How Doyle Clayton became an Employee Ownership Trust

Doyle Clayton transitioned to employee ownership through an Employee Ownership Trust because its founding partners wanted a succession model that rewarded all employees, preserved the firm’s culture and values, and provided a sustainable future for the business.

Peter Doyle explains that the EOT enabled the founding partners and minority shareholders to realise value whilst retaining leadership continuity and enabling employees to benefit. Looking back nearly two years after the transition, Peter considers the move highly successful, citing strong employee support, increased alignment during the challenges of the pandemic, improved succession planning, and the belief that the EOT model provides a fairer and more inclusive way to share the benefits of business ownership.

Introduction

Garry Karch: Hello, my name is Garry Karch and I’m the Head of the EOT Services Practice Group at Doyle Clayton. We are a London-based law firm and advisory firm with offices in both London and Reading. In our webinar this morning, we’re going to be talking about our journey to employee ownership and hopefully as we go through the discussion you’ll get a good feeling as to how we approach the process, some insights into the thinking of our shareholders, one of whom, one of our founders, Peter Doyle, our CEO, is with me this morning. You’ll understand a little bit more about the process that we went through and how it has worked out for us to date.

We converted to employee ownership about a year and a half ago and there’s no better person to lead us into that discussion than Peter Doyle, the founder of the firm and our CEO. So Peter, if you could give us a little bit on your background, the firm’s history, and we’ll go from there.

History of Doyle Clayton

Peter Doyle: Okay, thanks very much Garry.

Doyle Clayton is first and foremost a specialist law firm and the original idea was that we set it up as a niche employment law firm, which at the time was fairly novel. There’s quite a number of people doing it now, but the essential purpose of it, or the message or ethos behind the firm, the services that we offer are to do with people issues in the workplace.

We handle or advise upon all legal issues relating to people matters in the workplace and of course that covers employment law, which remains at the centre of things, but it’s much broader and wider than that. We cover areas such as corporate immigration, private client immigration, we cover education services, schools, universities and colleges. We also act for employees in that sector, as well as other interested groups such as students and parents, for that matter.

We also cover pensions, regulatory work, data protection, the lovely subject called GDPR, which we all know and love, notary public work, partnership and LLP law, and last but not least corporate and commercial work. In particular, we’re concerned with SME businesses and startups, or large enterprises when it comes to corporate commercial services. Of course, a natural extension of that, a natural part of that, is that area we call EOT services which, Garry, you’re the Head of.

So all in all, if you look at the whole thing together, we call it workplace law, a workplace law firm, because we handle all of those aspects relating to people issues in the workplace.

The firm itself was set up in 1997. Darren Clayton and I established the firm. We were good mates, we’re still good mates and it’s been a great journey. We’ve really enjoyed it. It’s not been without its stresses and strains but the great thing about it is it’s been a wonderful thing to create and build.

Having said that, it’s not just us doing the creating and the building. It’s not so much, if I can put it like this, the Darren and Peter show anymore. It’s for Darren, Peter and et cetera, et cetera. We’ve built up a good team of people and certainly we think the business has a great future.

I’ve been the Senior Partner for about 20 years and the last four years I’ve been Chief Executive. So I’ve been at the forefront of things making things happen, as indeed has Mr Clayton, and together we’re delighted to have been able to move the business to EOT status.

I could say a bit more about the firm but perhaps that will do as an introduction.

Garry Karch: Okay. All right. Thank you Peter.

So the firm converted to employee ownership in September 2019. How long had you been thinking about some kind of a transition prior to going forward with the EOT process?

Why Doyle Clayton converted to EOT

Peter Doyle: A few years, I would say, because it’s a nice problem to be successful in a way because you think, what do we do with the business as we build it up? What do we move on to?

Of course, we were looking at different ownership models and we wanted to attract more people into the business, more talent, and that invariably means you have to think about ownership. But the other feature about it is not just about the brightest and the best in terms of ownership, it’s all about everyone.

So I was looking around at different share models to see how we can incentivise everyone and that was important to me. It was important because if we want to compete in a very difficult, highly competitive marketplace, we want to stand out and to be different. Not different for its own sake, but to have something that could further energise and reinforce what we’re doing.

So I loved the idea of some form of common ownership. If you like, when the EOT thing came along, it seemed like an answer to a solution and, bearing in mind we’re employment lawyers, bearing in mind we’re meant to be a bit more cutting edge, it suited us. It actually suited our natural instincts to go down that road.

Garry Karch: I think one thing that’s important to point out too for those who are watching the webinar is that the firm is a limited company and you had converted it to a limited company structure a number of years before the conversion to the EOT because that is a requirement.

Peter Doyle: Yes, it is. There are three steps. The first two, because most law firms are LLPs or unlimited partnerships, but the first step is you have to be a limited company. We had taken that step probably ten years ago because we felt it was a more modern structure to have.

The other thing we’d already done is we’d become an Alternative Business Structure because that allows non-lawyers to become shareholders in the business. The idea, going back a few years ago, was why should it all be about the lawyers? Why can’t other people own a bit of the business if they’re good enough and they make a great contribution? Why is it a necessary feature that the person has to be a lawyer to become an owner in the business?

So we’d already gone through two of the three steps necessary to move on to EOT status in terms of regulation.

Doyle Clayton’s ownership structure

Garry Karch: Now you had mentioned that you and Darren Clayton had established the firm and were the only shareholders for a while, and certainly the controlling shareholders even up to the point of converting to an EOT structure. What was the rest of the ownership structure like at the time you went through the process?

Peter Doyle: Yes. The firm was owned 80% between myself and Darren and the remaining 20% was owned by six shareholders, including one non-lawyer shareholder.

They held those shares in varying proportions. They were all £1 ordinary shares, so there were about a thousand, just over a thousand shares that had been issued.

That structure was in place, although it had its slight problems because of course the founders had such substantial shareholdings in the business. So it was a case of how do we realise that? How do we realise the capital value from that and how should we move to a system where the ownership becomes more diverse?

So that was a problem for us. When I mentioned earlier that we’d been thinking about it for years, I think these ideas begin to germinate and develop and then they begin to accelerate, and then of course the EOT thing hovered into view.

That instinctively was a very powerful draw.

Doyle Clayton’s minority shareholders

Garry Karch: Whether it’s a law firm or whether it’s a normal SME distribution or manufacturing company, oftentimes you see that next generation of shareholders or potential shareholders that have a certain mindset that this will then become our firm. Was that an issue and, if so, how did you get the minority shareholders on board with the structure?

Peter Doyle: A lot of explanation. That’s a good start.

It took me quite a bit of time to understand everything. The lawyers themselves, being lawyers, tend to want to know all of the angles. That always goes without saying, really.

But once it was explained, they loved the idea. It seemed modern, progressive, it involved everyone, and their interests. The minority shareholders would also be bought out under these arrangements and indeed we could put in place other incentives for them going forward.

The alternative for them, of course, would be to eventually buy out the founders. But of course they had such substantial holdings that wasn’t such an attractive idea.

One of the beauties of the trust was that the minority shareholders would not have to borrow any money themselves personally to actually buy the shares from the founders. All of the shares would be acquired by the EOT without any involvement of personal guarantees or anything of that nature in terms of any other arrangements that might be brought into play.

So they actually warmed to it and then they became very enthusiastic over it. They could see for themselves this was a far better alternative than, say, a trade sale or something of that nature.

Of course, they’re important to us because they are the future of the firm. We have to have a generation of leaders to take over while we’re still involved in the business and not complete the transition to them leading the firm.

It’s a much broader management team and it is a much broader leadership team, but we have got today’s leaders, tomorrow’s leaders to take over the business. I think that’s absolutely essential if you want to go down the EOT route.

I think, quite apart from all the tax benefits and all that kind of stuff, you have to have a generation of people who can take on the business and you have to have a great team as well and believe that there is a future for the firm going forward.

If you’ve got all of those things, you’d have to think, well, as long as you’ve got enough incentives for that senior leadership team as well, isn’t it a powerful thing to actually develop the business going forward? Isn’t it a marvellous thing to do? Is that a great statement of value that we have in the people that we employ, that a common sense of ownership pervades the business and essentially everyone feels that extra bit connected?

Clearly, that is the most basic or fundamental thing of all. The people feel they have a sense of ownership about things. But as long as you can cater for the more senior people, the brightest and the best if you like, then that’s fine.

But of course it’s not all about the lawyers. Again, we come back to the idea that ownership can and should be diverse because that’s more inclusive and it’s more likely to be beneficial in terms of loyalty and commitment and, by extension, productivity.

So the whole thing seemed to fit with us. It seemed absolutely right from a kind of emotional point of view and also a rational point of view.

Individual share ownership

Garry Karch: One of the great features of the EOT structure is that it does allow for individual share ownership alongside the EOT. I know in our case a number of the minority shareholders were able to, however you want to look at it, reinvest, receive share grants, et cetera, alongside. They were able to continue to have some equity upside outside of the trust. Is that an important consideration? Do you think that was an important thing?

Peter Doyle: I don’t want to make the EOT sound a bit too much like a workers’ co-operative or a kibbutz. It is a good idealistic thing, but it’s also an eminently practical thing.

What you can also do is use, in association with that, other share plans, or you can give direct shares, new shares, to some of the key leaders.

That’s precisely what we did. So although the minority shareholders gave up their shares, they also got, as a replacement in effect, some new shares. But of course those new shares will mature in value over a given number of years.

So it was a way of incentivising them and, in a way, the way I expressed it was a bit like wiping the slate clean. The founders, to some extent, were the past. They were the present and the future, and we put in place incentives for them based on their relative importance to us, not by reference to what we’ve accumulated and done in the past, but by what the position is now.

I think that’s quite a powerful idea in selling the idea to the minority shareholders or other people for that matter who may become the leaders of tomorrow.

So from my point of view the whole thing worked incredibly well. When we went through the discussions, of course there was a degree of debate and internal discussion. I wouldn’t expect anything less, but that took place and I think everyone believed it was a great idea.

In fact, they were quite amazed such a thing existed.

Garry Karch: Yeah, it does. It absolutely does.

Third-party sale

Garry Karch: So, was part of your decision and your thought process, had you looked at a third-party sale? Had you received inquiries in the past from firms or other parties interested in buying the firm?

Peter Doyle: The short answer is yes.

I probably can’t go beyond much in terms of details, but it’s nice if people show interest. It’s nice if people make approaches. But I never went to a meeting with a potential buyer to sit down and hammer out what it might mean.

I had an inkling of what it might mean, but there was no real interest in it.

I think it comes back to building and creating something. If you’ve got that great team of people to take it forward and you believe the firm is the future, unless you need vast amounts of capital, why would you?

The business had a real vibrancy about it. Why would you want to give all that up and go into a trade sale?

A trade sale would put at risk everything about the firm in terms of character, ethos, values, the career patterns of people. You put at risk that they may leave, that type of thing.

If you do something inclusive, that seems to me to be so much better.

The trade sale idea was never really attractive, but we did get approaches.

Garry Karch: Okay.

Value

Garry Karch: One of the questions that we often get when we’re working with companies, and it’s now the collective we, with you, me and the rest of the team, is that there’s a perception out there about value and that if you sell to the employees you’re going to be giving up significant value versus a third-party sale.

I think as you saw, we had an independent valuation done with our transaction. You really don’t have to give up much in terms of valuation, if anything, with the EOT structure.

Peter Doyle: Well, in principle, a valuation for a trade sale of the business at market value, in general, should be the same as a valuation for an EOT. What is the business worth to a potential buyer? Of course, the potential buyer is the EOT.

Having said that, you don’t have to sell the business for what is the market valuation. You could sell for less if you wanted to.

In our case, we actually took the market valuation and sold the business for a little bit less than that, simply because we arrived at a figure that we felt we were comfortable with and the trustees, of course, were comfortable with because you need both parties to be in agreement.

Garry Karch: Sure, because the trustees can’t pay more than fair market value as fiduciaries.

Peter Doyle: Absolutely. They’ve got to be satisfied they’re paying no more than is appropriate and, of course, the vendors are selling their asset. They could go down the trade sale route. They would want a sensible, reasonable value for the shares that they’re giving up.

But you’re right. Simply because you go down the EOT route, it doesn’t mean that you have to accept a lot less than you would if you went for a trade sale.

Flexibility

Garry Karch: In terms of the transaction, the sale of Doyle Clayton to the EOT, one of the things that I looked at at the time was the flexibility that you had to build out a structure that worked for you, for Darren and for the other shareholders in terms of managing your eventual exit from the business.

There was no pressure and no need for you to step away immediately. It gives a lot of flexibility.

Peter Doyle: No, no. Well, it’s gratifying to know that people do want me to stay on in the business despite the sale and that there’s still something for me to do, and there is.

I very much want to support the others. I’m still Chief Executive and that will carry on for some time yet.

But the important thing is to go through a transition, to see a succession take place and to manage that process in a sensible, rational way that takes into account all these different interests.

What I loved about the EOT was that it was a very flexible thing and it has proven to be hugely popular within the firm. People like it.

Garry Karch: Mm-hmm.

Succession management

Garry Karch: You had basically, leading up to the EOT, a good sense of succession management. Is that a fair statement?

Peter Doyle: Yeah. Yes, yes.

I didn’t quite pension myself off yet, but it was a case of you’ve got to plan for the future and you’ve got to be sensible and realistic about it.

You’ve got to offer incentives to people, but of course you want to bring the whole team with you. You want to bring all of the employees with you and you need to offer them something for the future.

I didn’t think it was enough to carry on in the old style of a small handful of people basically owning all the profits and I didn’t think that would be good in the general market that we operate in because we do need to be a bit different.

We’re not some massive law firm offering massive wages. We have to offer something different.

So it was more about the values of the firm, values that people would actually find appealing and inspiring, that they would want to stay with the firm, but also linking that with some direct ownership for the brightest and the best in terms of getting on and then achieving some extra value through that.

I think we’ve achieved the best of all things.

The firm at the moment is owned nearly 75% by the trust and I think that’s a good arrangement.

Regulatory approval

Garry Karch: In terms of the conversion process, this is specific to a law firm obviously, but what kind of regulatory process did you have to go through as part of the EOT sale?

Peter Doyle: Well, I mentioned two steps that we’d been through already, but the third step was setting up the trust company because the trust company and the trustee directors would own the shares on behalf of the employees.

That means, because it’s a non-lawyer shareholder and because they own 10% or more of the shares in the business, that they would require regulatory approval.

That meant going through a process with the SRA, the regulator, to ensure that the trust and the trustees are fit and proper to own an interest in the law firm.

Of course, that’s just peculiar to law firms, perhaps peculiar in other contexts where a business is highly regulated. But having said that, there are other commercial businesses where that factor doesn’t apply.

That was a very simple process and they were very helpful, the SRA, in pointing us in the right direction. There’s a fair amount of form filling, which is, well, it’s just form filling, isn’t it? It was just a case of it being fairly straightforward.

I think the key thing, though, is that you have to have the approval in place prior to completing the transaction. So you have to allow for how long it will take for that approval process to be completed.

If you do the whole transaction and then you’ve forgotten about getting the approval from the SRA, that could be quite embarrassing, I would imagine.

Garry Karch: I would imagine.

Vendor financing

Garry Karch: As you’ve looked at structuring the overall transaction and obviously, as a vendor selling shares, one of the questions that needs to be addressed is how you get paid. At the end of the day, you are selling a company.

Can you talk just a little bit, without getting into any real details, about structure, both how you looked at it and whether or not there are some options that you think could make sense for people in terms of vendor financing versus debt, if you’re large enough to raise that kind of third-party capital?

Peter Doyle: Yeah, yeah. It seems to me there are two basic approaches.

One is 100% vendor loan, with or without interest, paid out over a period of time. Of course, that may take quite a bit of time to achieve. It might take five, seven, eight years, possibly longer, possibly shorter, depending on how profitable the business is after the sale.

So that’s one way of going.

The other way of going is a mixture of vendor loan money and third-party, or bank loan, debt.

Of course, lenders are not going to lend the whole amount of money for the sale. There’ll be some limits on that and I got the general feeling that it’s roughly two times EBITDA.

What we did in the case of Doyle Clayton, we had a bit of money up front which was financed by a bank loan and the rest was financed by vendor loan money, which will be paid out over a period of time.

So the two things together worked well for us.

But I think the key to it is to work on the basis of modest assumptions going forward, perhaps working within that cash flow analysis and then seeing what the business can afford going forward in terms of a bank loan, for example, senior debt, the interest charges, and also with the vendor loan money, if there’s interest, how that will work out and how much the trading company needs to give to the trust every year to repay the old shareholders.

So it’s got to work from a financial point of view and it’s got to be based on practical, sensible assumptions about the future and future growth and that type of thing.

So those are the two basic options and there are pros and cons with either.

The vendor loan means you never have to bother with, or have to deal with, a bank. If you have a bank loan, then it’s about reporting to the bank. Sometimes you may need permission to do one or two things, like if you want to do an acquisition, that type of thing. But there is that reporting angle.

Having said that, it’s understandable if you’re going to borrow some money from someone. They want to know what the hell you’re doing and they would like you to let them know how things are progressing.

We’ve had a good arrangement with the bank and I almost say it’s almost been pleasant dealing with them, but we’ve enjoyed dealing with them and it’s been no problem so far.

So all good so far.

Garry Karch: Okay. One of the headlines with respect to the EOT structure is obviously the capital gains tax relief when you sell control to the trust. But from an employee perspective, there’s the ability for them to receive income tax-free bonuses as employees of a company that’s owned by an EOT.

We always caution our clients when they go into this to manage expectations. The limit under the legislation is £3,600 per year. When you’re repaying debt, you’re more than likely not going to have the resources to do that.

But I know with ours, you made a conscious decision to make sure that there was a payment in the first year to sort of send a message to the employees that things are a little different now.

Employee bonuses

Peter Doyle: I think it’s very important to do that, even if it’s a small amount. But even then, well, you really should create something that’s a bit more than certainly nominal.

We haven’t been going that long, but we’ve had two bonus payments. People like them naturally and they’re tied with their status as owners, as indirect owners, as trust members. They link it to that.

I know the bonuses are paid by the trading company, but it’s still very much based on the fact we’re an EOT-owned business. We can make these tax-free bonuses.

I think it’s very important, as a matter of principle, that people do see the value, the immediate impact of that, and that something is allowed for those bonuses. Indeed, going forward, after you’ve allowed for the debt to be repaid, you should be looking at larger and larger bonus payments and to reflect the fact that the business is 75% owned by the employees.

I don’t, you know, I probably get told off for saying that by someone, but it just seems to me that must be correct.

But it doesn’t mean to say 75% of the profits get paid out. There’s got to be something sensible because you’ve got to allow for profits to be retained and that type of thing. You’ve got to pay corporation tax. There may be all sorts of things that you want to do with the business going forward.

But the general aim, at least from the way I see it, is that in the future bigger bonuses can be paid out and that’s one of the wonderful things about the EOT.

I don’t want it to be used as a device to save CGT when you sell the business to an EOT and thereafter you pay tiny amounts of bonus and the brightest and the best hog the rest in terms of discretionary bonuses.

I wouldn’t want that type of arrangement because I don’t think it’s fair or just. It doesn’t represent or truly reflect the fact that the business is owned by the trust. It is the majority shareholder and it should act in the general interests, or best interests, of the employees.

But that’s just my philosophy about it.

Garry Karch: I think that’s a very good point because if you look at some of the research, transactions that are done purely, and this is whether it’s the UK EOT or the US ESOP, transactions done just for the tax benefit reasons tend not to produce the uplift for the company that you otherwise typically see with a form of employee ownership.

I think that’s the right way to look at it. It’s not a tax play. That’s a nice benefit, but it’s about the future of the business and about growing and developing your employees and making sure that they feel like they’re valued and they have a future at the organisation.

Peter Doyle: Exactly. The trust actually means something.

Exactly right, yeah. I think that’s really important.

I think another good feature about it is that the business can’t be sold, if ever it is sold at a later date, without the permission or consent of the trustees.

But the great thing about it, I mean that’s not the name of the game, but if that did happen in the future then, of course, the proceeds of sale, the way things are currently constructed, 75% of the proceeds would go to the trust for distribution to the employees.

So that’s another powerful factor.

It’s also a method of control over the other directors and shareholders, that they don’t get involved in a sale that’s not in the general interests of all of the employees because the trust’s permission would be required for any sale to proceed.

But I don’t want to get too centred on that.

I think the key thing is about having a fairer, more just system of, if you like, redistribution of the profits because all of the people in the firm own all or most of the firm.

What would go with that, in general, is higher bonuses.

Garry Karch: Sure. Can you talk a little bit about the reporting structure? Again, this is just a broad brush, a general comment, but there is definitely a difference between ownership and management. That’s something that we always make sure, as we’re helping our clients roll out these transactions, that the employees understand. There still is a reporting structure. There still is a decision-making process.

Has that been an issue at all?

Reporting structure

Peter Doyle: Not at all. It was understood from the beginning that the managers are there to manage, the directors are there to lead and manage the business with the other members of the management team.

The trustees are not there to manage the business. By all means, keep a beady eye on things. By all means, consult them about important changes taking place within the firm, so within the company.

We’ve never had a problem with that and I think it’s fine, provided there’s a level of exchange of information and as long as the trustees keep things confidential.

They’re fed a lot of information about the general development of the firm that would not ordinarily be available to them as employees. So, as long as there is that two-way process.

But they are not there to determine who gets hired, who gets fired, who gets what in terms of rewards, that type of thing. They may be consulted about bonuses and the size of bonus pools, that type of thing, or some general developments in the firm, about some new area of business that we may get involved in, that type of thing.

But they keep to what they’re there for, which is to represent the majority shareholder. They do have a say, for example, when it comes to governance. I think the way we’ve constructed it is that they will have a say in the election of directors at a future date because every five years we have to go through a process.

So the trustees do have a degree of power and ultimately, if the trustees wanted to, I suppose they could boot out of office the directors because they are the majority shareholder. They ultimately would have that power.

But that’s not, on a day-to-day basis. The managers manage the business and there’s been no issue at all. It’s a very open, friendly firm. We’re talking to the trustees all the time. We have regular trustee meetings and we exchange information.

But the managers manage the business. That has to be firmly understood from the beginning.

Garry Karch: Okay, okay. So at this point, a few months shy of two years since the firm’s conversion into the EOT structure, are you overall pleased with the transition? Where are we now?

Overall thoughts

Peter Doyle: Yeah, I’m very pleased with it.

Everyone has shown a great deal of enthusiasm for the idea. Again, they’re slightly amazed that such a thing exists. They weren’t aware of it until I brought it to their attention.

Overall, it’s been great. I mean, I suppose the only odd thing about the whole history of it so far is we did the transition in September 2019 and a few months later the pandemic breaks out, which was a bit of an odd one. I didn’t see that coming and then again, who did?

That had its own challenges, but I think the fact that we’re a trust helps, that we’re a trust-owned business helps, because certainly the people. I was amazed and deeply impressed by how everyone clubbed together and how we all got through this as a group of people working from home. There’s lots of stories of that, of course, but I think the trust helps to reinforce this sense of loyalty towards each other and to get through things through thick and thin.

That’s the other feature about it. If people own something or feel a sense of ownership about it, there may be future years when you hit lean times, when things don’t go quite as well as you would like. Is it the case, because of their commitment to that sense of ownership, they’ll take the good times and perhaps get the good bonuses, but they’ll also put up with the lean times as well?

I think that’s a powerful factor. If you don’t own anything in the business, there is a degree of loyalty and a strong degree of loyalty, but the ownership, I think, is an extra layer on top.

Downsides

Garry Karch: So from your perspective, are there any downsides to the employee ownership model?

Peter Doyle: I’m struggling to find one.

I think if you’re the type of person that wants to continue to own a substantial holding, or you’ve got ideas of, how can I put it, world domination, and you want to raise vast amounts of capital and go off on a trail, then perhaps EOT may not be for you.

But even in that set of circumstances, I still think that the EOT thing is a good model because you can build upon the EOT, you can expand the business, you can retain more money for investment and the thing can grow.

There are some big examples of EOT-type businesses, or employee-owned businesses, that have grown to be huge.

So I can’t think of any obvious downside to being EOT-owned. It’s been a great experience so far.

Advice for other business owners

Garry Karch: Okay. Last question for you. As you sit there having gone through the process and then taking the firm into the employee ownership model, what advice would you have for other business owners that are considering succession planning?

Peter Doyle: Prepare. Think about all the issues involved. Think about how we incentivise a group of people to take over. How to realise a capital value is another thing. How could that be achieved?

Above all else, take expert advice and look at the alternatives. I think it’s important to look at the alternatives simply to discount them.

I did look at the alternatives. I discounted them.

Darren, myself and the other members of the senior leadership team, we looked at those issues. We discounted them. What we were left with and what we came back to with EOT was absolutely right for us, having regard to the people within the business and what we wanted out of the future.

But I think you have to go through that kind of rational process, looking at the pros and cons of different models depending upon also what you want to do with the business and what you want to preserve going forward.

So expert advice, absolutely crucial.

I read a certain amount about EOTs off the website, but I think it was only when I spoke to you, Garry, that I really understood what was involved in an EOT.

You also did a number of feasibility studies for us, which was absolutely crucial because then you can see what it means in terms of cash flow commitments and what it could mean for the business, what extra would be left in the business, a whole set of issues going forward.

To feel confident about doing it, you definitely need expert advice.

Garry Karch: Thank you. I think that’s right. An informed decision is going to be the best decision.

Peter Doyle: Yes.

Garry Karch: Yeah. That’s key. You hit the nail on the head there.

So with that, I think we’ll go ahead and wrap it up. Peter, thank you for joining us this morning. Greatly appreciated. Hopefully those who are going to be watching the webinar will get an understanding of some of the thought process that it involves, how we got to where we are and, I think importantly, the fact that we got through, as have many other firms, a global pandemic with everybody pulling together because it really is us now.

Peter Doyle: Absolutely. Yeah, absolutely. Thanks very much, Garry.

Garry Karch: Thank you.