Eli Albrecht

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Eli Albrecht

Eli Albrecht

@Elialbrecht

M&A lawyer for buyers and sellers of businesses @Albrecht_law for Indy Sponsors PE•Searchers; X - GibsonDunn @GeorgetownLaw @JohnsHopkins @IDF Special Forces

Washington, D.C. Katılım Mart 2015
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Eli Albrecht
Eli Albrecht@Elialbrecht·
It is time for an introduction. I am an M&A Lawyer at @Albrecht_Law. I represent PE Groups, Independent Sponsors, and Searchers buying and selling businesses. It has been a windy road. Here is my story: Born in L.A., one of my first memories were of the curfews from riots in the early 1990s. We moved to inner city Milwaukee seeking a lower cost of living. I went to an Orthodox Jewish day school and public high school. The only thing that kept me in high school for 3 years was skateboarding and wrestling. Then, 9-11. I committed to join the military to fight people who would kill American civilians sitting in their offices. I learned about my German family who were wealthy assimilated Germans - all murdered in the Holocaust. My grandmother was the sole survivor. She escaped to Israel in 1939. I dropped out of high school to join the Israeli Special Forces, first joining the paratroopers, then Unit 217 (Duvdevan), then onto another SOF unit. After my service, I returned to the States. I raised angel funding, started an armed security company focusing on high-risk environments. I marketed to those who needed the most skilled security detail. I grew too fast and ran it into the ground. Investors forced an asset sale. I felt like I got screwed and attributed it to my lack of formal education. I could work hard but had no formal education. I went to community college, first taking non-credit classes. I worked nights at a mental hospital and taught Krav Maga and defensive tactics to SWAT officers during the day to pay for school. It took me 2.5 years to get a 2-year AA degree. I loved school and thirsted for knowledge, but I was a ship in a storm without an anchor. I met my wife and she was the anchor. When I was with her I could breathe more deeply and the fire in my belly burned at a simmer. She believed in me so absolutely that I started believing in myself. She loved me with no strings attached. I transferred to Johns Hopkins University where I graduated top of my class. I focused on business, private equity, VC, and M&A. I was shocked that people complained when we got to sit at a desk and learn. Studying for the LSATs my first son was born. The memories of financial worry lines on my dad's face drove me through late-night study sessions. I felt my key to financial freedom was getting into a good law school, so I dedicated myself to studying. I studied voraciously and I did well. On to Georgetown Law with a Deans Academic Scholarship covering most of my tuition. I took all the corporate law classes. I loved M&A and private equity. My daughter was born. I tried to be there more for my family, but I remembered my parents taking items off at the grocery store checkout, so I dedicated myself to getting a BigLaw job. I summered at DLA Piper and was there for a year. I worked on great deals like Sprint-T-Mobile merger and Sole Source Capital's inaugural deals. I wanted more PE M&A. I lateralled to Gibson Dunn. Tons of top-notch M&A work. Truly elite M&A practitioners. They went hard and I went hard. It was everything I wanted. I worked with incredible PE groups, like Platinum Equity, KKR, MidOcean, Arlington Capital, Liberty Hall, etc. I worked on splashy acquisitions. My deals were in the WSJ and I thought I was happy. But, whenever I was not busy, 20-year-old memories of hearing my parents argue over their budget deficit as I was trying to sleep crept back into my head. I prioritized work over everything. My home life was falling apart. My third child, a little redhead was born. I was succeeding professionally. I bought the Teslas I always wanted and paid for Jewish private school in cash. Still, when I lay in bed at night, I heard the wolves at the door and a little voice inside my head saying, what if you lose all of this tomorrow? If only I made BigLaw partner I could rest. As I achieved my professional goals, my wife was drifting away and I felt like a stranger in my home. I started struggling to find a better way. I wrote my thoughts on another platform (the more professional one). In a couple of years, my community had grown to over 50,000. In May 2023, I sat with my wife and reevaluated everything. I interviewed at other BigLaw firms and was offered partnership. But, it did not feel like the success I thought it would. I loved M&A, but BigLaw partnership was not the life we wanted. My family and I weighed the options. I told them our finances would be up and down based on my ability to bring in clients. I told them I would work late nights, but be in control of my own time. We would determine our own destiny for our own family. I told them I would work hard, but never again miss a school play or wrestling tournament. I told them we would build something our family would be proud of. My wife said to the kids, one day, you will grow up and you will know, Daddy bet on himself. We were all in. I handed back my key fob at my fancy high-rise office in D.C. and walked out the door for the last time ready for this entrepreneurial journey of building an M&A Law practice. Since launching Albrecht Law, we have been representing incredible people buying and selling businesses. We have made people millions of dollars through our tax structuring department led by the incredible tax genius, @JoshuaASiegel, and represent our clients in all of their business's legal needs. I get to represent real people and help them succeed in their business. I am building real relationships with clients I will work with for the next 30 years. I have been more successful than I dreamed and I am more deeply connected with my family than ever. Every once in a while as I put my head on my pillow, I hear the wolves growling, but, when I put my arm around my wife, and think of my children, the sounds of the wolves are drowned out by all the blessings in my life.
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Eli Albrecht
Eli Albrecht@Elialbrecht·
Got on an issues list call with opposing counsel. He started with a little speech about having no flexibility, take it or leave it; this call will be a waste of time, but go ahead. 30 minutes later, we ended up finding great solutions on everything and scheduling lunch.
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Eli Albrecht
Eli Albrecht@Elialbrecht·
@RobertMSterling You are legitimately one of the best out there (I know, as the beneficiary of being amplified when I set off on my own).
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Robert Sterling
Robert Sterling@RobertMSterling·
If you’re a startup founder with a big announcement, let me know and I’ll amplify it for free. No catch. I just want to support the community and pay it forward. You don’t need to pay a bunch of accounts to astroturf your new AI/fintech product or your series B raise. People have caught on to that playbook and it no longer drives engagement (if anything, it kills your credibility). If you’ve got something people are going to be excited about, I’m excited for you. I don’t have the biggest audience (far from it), but I’ve been blessed beyond measure by the community here, and, to the extent I can, I’d love to help. It’s the least I can do. Just shoot me a DM.
Luke Metro@luke_metro

So is paying big anonymous Twitter accounts to QT your fundraise just a normal part of the launch playbook now

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Dallin D.
Dallin D.@SellersCounsel·
Signs that a lawyer actually maintains good forms: their APA has a representation re: AI use.
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Salomon Gaviria B
Salomon Gaviria B@salogaviriab·
@Elialbrecht Venture debt providers rather than banks. We had to engage with them to clarify some topics that the seller was not able to communicate properly.
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Eli Albrecht
Eli Albrecht@Elialbrecht·
Buyers often receive pressure from Sellers to prove they have debt funding to do the deal. Often the debt is not committed until late in the process. You may be tempted to do this, don't -->
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Salomon Gaviria B
Salomon Gaviria B@salogaviriab·
@Elialbrecht Disagree. We had a few deals in which the buyer was not experienced in acquisitions and needed to be “gently pushed” to ensure he had the funding to complete the acquisition. Yes, it was annoying for everyone but otherwise it would have taken too long.
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Eli Albrecht
Eli Albrecht@Elialbrecht·
@RobertMSterling @RoKhanna Agree with everything you say, Robert, and also, agree with this. Try going to any other country with the explicit purpose of anarchy against that government and see what happens.
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Robert Sterling
Robert Sterling@RobertMSterling·
@RoKhanna The IDF detaining and releasing you is an outrage They should have kept you in custody
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Ro Khanna
Ro Khanna@RoKhanna·
If a US Congressman & American citizens were detained illegally by settlers & the military of any other nation, the Ambassador would beg the American people for forgiveness and take action against the perpetrators. The height of arrogance.
Face The Nation@FaceTheNation

Rep. Ro Khanna said his office alerted the U.S. embassy in Israel of his visit to the West Bank, where he said he was detained by Israeli settlers, but Israeli Ambassador to the U.S. Dr. Michael Leiter tells @margbrennan, “There was not an alert. There was a question about visas, that is all.” He adds, “When we requested he coordinate the trip with us, he rejected that by basically staying silent. So, that’s unfortunate. This whole incident is unfortunate.”

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Eli Albrecht
Eli Albrecht@Elialbrecht·
Along with my Partner, @RitterLawyer, the Litigation-Focused boutique Albrecht Ritter PLLC is hiring. If you are a litigator, you will want to hear what we are doing here. We are litigating incredible cases at an incredible pace with incredible results. Please DM us to apply. We just wrapped up litigating a case in Delaware Chancery and are litigating a range of post-M&A disputes. This is the type of work where you fly out of bed in the morning because the matters are so exciting (at least I do).
Travis Ritter@RitterLawyer

We’re hiring. Our standard: zealous, honest advocacy; substantive excellence. We litigate high-stakes commercial and post-M&A disputes nationwide—contingency and flat fee, never hourly—often in Delaware. We go to trial. We win. And we take on the most “venerable” firms.

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Eli Albrecht
Eli Albrecht@Elialbrecht·
In discussing with @RitterLawyer, we determined, the perfect new lawyer hire is someone junior enough that they can integrate AI, but not so junior that they grew up with AI and have outsourced their entire brain.
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Italo Mendonca
Italo Mendonca@thisheregame·
@elialbrecht you'd be surprised at what you still see with the larger deals...🤦‍♂️
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Eli Albrecht
Eli Albrecht@Elialbrecht·
One of the most eye-opening differences between small M&A (sub $5M in EBITDA) and larger M&A is the quality of the broker/IB. I was on a call with a broker from Stout yesterday on a larger deal, and he had such a sharp command of the issues and what matters, and was a true professional. They deal with PE every day and are every bit as sharp as the PE folks. While there are some good smaller brokers, for the most part they have rudimentary knowledge of M&A and either get in the way of the deal or remove themselves entirely (until funds flow time). I find myself explaining very basic concepts and wondering how this person is taking home 6% of the EV.
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Filthy McNasty
Filthy McNasty@FilthyMcN·
@elialbrecht Although the tide has shifted somewhat as good lawyers get into sub $5M deal space, the same very much could be said about quality of lawyering......
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Wraith Brokerage
Wraith Brokerage@wraithbrokerage·
@elialbrecht This is when a coffee or a call and smooth life over. “Just wanted to say hi and see if you knew Bob, he’s doing great work on another sale we are working on with him”
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Eli Albrecht
Eli Albrecht@Elialbrecht·
Recently rep’d a buyer. We sent over a short, middle of the road purchase agreement; got back a horrendous markup. Full pages replaced wholesale. I just found out we are rep’ing a Seller where that same law firm is representing the buyer. How should I react to their draft PA?
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Eli Albrecht
Eli Albrecht@Elialbrecht·
To be clear, I’d never allow my own emotions to impact a deal, so I do a markup or issues list that is guided by my client’s desires - but it would be funny if I sent back the exact horrendous draft they sent to me.
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Eli Albrecht retweetledi
soha ventures
soha ventures@sohaventures·
14. The Forgivable Promissory Note - @elialbrecht x.com/Eli_Albrecht/s…
Eli Albrecht@Elialbrecht

M&A Monday:* The Forgivable Promissory Note The Forgivable Promissory Note (FPN) is a powerful tool for buyers to offer higher offers with reduced risk. (A) How does an FPN work? FPN is a portion of the purchase price seller lends to buyer and is repaid over time. Often between 10%-20% of purchase price. The Note can be secured or personally guaranteed, but always subordinated.  Interest rates vary, but I see 5%-10%. FPN can also be used for post-closing indemnification obligations or even working capital adjustments, allowing a buyer to reduce or remove an escrow at closing. While I like to include FPN in most LOIs, the following situations lend naturally to FPN (note: often a similar goal can be achieved with an earnout or rollover(but, earnout is not SBA compliant): 1. Seller wants to calculate a purchase price on pro forma financials. 2. Fluctuations in the financials. 3. Key customer uncertainties. 4. Seller is key to post-closing transitions. (B) What are the primary benefits for Buyer? 1. Buyer can offer a higher purchase price. 2. Remove an escrow and give seller more cash at closing. 3. Reduce risk post-closing. 4. Pay off part of the purchase price over time. 5. Seller remains invested in the business post-closing (“skin in the game”). 6. Buyer brings less cash to closing - higher leveraged IRR. An FPN is beneficial for seller because it increases the purchase price, moves consideration into another tax year, gets interest on the payments, and it can be more secure than an earnout. (C) How is the forgiveness calculated? The goal of forgiveness calculation is to adjust the purchase price to reflect what it would have been had X occurred post-closing. Example: buyer is assuming a 4x multiple on $2m EBITDA and after closing, EBITDA declines to $1.8, $800k would be forgiven (of course, it is not usually dollar for dollar). The forgiveness mechanism needs to target the specific post-closing risk. Forgiveness metrics are very situationally specific. Here are a few other metrics: 1. EBITDA. This is best for buyer, but sellers rarely agree. If sellers do agree, they usually ask for covenants requiring post-closing expenses to stay stable and the business has to operate per past practice. 2. Revenue. It is more common that forgiveness is tied to revenue. A certain decline in revenue will trigger forgiveness of part of the note. 3. Gross Profit. This is better for the buyer than revenue and better for the seller than EBITDA. 4. Key customer. If a key customer leaves or reduces purchasing, x% of FPN is forgiven. 5. Key employee or seller performance. Forgiveness can be tied to retention of key employees or seller’s performance after closing. This blurs the line between performance-based compensation and purchase price consideration. SBA 7(a): If financing with an SBA 7(a) loan, a forgivable note is allowed. However, the metrics have to be rooted in historical financials. Otherwise, the SBA will view it as an earnout, which is not permitted. *This M&A Monday is dedicated to Eitan Yahalomi, age 12, and his father Ohad. They have been held captive for 37 days.

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Eli Albrecht
Eli Albrecht@Elialbrecht·
Monday morning coffee with some wild turkeys. So many Monday mornings used to be taking the subway to the office. Early in my life I realized I need to live in a peaceful and quiet environment. I put in the subway time so I could have these mornings.
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