Protect_the_King

Jesus-Catholic-SmallBusiness-Family

[Mary Talley Bowden MD @MaryBowdenMD]

We suspected this was happening during the pandemic, vaccinating under anesthesia. “Close your eyes, we’ll immunize” is adding a potentially dangerous and unnecessary risk to general anesthesia.

[Benny Johnson @bennyjohnson]

Why should strangers get the BEST years of your children’s lives while parents miss out on the moments that matter most?

Society has convinced mothers that staying home means sacrificing their potential, but raising children and being present for their most important years is one of the most valuable things a mother can do.

The most precious years of childhood are irreplaceable.

Homeschooling allows parents to experience them.

[Kevin Henderson @KHendersonCo]

Poppi's founders just learned the most expensive lesson in M&A!

When they sold to PepsiCo, the deal was for $1.9B plus a $300M earnout (a future contingent payment based on the performance of the brand for some period after closing).

And PepsiCo just announced that it is valuing that $300M at a “paltry” $12M.

That stings!

I've negotiated a lot of earnouts in my career. Here's what most sellers don't understand until it's too late:

1. An earnout is a future bet on a business you no longer control.

After closing, the buyer sets budget, pricing, hiring, marketing, etc. Every lever behind whether or not you get your earnout belongs to someone else.

2. The incentives can flip the day you close if you’re not careful.

As a seller, you want to do everything to hit the targets. But as the buyer, you pay less if they're missed.

Ideally, the earnout is structured so that both parties win or lose together.

If performance tanks, the buyer earns less overall so it pays less to the seller.

If performance improves, the buyer earns more so it pays more to the seller.

Incentives are aligned.

What you absolutely cannot allow to happen is an earnout structured so that performance can improve allowing the buyer to earn more, but still pay less to the seller.

How on earth could that happen?

I'm so glad you asked...

3. The accounting decides the outcome.

How you define "revenue", "EBITDA" or any other measurement metric used to determine the earnout is what ultimately drives the payout.

So things like how corporate overhead gets allocated or what happens when the Seller’s product is folded into a larger brand with competing products becomes unbelievably important.

Again, remember the incentives.

With a poorly structured earnout, a company like PepsiCo could be incentivized to buy a brand like Poppi and purposely underinvest in the brand in order to eliminate a key competitor to its other products.

So PepsiCo could earn more by driving more revenue to products other than Poppi, while simultaneously reducing the earnout payable to Poppi because Poppi's direct performance declines.

PepsiCo wins -> Poppi loses.

Sellers have to be very careful about how the accounting for the earnout is defined and whether it causes misaligned incentives.

4. The reasons above are why earnouts are among the most litigated terms in M&A.

Sellers often sue buyers claiming the buyer sandbagged performance. And Buyers defend by saying “The contract gave us full discretion."

Courts will generally enforce whatever terms the parties agreed to in writing, so an argument that Buyer acted in “bad faith" rarely saves a seller who didn't negotiate adequate protections.

5. If you agree to an earnout, protect it at all costs!

> Tie it to metrics like revenue, which are subject to less manipulation than metrics like Adjusted EBITDA.
> Include strict operating covenants around things like required budget, sales support, and no diverting customers to other products or business lines.
> Push for audit rights and a dispute mechanism.
> Demand acceleration of the earnout if the buyer or product line is sold, merged, shut down, or deprioritized.
> Keep the measurement period short! The longer the period, the more opportunity it gives a Buyer to game the system.

To be transparent, I don’t have any background into what happened here. I have no idea if the earnout was poorly structured or if PepsiCo acted in a way to purposely reduce the earnout.

That's not the point of this post.

What I do know is that a $300M earnout that is written down to $12M is a tale as old as time and almost certainly to end up in litigation.

And even if not the case in this particular instance, in most cases where this happens, there's often things that could have been done in the transaction documents to avoid it.

My advice to every seller I represent who is considering agreeing to an earnout is simple:

Value the deal based on cash at close and treat the earnout as a bonus. If you get it, great. But don’t count on it!

[Andrew Torba @BasedTorba]

Once you start homeschooling and see how fast your kids learn and progress, you realize that public school is essentially a daycare center that is pedagogically optimized for the bottom quintile.

[Hannah Ward 👩🏻‍🏫 Mom (x3) | Learning Designer @HannahWardEdu]

There's an entire secret society of homeschooling families that have their teens get bachelor's and master's degrees from Liberty University at like 15 or 16 years old yearly and I think that's wild.

[Dr. Eric Berg DC @dr_ericberg]

Fatty liver is not a fat problem.

It’s something you probably aren't expecting.

Here’s what it is and how to start reversing fatty liver fast: 🧵

[Baseball Bros @BaseballBros]

Not only should this be part of the All-Star break, but Ichiro should compete in it every single year so that modern TTO hitters can see what real bat control looks like

[Colleen Huber, NMD, CTP @DrCHuber]

Billionaires are not vaccinating their own children.

People who have less money than that should stop and think about the high costs of supporting a special needs child & adult for life, before subjecting them to the atrocity of injected neurotoxins.

[William Makis MD @MakisMedicine]

If more people knew, dermatologists would be put out of business 🤫

This is such a powerful combination! 💪

[Jesse Morse, M.D. @DrJesseMorse]

Tadalafil is one of my favorite longevity hacks, especially for men.

I put the majority of my anti-aging patients on it.

5 mg per day.

[Clayton Morris @ClaytonMorris]

Everyone should lock in and order some chlorine dioxide and ivermectin. Just keep it in your house. This new flu/covid strain is no joke. Chlorine dioxide can knock it out in just a few hours.

[Puflito @Puflito___]

- Halloween nació en la Edad Media

- Era una tradición católica

- Se celebraba entre la noche del 1° de Noviembre (Día de Todos los Santos) y el 2° de Noviembre (Día de los Fieles Difuntos)

- Esa noche los pobres (especialmente los niños) salían a pedir alimentos puerta por puerta, y a cambio se ofrecían a rezar por el alma de los seres queridos difuntos de las familias que los ayudaran <- Así nació la tradición de ir puerta a puerta

- Las familias católicas se anticipaban a este día y preparaban alimentos de antemano para darle a quienes fueran a pedirles

- Las familias más acaudaladas preparaban pastelitos dulces (que eran un lujo en esa época) y estos con el tiempo fueron tomando el nombre de "pasteles de alma" <- Así nació la tradición de regalar "dulces"

- Este festejo iba acompañado del encendido de velas para conmemorar a los fallecidos, el tallado de faroles improvisados en verduras disecadas, y el ocasional sonar de las campañas de la iglesia <- Así nació la tradición de las velas y las calabazas talladas

- Esta tradición se mantuvo viva en Europa hasta el siglo XVI, cuando comenzó a desaparecer en algunos lugares por el avance de la Iglesia Protestante, quienes rechazaban la idea de rezar por el alma de los muertos (por no creer en el purgatorio) y quienes prohibieron tocar las campanas de la iglesia por ese motivo

- Más tarde, cerca del año 1900, comenzó a perder su significado original en casi todo el mundo, celebrándose el 31 de Octubre y orientándose cada vez más hacia la brujería, la cultura de la muerte y las prácticas vandálicas como el "dulce o truco"

- Finalmente, entre 1900 y 1980, los medios de comunicación fijaron la estética de terror y el sentido que actualmente tiene esta fecha, haciendo que pierda de manera radical el significado que esta tiene en el inconsciente colectivo

---

Este 1° de Noviembre invito a todos a rezar por el alma de las personas fallecidas y practicar la caridad con aquellos que menos tienen

Quizás algún día podamos recuperar el hermoso significado original que tenía esta fecha y que nunca debió haber perdido

[Codify @CodifyBaseball]

THERE'S ABSOLUTELY NO WAY THIS IS TRUE BUT IT IS

[Dr. Eric Berg DC @dr_ericberg]

This is a game changer! Find out how to get rid of tartar naturally with a combination of natural remedies that support tooth health. These dental plaque remedies can also prevent cavities, whiten teeth, and prevent bad breath.

If you like practical remedies you can try at home, get my free resource, “25 Top Home Remedies That Really Work”: https://t.co/CfrVmp6E4d

Dr. Eric Berg, DC, not MD; information only

[Dan O'Donnell @DanODonnellShow]

Brewers 1B Jake Bauers decided to retire two years ago. His wife was going to go back to work as a teacher and he would be a stay-at-home-dad. Three weeks later, though, she found out she was pregnant with their second child.

Bauers decided to return to baseball only because his family needed health insurance. Tonight he was named MVP of the National League Championship Series.

[Mario Nawfal @MarioNawfal]

🚨🇺🇸 0 TO 60 IN 0.81 SECONDS!!!

The new Tesla Roadster just did the IMPOSSIBLE!

Faster than any car has ever been!!!

UNBELIEVABLE🔥

Writer: Bri

[Aakash Gupta @aakashgupta]

Tesla's new Roadster hung almost upside down 65 feet off the ground, let go, and caught itself before it landed. The only thing it used to stop the fall was air.

Without the thrusters, that's a bad two seconds. From 65 feet, about six stories, a car hits the pavement doing roughly 44 mph. Nobody was inside. Elon said the car drove itself for the demo "to make sure we don't kill anyone."

Watch the readout in the bottom left as it drops. It jumps to 3.1 G at 31 feet as the thrusters fire, which is about how hard you get pressed into your seat at the bottom of a big roller coaster drop. While that's happening, attitude thrusters roll the car right side up and thrusters at the corners fire straight down to set it on its wheels.

The tanks hold about 250 kg of ordinary air, crammed into two carbon-wrapped pressure vessels totaling 600 liters, the same kind of tank SpaceX flies on its rockets. That works out to air roughly 340 times denser than what you're breathing, stored at several hundred atmospheres. Tesla says it leaves the nozzles faster than the speed of sound and the system puts out more than 80 kN, enough force to hold up over 8,000 kg.

The white cloud it lands in comes from the air too. Gas expanding that violently gets cold enough to turn the moisture in the night air into fog on the spot. Nothing on the car is burning.

And the tanks refill themselves. Elon says the Roadster can pump them back up on its own, which means the propellant for that six-story catch was the same air you're breathing right now.

[Arash @MinimalDuck]

I got tired of all the spam calls I was getting so I had @bot find my number listed on sites and file the removals. I made it a free skill so you can do the same. https://t.co/n1mjIm9fkO
@spacexai @elonmusk

[Meet Kevin ❇️ @realMeetKevin]

BREAKING: X is coming for Youtube. X is now offering $5,000 to post 15 videos on X in 30 days. Wow!

[Barbara Oneill @BarbaraOneillAU]

WHAT BIG PHARMA DOESN’T WANT YOU TO KNOW

1. Baking Soda removes 96% of pesticides from nonorganic fruits. (Surface residue)
2. Castor oil with Baking Soda made 12 age spots disappear naturally over time.
3. Black Seed Oil reduced bloating and inflammation.
4. Coconut Oil with Baking Soda noticeably whitens teeth within just 48 hours.
5. Turmeric with Black Pepper reduces chronic inflammation better than most pills.
6. Magnesium Glycinate fixes sleep, anxiety, and muscle cramps within days.
7. Zinc rebuilds your immune system faster than any supplement on the market.
8. Salt, electrolytes and water first thing in the morning before anything.