a catalyst for that conversation. So what else can we you know is happening that you’re seeing out there Mauricio?
Mauricio: Yeah well I mean, we’ve been talking about these two investigations, at least I’m aware of two, there may be more where, and they’re focusing more on this issue of bringing in money raisers to help you with the raise
Mauricio: It’s very tempting because you know it’s not easy to raise money and so especially as you get larger and larger and you run out of your own capital, your own friends and family, that it’s very tempting to be able to bring somebody else in who has the ability to go raise a bunch of money for you, and then pay them typically with a piece of the GP or shares in the company or some kind of compensation and what most people forget is that you can’t do that unless that person is a licensed broker right which of course they’re not. I mean if you want to employ a broker dealer that’s fine they’ll charge you a commission to go raise money for you but those guys aren’t getting out of bed for less than 20 million dollars anyway. So that’s why it’s not really something that I see that often. But in order to bring somebody in to raise money for you, I don’t even want to use that term because again money raising in and of itself is not right. They’ve got to be a legitimate co-sponsor of the deal. They have to be doing real work active role. They’ve got to be doing everything that everybody else does you know you’ve got to be involved in the acquisition you know finding a deal and vetting the deal and doing the due diligence and doing the underwriting and then once you close on it you’ve got to execute on the business plan. You got to asset manage it. Then you got to sell it. All that not everybody has to do everything but you’ve got to be involved in those types of duties and the key words that we like to use from the statute because, just to backtrack a little bit, in order to get around this issue of you being a broker, you have to rely on what we call the issuer exemption right. And the way we rely on the issue exemption is for you to be doing substantial work substantial duties it can’t just be I’m just raising money. I’ve got to be doing one of these things that syndicators do and that has to be your primary role. Your primary role has to be doing whatever it is you’re doing.
Rod: So it can’t be just raising the money. It’s got to be the you know being involved in the due diligence, doing the analysis, you know and then maybe involved in in getting bringing that deal to closing, involved in the financing, signing on the debt maybe, but right at the very least you know being actively involved may be involved in the asset management after the fact the investor relations can be a piece of it but it can’t be all of it
Mauricio: And I think, yes the asset management piece is an important piece. I mean if you’re just involved in the beginning and the offering and then once you close, you go home. That’s not looking good either. So you really want to be as active as possible in that area and where people are really not even coming close to this. I mean the things I’ve seen from people are for me cringeworthy is where they’re getting paid what we call transaction based compensation meaning literally if you bring in a million dollars, I will give you x percent, if you bring in two million dollars I’ll give you more or if you don’t bring anything I’m not gonna, that kind of stuff is blatantly broker dealer activity. And so that’s the first thing you want to avoid. I mean if I’m going to give you a good recommendation is don’t pay people based on how much money they can bring in and make sure they can add value. I mean if you, I’ve seen people bring in sponsors that have never owned a piece of real estate in their life. I mean what value are you adding to this whole process if you’ve never done a real estate transaction. I mean maybe you can help out you know at the beginning if you’re learning and maybe you’re a one or two percent you’re kind of learning the ropes. But that’s a big one and that’s one, I’m actually I hate to say this but I’m actually looking for I obviously don’t wish anybody harm here but we have a lot of uncertainty when it comes to the substantial duty part like what does that mean right just like
Rod: It hasn’t been litigated or anything yet there’s no case law yet right
Mauricio: A lot of stuff about transaction based compensation that’s easy. Primary to me is easy because it just means you spend more time than not on something but you know like you said does investor relations alone is that a substantial duty right?
Mauricio: And I think of it as a sliding scale Rod. I think the more ownership you have in the syndication and the more money you’re bringing in, the more burden you have to show that you did substantial duties. If you’re somebody who has a two percent ownership isn’t doing much, brings in one or two investors, you probably don’t have to show too much right. But if you get a significant chunk of the dough and you’re bringing in a lot of the money I think that’s where the pressure stops mounting
Rod: Okay and circling back to the transaction based compensation, guys, I have heard of every iteration of an attempt to circumvent that you can possibly think of, a marketing fee or whatever, listen guys, if it walks like a duck and talks like a duck and smells like a duck, the SEC is gonna know it’s a duck. So don’t think you can get around this stuff because you can’t. You just can’t. So do it right or don’t do it at all because you will get your butt kicked if you try to get over on them because they’re not stupid. And I know you know you agree with me here Mauricio
Mauricio: I’m so glad you brought it up. I mean, marketing fees consulting fees are probably the two most common ways people think they’re getting around it. Let me tell you, the SEC knows exactly what you’re doing. If anything it’s probably a red flag, if you have a consulting agreement or a marketing agreement, similar to what we talked about generally you know of how you structure your syndication. How you structure that compensation is completely irrelevant. The SEC is going to go right through it and if you’re claiming a consulting agreement for example, you better be able to prove what consulting you did and your compensation for that consulting better be in line and reasonable to what you did. So you’re gonna have to show you know phone records or minutes of meetings or just something that proves that you actually did that consulting and of course it doesn’t look great if you’re doing consulting and then they’re gonna find out that you are responsible for bringing in two million dollars of equity in the deal. Trust me, when things go south your investors will not be your friend. They’re not going to be telling the most rosy picture of you. They’re going to do the complete opposite you may not even think they’re truthful but they’re not going to be your friend if there’s an investigation and they’ve lost all their money
Rod: Nope. So, if we haven’t sufficiently scared the crap out of you, then we haven’t done our job. But I do want to swing the pendulum the other direction and say, listen, just about it, most of the people out there are doing this right and they they’re not trying to screw people, they’re not trying to circumvent the law, and it’s just an education process and you know Mauricio speaks of my two-day and what was used to be my live three-day boot camps and he just spoke at the last two day we had. We had over and the one before that we had 900 but you know it’s just an education. You’ve got to learn this. You can’t dabble in this, bottom line. But it’s not something to be afraid of or intimidated by, you just have to know it right.
Mauricio: You want to just have to, look, are you obviously working with an attorney right this is not a do-it-yourself project so you have an attorney that’s what they’re for. They’re there to guide you through and make sure you don’t step over this landmine and then getting the education. I mean, that’s why I love your programs Rod
Mauricio: Just having that education piece in there just it just alleviates a lot of the risk because you’re now aware of them, you know how to communicate with your lawyer, and look this is one of the greatest ways to add value to your own you know your own people, to your investors, to the community, it’s such a great vehicle for wealth creation that I don’t want to scare people off. I want people to take it seriously though and educating yourself and just making sure you’ve got an attorney.
Rod: And don’t try to be sneaky. Just do it the right way. It’s you know you you cut a check to Mauricio to get it done right and that’s what everybody does and don’t overthink it. It’s not overwhelming. It’s not intimidating. Once you do the first run, you’ll be like is that all there was? But do it right don’t try to be sneaky about it. So how can people get your ebook here Mauricio?
Mauricio: You know they can just shoot me an email at jail
Mauricio: Yeah it’s firstname.lastname@example.org
Rod: oh that’s really funny
Mauricio: email@example.com and that’ll get automatically sent over to you
Rod: That’s really funny. All right well and again he speaks it, I’ve got my next boot camp coming up in October I don’t know the dates off the top of my head but if you’re interested I think you can still go for less than $97 and it’s a multifamilyvirtualbootcamp.com and he’ll be speaking there as well as you know other people and teaching you this business. But listen brother, I appreciate you being on the show. It’s good to see you man and you know always adding value and you know hopefully we’ll get to see at a live event one of these days soon when the world opens up again.
Rod: I miss everyone man. I miss everyone. Yeah right. All right man, well listen, thank you so much and appreciate you being on the show
Mauricio: Thanks for having me Rod. Appreciate it
Rod: All right. Take care buddy.