Episode 09 | CRE Letter of Intent-MF Don Pepin Garcia

I get a call from the acquisitions guy at the the buyer's office last second tells me to lower the offer by millions and millions of dollars. I'm like, "Okay, man. I'll I'll do that. I I will tell you that I don't think this is going to get traction." And he says, "I'll go ahead and do it anyway." So, begrudgingly, um I revise the letter of intent. I send it his way just for the authorization one last time. He gives me the green light. Now, this is this is months and months in preparation. Yo yo yo yo yo, and welcome back to the Sticks and Stones podcast. Sticks and Stones is a podcast where we bring serious cigar smokers together with serious dealmakers. And today's podcast, we are talking about LOIS or letters of intent. But first, this is sticks and stones. So, we are going to talk about cigars. So, what am I smoking this morning? And it is a beautiful Sunday morning. I am smoking the Don Pepin or the Don Pepin Garcia by My Father's Cigar. I love these guys. And and I'm sipping on my Sunday morning sweet coffee. It is sugar-free sweet, but it is still sweet. I put creamer and keto friendly ready whip in my Sunday coffee. We're going to get this thing cut up. And like I was saying, I do love these guys. My father cigar, I mean, even even the not wildly popular cigars that they put out are phenomenal. And I have smoked this guy before, but it has been a while. So, we're going to toast it up here real quick. I hope everyone is doing well. I hope everyone had a good weekend. I know it's not the end of the weekend, but still have a few more hours left. I hope everyone is relaxed, rejuvenated. Blessings to everyone this Sunday. Yeah, this is right up my bowling lane, baby. It's got a little boldness to it. Little bit, just a touch. But I mean, all around solid cigar. All around solid. Okay, so the LOI. We're going to go over the LOI today. And maybe it's a mystery to you. Maybe you've written a couple. Maybe you're just getting into commercial real estate investment and you don't know much about the field, the process, so on so forth. Buckle up because this episode is for you. So, what is an LOI? We're going to go over what it is and what it is not. So, what is uh a letter of intent? Just plainly speaking, a letter of intent is an offer. It can be used as an offer and it can be used as a counter offer. So, it's offering to purchase or lease commercial property, whether that be land, whether that be and these are these are the asset classes of commercial real estate. If it's land, if it's office space, if it's retail space, if it's warehouse, if it's industrial space like manufacturing space or assembly space, fabrication if you're a fabricator and you need space to do all of your work, which can be considered manufacturing or light manufacturing, multifamily. So, by most states, one to four family is a residential deal. So, if you're buying a two family house, that is a residential deal. That is not considered commercial. Again, in most states, very soon, I'll be licensed in three states. And for the states that I am licensed to conduct real estate business as a broker in, it's one to four family is a residential deal. So, multif family in five living units or more, that's also a commercial deal. And then investment property. So, an investment property is any of the asset classes that I just mentioned, whether it be office, warehouse, industrial, retail, but you are not going to occupy any of those spaces. You are purchasing that property for the income value alone. I mean, you know, you do get the asset. You know, you would own the asset, but it's the income that you're after. That is an investment property. So, an LOI would is basically putting your offer in on something that you want to buy. An LOI also puts an offer in on something that you want to lease. If you have a business and that business requires office space or that business requires retail space, you have a storefront, you have a restaurant, you need to lease that space. So, you would use a letter of intent to make your offer. So, that's what an LOI. It is putting all of your terms in writing and making your offer. And it's not just, hey, you have a building for a million. I'm offering you 900,000. There's a lot that goes into an LOI, which we'll get to later. What an LOI is not, I repeat, an LOI is not a legal document. So, when you sign an LOI, which all LOIs should be fully executed, an LOI should be signed by the landlord and the tenant or the seller and the buyer. They should be fully executed. Here's why. The LOI serves two people. Well, it serves two parties, but on the seller side or the landlord's side, there's two people reviewing that letter of intent. that is the owner of the property or the owner's team. You know, it could be a very large uh landlord or seller, but it's someone on the seller's team and it's the seller's legal document drafter, whether that be somebody on their staff or their outside attorney. So, you are delivering this document to the seller's team and or their attorney. And whoever is going to be drafting the purchase and sale agreement or the lease agreement, they have to know that all parties involved agreed to the terms. And if you don't have a fully executed letter of intent, it's just going to prolong the whole process. It's going to way everything because the attorneys are going to have to get involved and speak to everyone involved and then they're going to make you sign it anyway. So, you know, you might as well just sign it right then and there. But you are not signing a legal document. It is not binding in any way, shape or form. It's just an acceptance that I agree to these terms and I will sign a legal document if the terms in this letter of intent are in that legally binding document. That's all that is. So, another thing that I would like to bring up is be prepared when you are about to have someone draft a letter of intent for you. I'm not saying that you can't draft your own letters of intent if you are the purchaser, if you're the buyer, if you are the tenant. Most likely, the property that you are looking at is being represented by a commercial real estate broker or a broker of some kind. So, you can hire your own broker and your broker will draft your letter of intent for you or you can draft your own. I will say if you have questions about a letter of intent drafting one, if you are a little fuzzy on how they are put together, what goes in them, I highly suggest you seek some help and hire your own broker. You can have the listing broker represent you. There's nothing wrong with that. We are legally bound to give everyone fair dealings. So that is your license on the line if you treat someone unfairly or disadvantaged in a deal. So you can use the listing broker as your broker to represent you. Nonetheless, if you are um a little uneasy on how an LOI goes together, what goes in an LOI, seek help. That's all I'm saying. Go to someone who does this on a on a regular normal basis and has no problem preparing one. But having said that, go into a deal prepared before you draft your letter of intent. Be prepared. And what do I mean when I say that? So, first of all, if whoever is representing you in the deal of a, you know, transaction or a lease, if they have not asked you a bunch of questions about you and your business, if they have not asked you for several types of documentation to document who you are, what your business is and what it does, how much money it makes, what is your liabilities, your assets, things of that nature, then you might want to reconsider your broker. You have to be prepared because if you're not prepared, you're going to be blindsided because nine times out of 10 when you are about to enter a negotiation or or enter a transaction with another party, they are going to ask you these questions. They are going to want to see your proof of income or your proof of funds or POF. There's a there's a lot of acronyms in real estate. So, they are going to ask for credit reports. They're going to ask for copies of bank statements. They're going to ask for tax returns. They're going to ask for P&Ls or profit and loss statements. If you are not prepared, you are going to be blindsided. And then it's going to again prolong the deal. Now, in its nature, commercial real estate is about six times longer than a residential deal. So, just so you know that. But one of the things that I see the most and it's it's shocking to me is people will try and enter a deal and they'll try to start a transaction and we're talking commercial real estate, commercial property. And most of the time, nine out of 10, you should go into a transaction to purchase commercial real estate under a company. Whether that's an LLC, whether that is a trust, an family trust, whether that's a CC Corp, an S corp, it should be a legal entity, a corporate or a company entity. People go into these deals with no LLC formed or no company at all formed. And that makes it very difficult for your broker. It makes it very difficult for your attorney. It makes it very difficult for the closing attorneys or the closing agents because you're going into a deal under your personal name and then before you close it's all the paperwork has to be modified amended to a company name because inevitably your attorney is going to recommend that you open up a company and put the property in the name of that company. So be prepared. All I'm saying is if you're serious about this, if you're serious about buying commercial real estate, you know, nowadays you can spin up a company in a day or two and it will cost you less than $1,000 for the entire thing for your operating agreement or your corporate bylaws for the filing with your state. Obtain your federal ID number with the IRS and have all your documentation in place, probably $1,000 or less. And there's so many services you can go to. And there's also private attorneys that that you know business attorneys that that's their main bread and butter is forming entities for people. So be prepared in what you're about to do. So if you're about to buy property or lease property, have your entity formed. Be on the ready with your documentation. If your broker wants to see all of your documentation before he will work for you, give him the documentation. Give her the documentation. They're they're trying to help you. They're they would be doing you a disservice if they just started looking for property for you and then find out that you are not pre-qualified by a bank. You don't have the funds to pay for the lease for the security deposit and, you know, first month's rent and and and a buildout. You know, there's there's a lot of things that go into commercial real estate and brokerage of commercial real estate. So, if your broker is asking you for, you know, your financial statements, your credit reports, and all of this, they're not prying. They're not trying to be nosy. They're trying to better prepare you for the task at hand because bet your bottom dollar that if you're leasing property, that landlord is going to want to see all that documentation. That seller or the bank is going to want to see that information. So, if your broker is asking for that information, that's a good sign that you have a seasoned broker. Guys, this is this is a phenomenal stick. I've been doing a lot of talking and not a lot of puffing, and it's just rock solid. I mean, that's that's my father for you. Okay, so what goes in an LOI? The very basics, the very essentials. And and I will say this that there are two forms of LOIs. There's a short form and a long form. A short form is for a very simplistic deal that doesn't require a lot of mumbo jumbo to go into an LOI. If you've got a very simplistic building or piece of land and there's not a whole lot to worry about, there's not a lot of moving pieces to the transaction. You know, it's it's a million dollars or less or $2 million or less, you're going to want a short form letter of intent. If you've got a larger piece of property, a larger deal, a lot of moving pieces, multiple owners, you know, a lot of, you know, weird easements on the property, whatever, you know, whatever it may be. If it's a if you're leasing a a retail space in a huge shopping center, you better I mean, bet your bottom dollar that that lease agreement is going to be about 60 to 100 pages long. So you would want to have a lot of your concerns addressed in your LOI. So what goes into an LOI? First and foremost, the two parties. So it'll have who the seller is, who the buyer is, who the landlord is, who the tenant is, names of the companies, addresses, so on and so forth. The next thing that is essential to the letter of intent is the legal description of the property. Now, a lot of people, leasing brokers, don't put the legal description in because, you know, just quick tip here, guys, the address is good for the post office. It's not good for a real estate transaction. The address is not a legal description. In a lot of states, in the states that I know of, your address is not a legal description. So, what is a legal description? The municipal lot and block or block and lot numbers, that is a legal description. They also have like parcel IDs or or property ID numbers like APN number um you know stuff like that and it's usually like a long number and in that number has most likely the block and the lot along with like the deed page a lot goes in into that number but however that is a legal description and now I jinxed this cigar cuz now it died on me. So, that is the legal description that goes into a letter of intent. And even a lot of people, a lot of leasing brokers don't put that into a lease LOI. I do. I mean, it it's not going to hurt. It takes up very little space and it and it just shows your professionalism that, you know, you go above and beyond. It's not just the address, but it's the legal description of the property. And why do we put the legal description of the property in there? because you don't want to confuse 123 Main Street with 123 East Main Street or South Main Street or you know it could be M Street versus AI N Street. So you want the legal description so there's no disputes what you are leasing what you are purchasing. So then you have all of your terms and it's not just the consideration, the monetary consideration. You know that there's there's terms in there of how long of an inspection period you have. um how when how long is your closing period? The the time that you have to get all of your loan documents secured, finalized, and title searches done and title insurance policies issued and all of that good stuff to where you can get down to a closing table and sign 692 documents and then, you know, grab your keys. So, how long is your closing period? What goes into your inspection period or due diligence? That's what it's known as in commercial. What's your due diligence period look like? What are your contingencies? All of that goes into an LOI. And this is why I prefaced there's either a short form or a long form. Depending on what your asset class is, who you're dealing with will determine what that is. And again, if you don't know the answers to those questions, I would highly suggest you seek some help. Then there are some protections in an LOI. There are protections for the seller, protections for the buyer in that they can cancel the contract. There's confidentiality protections in a letter of intent. And then the brokers are solidified in the letter of intent. So that way when the owner and the buyer and the seller are signing documents, everyone knows which real estate professionals are getting paid what. So that is a protection for the brokers. So there are legal descriptions, there are or so property legal descriptions addressing the parties, who the parties are, all of the terms of the deal, and the protections of the brokers, the buyers, the sellers, the landlords, the tenants, and so on. Then the letter of intent should be fully executed. Like I said, because when the attorney is drafting the lease or the purchase and sale agreement, they want to know that the two parties involved have agreed to the terms. Because someone who does this on a daily basis, drafting documents that are going to be legally binding, they don't want to go through the trouble and draft this document long or short and then find out that the buyer didn't agree to that or the seller didn't agree to that. And now you have a dispute that could have been resolved if everyone signed the letter of intent. Because if that should arise, then the lawyers or whoever's drafting the document can say, "Hey, you signed off on this letter of intent." So now we know that both parties agreed, but if they didn't agree, now you got to go right back to the beginning and do another deal, another transactional deal, uh, which means another draft of an LOI or counter offer. But by the time it gets down to that and both parties signed off, 9.9% is all good. I I have only had one instance where that happened. A tenant signed off on an LOI and then reiged on the the the terms later. So, still a solid cigar, guys. Even though it died on me, it's still a very solid cigar. So, for those that are watching this on YouTube, that's what the band looks like. I mean, this is just it's solid all the way around. So, I I have war stories. I have horror stories about transactions and transactions and letters of intent. I had what seemed to be a very sweet lady who was a residential agent, a fairly new residential agent, and came to me because she had a tenant for one of my lease spaces and begged me to teach her how to draft a letter of intent. She comes to my office. We spend about, I don't know, 3 hours going over everything that goes into an LOI for a lease transaction. And then the next thing I know, I don't hear back from her. Never heard from her again, actually. And now she's out there with this tenant client and she's like flinging lois all over the place and claiming to be, you know, a commercial specialist. That can get somebody in trouble. And that's was kind of my first experience dealing with a residential agent that was trying their hand at commercial. It's not something you can try your hand at. It is a very complex field. There are complex situations and deals and if you are a little bit outside of your lane, you can get yourself in trouble. You can get your clients in trouble. Um, I don't recommend it at all. I've had I've had deals where working on an offmarket property. Um, somebody came to me and we were working through this deal and it was it was I don't know probably a 10page letter of intent. It was to buy a an office building, a big office building about 500,000 ft². It was a rather known building in that town. And this was a an upand cominging developer. Lots of money in the bank. And they wanted to make a splash. They wanted to take this property and they wanted to reconfigure it. They wanted to convert it into a multi-use complex. So, a mixeduse complex. They wanted office space. They wanted living space. They wanted retail space. And, you know, let's just say this property was worth double digit millions high up there. And we spent weeks going over this LOI, multiple drafts, and and that that will happen. I'm just I'm letting you know that that will happen. So, you know, you sit down with someone, you sit down with a a potential client, and they'll go over everything that they want to put in this LOI, and then you draft the LOI. And this is why we have like revisioning features. And and by the way, an LOI can be drafted. An LOI can actually be done on the back of a bar napkin. As long as it's got all of the considerations in it, all of the essentials, and it is signed, someone's got to use that as an LOI. the the legal document drafter has to take that as an LOI, as a a legit LOI. So, you will have multiple revisions before it even gets to the seller or the seller's agents, the seller's brokers or the landlord's brokers. You will have several revisions because something will go in and then the client, the buyer or the tenant will look at it and say, "Oh, I forgot something." or that needs to be revised because what I explained to you, you took it a little bit differently like so you the translation wasn't all there, you know, and most of the time that is like for the the nature of the business. So in leasing it's more important to have a use in the letter of intent because the landlord needs to know what you intend to use that his space or her space for. Not so much in transactional, not so much in a purchase, but on a lease, you know, that's the number one thing that gets a little lost in translation is someone will explain to you what they do, and then the broker will put down in the use how they correlated that, how they translated that. The tenant will say, "Oh, no, that's not what I do. What I do is, you know, X, Y, and Z, and I'm going to get more specific and and more granular." So, by the time you've revised the LOI multiple times, this is like this is going on a on a couple of weeks. And like I said, this was about a 10page letter of intent. And where I felt the number should have been, it wasn't far off. The considerations were not far off. And this is weeks in the making. And I'm about to press the send button on this email to the seller. They were not represented by a broker. or they were big institutional developer and they did their own deals. They weren't represented by an outside firm. I get a call from the acquisitions guy at the buyer's office. Last second tells me to lower the offer by millions and millions of dollars. And I'm like, "Okay, man. I'll I'll do that. I I will tell you that I don't think this is going to get traction." And he says, "I'll go ahead and do it anyway." So, begrudgingly, um, I revise the letter of intent. I send it his way just for the authorization one last time. He gives me the green light. Now, this is this is months and months in preparation because I had to track down the owner and this was a this was a big consideration. This is a big organization and I had to find the correct person that handled this particular property. And then I had to get them a likened to the idea of selling the property. And then now we're we're at we're on the carpet. We're we're at the show, right? This is about to about to go down. And then I send that offer in and a couple of days later I get an email back. It was very, very nicely put and very cordial, but it was basically don't call us, we'll call you. And I got to tell you, there's nothing as a broker, there's nothing that I can do about it because I carried forth the wishes of my principal. I did advise the principal that this was a very low offer and I don't think that we're going to get traction. I did not recommend sending that in, but they persisted. So, I did. You have to understand how does that look? I mean, think about it. If you put yourself in that seller's position, and most of the people in the field understand that you're doing the wishes of your client, but that makes you as a broker look like a complete jackass. I'm just being real. This is real talk. You look like a complete jackass because you let that offer fly. And most people that are seasoned in the field understand that you can only do the wishes of your client. But it looks really bad on you that maybe your client selection should be a little bit more careful. And then you know us as brokers, this is how we make a living. This is how we feed our families. This is how we meet our obligations, right? you as a you as a seller, you as a buyer, you as a party to a transaction, you may see that broker again, you may not. You may never see that broker again, but they have to deal with, let's call it, aftermath. They've got to deal with aftermath from a transaction that is going to inevitably put bad tastes in people's mouths. And now that has affected that person's ability to provide for their family. Just just think about that. Let that let that marinate for a second. And I'm going to give you a case in point. I had a transaction and this was in New Jersey and I represented I was the listing broker. So I represented the seller. I had somebody come through saw my sign and looked at the the property on Loopnet and they approached me and they wanted to do it was a restaurant user. They had a concept that they had multiple stores and they were in a rush to get this thing done. They wanted to get into this space rapidly quick and they wanted to get a lease in and signed and fully executed on a large national holiday. And remember, I represent both parties to this transaction. And it was a lease, a long-term lease. Uh it was a five-year lease with I think two five-year renewals. And now I'm in talks with this landlord had a lot of just all sorts of his portfolio their portfolio was huge and they had all sorts. They had multif family. They had multiple I mean so many retail centers. I don't think they actually know how many retail centers they own. Real talk. I was in talk with this group to not just represent them on that center. They had a it was a a larger center with a bunch of stores. they were going to give me multiple of their centers and you know eventually we were working towards you know a lot bigger a lot bigger relationship a lot you know a lot more going on. I work through this national holiday and so does the so does the landlord their team got this lease I get it over to the tenants. Now remember, I represent them as well. They didn't have a broker and I encouraged them. I actually pleaded with them to have an attorney look at the lease. They rejected that because they needed to get this lease signed as soon as possible cuz they needed another store up and running in that area like ASAP. And I say, "Okay, as long as you reviewed the lease and you're okay with all the terms, they signed the LOI. Everything was everything." There were buildout provisions in the lease which were also in the letter of intent that the tenant did not oblige by. So in other words, there were periods of time where CAM expenses were not paid through the buildout period, the abatement of rent period. Now what was seemingly going to be a six-month buildout, oh yeah, we can get this done in 6 months turned out to be 11 months. and the landlord was owed rent and the tenants they were disagreeing. There was a dispute because they interpreted the lease a different way. It comes down to like 2 years and it was just a constant battle and they were working out the math and it it just it just did not it was really really bad and I tried to get in the middle and and get an agreement and the landlord was bending and making concessions just to try to get this thing done paid up and move on. And it just kept going. It was like a spin cycle. It just kept going around and around and around and it looked really bad on me that I couldn't get this to fruition and it had nothing to do with me. I mean, I did everything that I was supposed to do, but it just looked really bad because it was a really it was a pain in the ass for this landlord. And this landlord is a you know, they're they're they're a big name. They've got a lot going on and multiple multiples of millions of dollar deals are are going down in this office and they've got to deal with this one tenant and this one tiny space that are just objecting to pay what they agreed to pay in writing. They agreed in a lease agreement and now they don't want to pay and now that looks bad on me. And to this very day, that landlord will not answer my calls or my emails or anyone on their team. Now, that had nothing to do with me. I was not influencing that situation one shape or form. I actually didn't even know what was happening until I reached out to the landlord just to see how things were going. So now what was supposed to be a very positive, very beneficial, very fruitful relationship now has become DOA, dead on arrival. I am not going to get any business out of that landlord. I'm definitely not going to represent that tenant ever again. It just reflected badly on me. So part of this business is being able to pick your battles, being able to judge whether this relationship is going to be beneficial for everyone because that's the name of the game. The name of the real estate game, commercial real estate, is making sure that everybody comes out of a deal with a benefit. The seller got what they wanted. The buyer got what they wanted. The landlord got a good tenant. The tenant got a great space and a good landlord. Hopefully, you know, that's the name of the game. Make sure that everybody comes out smelling like a rose as as best as you can. Not every deal works out that way, but as best as you can, that's the name of the commercial real estate business. And I and I think any business when you're selling a service or a product or whatever, that should be the end goal is that everybody gets something out of it and everybody walks away happy. If you're taking on every single person that comes through your door, that's not going to be a good outcome for you. That's outcome of everybody leaves a transaction happy is most likely not going to happen if you just take on everybody that comes your way. And I know it's very difficult for people just getting started in the business to walk away from potential clients, but sometimes you have to. And that's the difference between a seasoned professional and a new professional. I have had I've had a deal where I worked for these tenant clients and at the time the landlord another retail situation. The landlord didn't have a broker at the time representing the space. So I was kind of in the middle working you know both angles of it. It was a a party planning space. So like an event space. Awesome couple. They were phenomenal. And we worked out so many different things. I showed them so many different spaces. We come to one space that they really liked. Everything worked out really well. You know, I got a network of people in there to to inspect the space before they got in. And we go to the LOI. We draft the LOI. Their agreement is great with the LOI. Their attorney will not allow them to sign a letter of intent. And And I'm I'm on the phone with this guy and I'm like, are you serious? I mean, you of all people know that letters of intent are non-binding. It's not a legally binding document. It's it's only proof of acceptance. I'm accepting these terms. This is what I want out of this deal, and I I accept that. That's all this is. Nope. My clients are not going to sign. You know, we've had bad experiences in the past. And I'm like, "Yeah, but you can't you can't take those bad experiences into every single deal. You're not going to get anywhere if you do that." Just adamant. Nope, we're not we're not signing it. We get down to the landlord is going to draft this lease. Holds up the whole situation because the letter of intent wasn't signed. And you can't blame the person drafting the lease because they're sitting there saying, "Well, you know, this is this is a 60some page lease. I don't want to draft this whole thing up and then present it to the tenant." And the tenant says, "I didn't agree to that. Now we got to go through the whole thing all over again." And this came from an attorney's advice. An attorney said, "Don't sign this letter of intent." And then finally, when they did sign the letter of intent, the lawyer added so much legal jargon to the letter of intent that it was just ridiculous. But there, if you've been in the real estate, the commercial real estate business for any amount of time, you are going to have so many war stories, horror stories. There's a lot of great stories, too. Don't get me wrong. There's a lot of great stories, but letter of intent seems to be one of the subjects that is always thrown around around the water cooler at different events. And you know, I actually had a residential broker. His agent was a newly licensed residential agent asked me for my letter of intent template. And I said, "No, that's that's not happening. I mean, this is this is my letter of intent. Letter letters of intent are very bespoke and it's it's based on your business, your practice, and your experiences and deals on how you generate your letter of intent. And it seems to be for residential agents like the holy grail. Like, if I can just get a hold of a someone's letter of intent uh template, I can do this business. I can do the commercial business. I mean, you you really can't. I mean, the letter of intent is is very important. Don't get me wrong. It's very important, but it's it's not the end- all beall. There's so many aspects and there's so many levels and stages of a deal that the letter of intent is just the beginning. Well, it's not, you know, there's there's prep work to get to an a letter of intent, but it's the very foundation. That's it's the starting point. It's not the ending point. And this and this broker who owned this smaller momand pop agency literally told me on the phone, "I don't see what the big deal is. Why can't you just give her your letter of intent template?" And I'm like, "Well, the fact that you can't see why that's a big deal and she is struggling to put together a a good one tells me a lot. It tells me a lot that you want the shortcut and you want to reap the benefits of a full commission without knowing what you're doing. And that puts you at a disadvantage. It's a disservice to your client. And I don't understand why people don't get that. But so many so many weird instances and happen stances that come out of the letter of intent talk. A lot of people are mystified on what goes in them, that they're not a legally binding document. A lot of people are very hesitant on signing one. And and I I've learned through the years that when I when I first got into the field, I made everyone sign every letter of intent, whether that would have been in an initial letter of intent, a counter offer. And there's so much of this that goes back and forth that, you know, nowadays it's the the the LOIs are going to go back and forth without signatures on them until you get, you know, mutually agreed upon terms. Then, you know, everybody gets their clients to sign off on them. You know, that's just stuff that you learn in practice. It's the stuff that that's on the job training type stuff. But there's just there's so many stories and and life experiences that come out of the the letter of intent talk that it's just it's it's it's funny. It really is. You know, a lot of people are very unsure on on how to draft one and what goes in one and you know, all kinds of stuff like that. The purpose of this particular episode is to kind of maybe demystify the letter of intent and give you some insight into what it is and what it's not. But, you know, the preparation stage is very important. Be prepared when you're going to draft a letter of intent. And if your broker is asking for a lot of information from you, don't get frustrated. Don't be annoyed by it. That's a good broker. that broker is looking out for your best interest because eventually rubber is going to meet the road and you're going to have to show that. And when that happens and if you don't have the proper documentation to prove what someone's asking you to prove, you're going to have a dead deal and then you've wasted a lot of your time. You've wasted your broker's time and you've wasted the other party's time. So, you know, be prepared and don't be one of those like nightmare stories. You don't want to go into something and then have a nightmare result and then you're like burnt by commercial real estate cuz you're like, "Oh, I'm never doing that again." You know, go into it with an open mind. Get advice from someone who knows what they're doing, who's seasoned, who's competent, who's done this before, and and really take their advice. That's that's that's what they're there for. They're there to give advice, and they're there to navigate the waters of commercial real estate until you can get to the point where, you know, you can you can do this with your eyes closed. Um, you know, that's, you know, that's just my two cents on the letter of intent. And one idea that's been kicked around that I'm seriously thinking about is putting together a masterclass series on commercial real estate. And that would address everything from beginning to end and a very intuitive, interactive, a lot of recorded videos, but a lot some live stuff too in a series master class if you will. And that would be kind of the hybrid to hiring a coach or a mentor. So it wouldn't be anywhere near the cost of either one of those options, but you still have the handholding of a seasoned professional to guide you through commercial real estate. So really kicking that idea around. You know, that's that's it for this for for episode 9 of the Sticks and Stones podcast, guys. This episode was about letters of intent. I wish you a beautiful Sunday and you know that's it. I'm signing off for Sticks and Stones.