SpaceX leaks, independent directors

Welcome to shareholder Primacy from free float media podcast about activist investing Securities Law and all the ways to financial legal worlds, intersect and Collide in real life and Lipton. And I are here for you, our listeners and followers and is and Lipton is a law professor at the University of Colorado, who teaches and research the Securities and business law, she holds up the legal end of the podcast and that's Mike Levin an activist investor who lives and works in Chicago. He covers the financial side of our podcast, all right? What do you want to talk about today? Let's talk about something different, for different a little bit. Well, let's talk about SpaceX. We haven't talked. We've talked about people behind here. I was going to say we can talk about someone other than the on mosque, but unfortunately, that's going to actually now that's just so, so at SpaceX, we have a glimpse, a hint at what's going on. We will learn so much more so soon. Own, but we will talk about some of what we've already found out. The registration statement isn't public, yet the S1, but from what we've kind of gleaned, we can sort of talk about their attention to and compliance with Securities laws. Yeah, seems to be running theme with Elon Musk. Yes, correct. So we look at we can look at what we already know about legal compliance from what has been leaked. Yeah. And we'll take another look from a different direction at independent directors. How they get on the board and what they might do when they're there? Yes, we shall so. Um, okay. And once again just a reminder people can email us comments requests. Whatever shareholder Primacy, one word at freefloat, LLC. All righty cool. Let's plunge into SpaceX. We were planning on and should and will wait until the registration statement is out to really talk about it. We have learned a couple of things just kind of from reporting. Um, and reporting, of course, is code for leaks. Yes, you know, people have seen drafts or maybe even the file version, it was solid confidentiality confidentiality. There was a confidential version that was filed, that presumably as being edited with, you know, they're getting SCC comments of some kind, right? So they filed one version with the SEC. It's not, you can't find an Edgar, anybody don't look. Um, but based on that version, we've know some stuff. But go ahead. You're gonna say, yeah. So bits and pieces of it have been like, it's like, almost daily, drip, drip drip, drip, there's another story. Usually, from Reuters, from the information with more details about what's in it. Well let's let's just highlight really quick a couple of the salient. Things that we've learned, that are important, that some of the details that have been leaked like, it's going to be a controlled company, right? I think right, well, I could have told you that before, like I actually told my students, I will he didn't go public with Tesla with dual class company. And I told my students, literally, I will bet body parts that he will have dual class in SpaceX, so the unquestionably, so, there's dual class with with lots of control. Mosque. I think the number I've seen is somewhere between 40 and 50%. Yeah, I don't. Yeah, there might be other there might be other investors who also have outside control rights. We don't know. Right. We know they're going to be incorporated in Texas. Yes, apparently there's some kind of arbitration provision I assume for Security's but we don't know. They just said arbitration so until I see it. I don't know exactly what it covers right things like. All right. So and then there's some financials that have been which are more interesting to you than they would be to me. Well no they should be interested everybody. But yes the the valuation. On this based on some very I mean again no one is ever seen SpaceX financials but the valuation based on the amount of money that they raise. There's looking somewhere between, I'm going to use a broad range. One to two trillion dollars, that's what they're saying. Yes, I think they've kind of focused. Originally to talk closer to the two number but maybe 175. So let's say one and a half to two. Which is something like 100 times. Forward-looking revenues revenues, not earnings revenues and a lot of their capital. And so what's also been linked, you know, like huge amounts of being which we could have guessed huge amounts being poor into xai like yes. That's so right. So anyway so there's All sorts of fun stuff. There's the, we can't even. I mean, the whole thing about Merging with cursor. You saw that, that was a possibility, but that's not going to be. And I don't think it's, I mean, the reason structured I just avoid the registration state. So anyway. So there's some Salient details that have been Leaked or rumored probably leaked related to the offering, you know, the structure of the equity, the things that shareholders are invested in. So based on what these leeks look like, what can we glean? Now that there's not an official public version of the A statement on file. What do we? What do we think? Honestly. Observing. Raw material on that until we actually see full document. But what we can tell is that tentatively one, might reasonably conclude that SpaceX is ahead of the curve and violating the Securities Law. Okay, ready? We are already violating the Securities laws right out of the gate. Very possibly, I can't prove it but I strongly suspect. So these would be violating the SEC rules about like, yeah. Like the federal basically the Securities Act of 1933. Okay. So what's what's what are those requirements? Go ahead. Well, okay, so the Securities Act of 1933 obviously passed in the wake of the 1929 market crash and it's focused on forcing companies to disclose information when they sell Securities to the public. If you're selling to the public is supposed to a private sale, lot of disclosure requirements and the key provision of that is Section 5. That provision says you can't offer security for sale to the public. You can't even offer Unless there's a registration statement that is publicly on file with the SEC publicly filed, okay? So you can't even offer for sale until it's publicly filed. And then you can't actually sell. You can't close the deal. You can actually transact until the registration statement becomes effective, which happens sometime after it's been filed. So okay you know it files usually the SEC is comments, they make amendments, it becomes affective, and then they can sell. So what's in the registration statement? Well, as we already talked about, a lot of required, information about the company and about the nature of the Securities being sold technically. Legally, the registration statement itself is an offer for the sale of Securities, participate prospective, but it's also required to contain. Not just all the good sales hype. Yay, my company is so great, but all the wrists and all the drawbacks and all the, all the problems that might arise financial statements. There's like, yeah, right. All this disclosure. So that's investors have a complete picture of what they may get. And I have to point out the law could have been much simpler, the law could have Been just, you can't sell Securities until the registration statement is affected but it doesn't stop there. You can't even offer the Securities until the registration statement is available to the public. Why is that? Well, the theory absolutely is paternalistic. The concern is that if a company is allowed to make offers, before the registration statement is available, they'll emphasize all the good stuff and leave out all the bad stuff. Not necessarily fraudulently. There are separate programs. Still just talked up the good side and not mention all the bad side. And then eventually the registration statement is going to become public. But the fear is that by then it's too late investors will have kind of anchored around the initial hype. They'll have gotten all excited and by the time, the full risks are disclosed, they won't really adjust their thinking and I can't think of a more emblematic company where this is a potential. This is so potentially likely that SpaceX. Exactly. So it's not anything false. But the theory is that if you are, if you don't have the Full, you know, you know, warts and all registration statement available for everyone to read. Before you make offers, then you'll end up manipulating investors. They'll get too excited and they'll never adjust their thinking. Now over the years some exceptions have been made. For example, the SEC recently loosened the rules a bit. So that now instead of banding all offers before, the registration statement is public the SEC. Now, permits companies to make offers before the filing as long. As those offers are made solely to institutional investors, who have at least five million dollars in assets under some version of the accredited investor, literally I credited investors who are institutions, right? And the theory is that, and you can see a lot logic. It's that accredited institutions are a lot less likely to get over excited about early hype and when, and they won't actually do anything until they see the full document, right? So that is the legal setup. Okay, so what's going on with SpaceX then well with SpaceX? They have filed registration statement but confidentially they don't have a public filing, but as long as the filing is confidential, they can't make offers except what's happening now is they're leaking. What the registration statement says, or at least someone is every day, like new bits of the registration statement are coming out. And those leaks may very well count as offers because first of all legally, the registration statement itself is an offer, oh, sure necessarily the information in it is an offer, but it's more than that for many decades. The SEC has interpreted the concept of offer, not just to include literal offers. I will sell you extra stock at X price but the SEC interprets offers to mean any information that's intended to induce investor excitement because okay and is that language intended to induce that it's to condition. The market induced in induced investor excitement. Yes, that's the kind of like that because Think about what the SEC is concerned about. If you say only literal offers are prohibited, then that just invites companies to put out, press releases that say. We're not offering anyone anything. We're just letting you know that there will be offering. Yes, we will be offering soon but it's not an operating, I swear, which is exactly what happened. Because I swear like every possible loophole is always been tried. So that's the fear that which the SEC has said it. Since at least the 1950s offer includes any attempt to condition the market to arouse investor interest before the registration statement is publicly available now, as you obviously. Yes, that's obviously a big standard. So the SEC has a few safe harbors. If you comply with this rule, it doesn't count. But that's not this. What's going on right now is we can't see the registration statement. We don't involve the details. But drip, drip, drip every single day, it's in the news about this fabulous. Two trillion dollar offering that's going to dominate the market. A couple of days ago, I saw a headline the SpaceX IPO Could make millionaires. Here's what investors need to know. This is So, I mean for sure the details aren't all positive. There are disclosures about how xai is burning cash the limits on investor rights but I don't think that matters investors are supposed to see everything not just select details and meanwhile all this. Here's secret information we've got a little Glimpse it's just adding to the hype and keeping the offering in the news and this is the core, the core of what section 5 is supposed to prohibit. Oh got it. All right, so the SEC presumably when they said this is confidential they meant it. And we should be learning nothing. But any of this, the fact that there is an offer they're like limited things that they can disclose like we filed confidentially, right? Exactly, right. And the name of the company and but the size and the classes of shares, and the arbitration terms and all that the finances, like, all of that is just Absolutely should be awful. Should right? Okay, so and again, everything, at least that you and I know about this came out of the media, I think there was an article in Reuters right here. Yeah. Okay. So Obviously these reporters that I think of just been basically doing a good job there. I mean, they're not like they're not complicit is leaking. And I mean, the reporting is that they've actually seen pieces of the registration statement, so someone is giving that to them. Now, let's be very clear. I am in, no way, blaming the reporters, just I'm asking. Yes, journalists are not subject to section 5. They are not subject to the Securities laws because that would be a First Amendment problem. They can print what they want and of course, if they get this information, they're going to disclose it. They haven't done anything wrong. I need to be very clear. The issue is not the reporters. The issue is where the leaks are coming from, and specifically. Yeah, if it's coming from SpaceX, either directly handing them, sections of the registration statement or authorizing someone too. And that brings me to my big caveat here because I don't want to get sued. I don't know for sure where these leaks are coming from. As I said, SpaceX is allowed to share this information with large institutional investors. So it's possible that those investors are the ones. Yeah, they were there's no motivation for them. It's possible. The investors are leaking and in the past, the sec's position And has been that if Communications are distributed legally, buy the company. And then someone else decides to just go off on their own and distribute them elsewhere. That's not the company's problem, but as you say like, I am skeptical, I mean, I have no Insight information. I'm reading the same public documents as everyone else, which I am saying for legal reasons to disclaim any accusations. But I really doubt that this is coming from Rogue investors. Handing this information over to reporters because if they were, you think the company would be taking action to stop it? They would make them so sure if they really, but there's no hint. One document dump, this is every day it's like oh, we saw a new piece of course. So I suspect that either spacex's leaking or its kind of wink, wink nudge bankers, lawyers, or but in some way with SpaceX tacitly or blessing, blessing it. Yeah. And that's, and that is what section 5 prohibits? Um, so, in fact, the fact that we're getting select portions over time almost suggests to me that like, after they kind of make everything, this is like orchestrated. Yeah. Orchestrated or more like, you know, the point of a confidential filing us so that they can have some discussions with the SEC and it might be that once they get a kind of okay from the SEC. That's when another piece is leaked or something like that. I don't know. Oh, so as they're discussion, oh it seems to you. There's a potential explanation for this fact pattern that is every time something leaks. It's possible that SpaceX instance, advisors have already discussed that the substance of that section with the SEC last week, I say, three days later, okay. We're going to send these 10 pages out just that would be my best guess, but I don't know. But so, but the problem is that, if this is either explicitly or implicitly being done with SpaceX approval, that this is Been five exists to prohibit the police. Okay? So if the SEC were the police at what would that look like? Well, I mean, I don't, I, I have, I have best modest expectations at the SEC would carry. Excuse me, I think the SEC staff cares, deeply. About this problem. But I would speculate that the SEC leadership Is. Kind of leaving this one alone. Yeah. If they were not to leave it alone what would that look like? Yeah. Okay. So like unless you just said and that this is not really something that private investors can sue over. Like there's it's not that there's literally no path for a private investor to sue, but this is not the kind of this. They don't really have standing over this. This is, this is right. Theoretically, but it's, it's complicated. It's very limited. So it would have to be the SEC and what the SEC has done. Well, first of all, I'd expect them to, at the very least, start asking questions. Who is leaking this? Why aren't you protecting This Confidential filing more? Whatever it is, but then what they have done in the past. The theater. Theory is you're going to get investors too excited and then they won't read The Real. The full registration statement with the SEC has done in the past is delay. The IPO wait for the market to cool down. That's what it would look like. Oh, so instead of June, we're talking October exactly. That is what the SEC would do? That's the last thing. That's the last thing I want it. But I, I share your intuition that it may very well be that the SEC staff is concerned, but the SEC leadership so far does not appear to be demonstrating any concern. And I just want to be clear on this that I think you could reasonably argue that maybe Section 5 is anachronistic, it's overly paternalistic, maybe we don't need all of its protections. Maybe now the market is filled with professional investors who are not going to get overly excited by just a few leaks. But first of all it's already been reported that SpaceX May Reserve up to a third of its shares for retail investors. I don't know if anything's been settled there but like This is a retail offering, so it's one where you expect that they'll be a significant retail investor base. That should theoretically enjoy protection from this and they're not and they're not getting it. And the other problem I have is it Even if you think this law is outdated or unnecessary, it is still the law, right? If you don't like, if you don't like the law the way to or in this case, a regulation, if you're not statute, if you don't like the statue, you got to go to Congress and change, go to Congress, and you change it. And and, and, and so, like, I don't ignore what at the very least are serious red flags of lawbreaking maybe isn't law breaking if they investigated but it doesn't even look like they're doing that and I don't know how to Teach students like this. That's the same. I do they see the headlines. What am I supposed to tell them about what the law requires when I teach Section 5? Is this a real thing? Is it existing was that was that this semester? Or it was not this semester happily but, but not on the phone. So it'll be a year from now. But I don't know how to teach students in a situation like, well, technically, this is illegal but I don't think anyone cares about it. Right. Right. Here's a long gonna instruct you on that. You don't have to worry about. Yes. Because practically speaking no one else does oh man. All right. So this was this was I suppose a glimpse as we said this is our our you know agricultural look at SpaceX which will no doubt occupy a lot of thinking it's going to break a lot of new ground. I think not just in terms of its magnitudes. But also in terms of some of the law and some of how it's going to be structured, a third for the public, a Texas domiciled IPO, there's all sorts of fun stuff to talk about, isn't there? Yeah, I'm looking forward to be exciting. Hey, quite frankly hate, right. I'm looking for, but I'm looking forward to not buying any. How does that? I don't usually get allocations of this stuff and if I did, in this case is not for me. There's there's way too. Many red governance Flags. Yeah in this, for, for my taste. But anyway. All right. We will return to SpaceX, not sadly, a little later here but probably as soon as well as one they should be like next couple weeks, right? I would guess for June IPO. I'd expect the S1 to be out. Well legally, it has to be out it 30 days legally. It would be closer to 15 but I don't believe but I would expect it to be out 30. Yeah. So So, we may, we may, we may be talking about this at S1 time. And then the next couple weeks, we'll, sort of see what that looks like. Cool. All right, let's, um, let's put a put a pin in that and then we'll come back to another subject about independent directors here at shelter Primacy. Shareholder Primacy is brought to you by free flow analytics.com. The only free database of corporate directors, their influence and their performance Fiona Stocker, retirement, plan go to freeflow analytics.com. And look up, which of your elected directors are performing well and which aren't use your vote in the alternative democracy and get your data at free flow. Analytics.com. Now, back to the show, welcome back to Cheryl the Primacy. I'm Ann Lipton here with Michael Levin and we're going to look again at a different angle. Something we've talked about before which is independent, directors on company boards. We know it depends is important. It's a legal requirement for most public companies boards have to identify the independent directors under exchange rules. Delaware cleansing depends on director Independence, they're not all the same idea of Independence but it's important concept. So Mike you are thinking about this and how they're searching. So, as, as we've talked about before, this is another one of my pet peeves. Yes. And there's like different levels to this. You hinted at a moment ago. The legal definitions of Independence. And those are enshrined in SEC law and really not much in statute but certainly in regulation. And the exchanges have rules about who's independent and what it means and so on and so forth. And that's great. And we'll refer to that a little bit as we kind of plunge into this. I'm more concerned at least today, and broadly, With kind of Independence. In action, how independent minded. mmm, somebody is And how is whether they think independently rather than whether they're their resume represents Independents, go ahead. No, I'm just gonna say that Delaware recognize that concept, and they have a word for it was trolled mindset. Yeah, okay, sure, so, right, and so, because when you think about it, The vast majority of public US public company directors are so called Independence. Hmm, okay. Very, you know, in a board of ten, one is the CEO who is strictly not. And when we talk about independent, we're talking about independent from the company, right? I mean, sort of writ, large? We're not talking about independent, from other an individual shareholder. The law is I think silent. Yeah, yeah. That's I agree with the Delaware cares about independence from other people but the legal standards at the exchanges are Independence in the company, right? Exactly. And Delaware, when they look at it if they're you know on a certain kind of cases or transactions and so forth, but I'm thinking, you know, what, creates allegiance to and affinity for the CEO among that 80 or 90% or more of directors that are so called independent. Okay. And this is something I have hammer. for in writing on our podcast before I looked at the nacd at one point who really bugs me and purport to educate and Guide to, you know, how independent directors should behave and really, we looked at a lot of the evidence and all they really do is try to find ways for these so-called independent directors to make life hard for sure. Not represent them well, So you know we've looked at, you know why portfolio managers surface independent directors on boards and again we've talked about some of the legal principles. I recently was wondering how do the boards themselves Think about Independents and so I did a little looking at some other bits of evidence. And so again, when we look at these you know this vast majority of independent directors, That are on boards they get there because a board invited them, a boy, recruited them, then nominating committee did a whole process. Um you know, talk to some friends, hired, a recruiter, whatever they did. We'll talk about that in a minute and I was wondering, okay, when a board when a nominating committee is starting to look for a new independent director, And that phrase comes up a lot. What is, what's what are they looking for? So, I went and looked at a few kind of sources, okay? I asked a friend of mine, Who does board searches? Send me some specs and again anytime anytime a Search firm. Does a board search. They created a spec, they created a job description, they sent it to the candidate. They make sure that the nominated committee likes the description of the person they're trying to recruit. Can I ask a question? Sure, like, right from the beginning is, how often because I have no idea like how often is there really in an executive search for a while? I know a guy knows a guy. Or do you hire the search for him to cleanse the, I know a guy who knows a guy? I mean like but yes, tomorrow I mean okay there's At larger companies. It's pretty frequent that they're going to hire a search firm it for in part for that reason to just, you know, do a thorough job and you know, maybe just to make sure that the person who they kind of had in mind, was appropriate anyway. Yeah. And you know, do some of the background or the same thing like somebody makes an offer for a company. You still survey the market to make sure it's the best. Exactly. And then for smaller companies, sometimes you'll, you know, friend of a friend or the sea know somebody, but increasingly, there is a nice little niche business for directors searches among executive recruiting firms and, you know, frequently it's the same firm that got you the CEO, right? Okay. Which itself is a problem, but for another day, so I looked at a couple specs from this search firm that I know that's specializes in director searches conveniently some companies. List the position description that they like to use. I found one for Colgate Palmolive, Seattle, public company. And they actually put out this is the kind of on their website and this is the last, the kind of person, this is what we look for in an independent director, okay? So they're not searching now, they just say this is just, this is our general principles. This is what we want. Our independent directors to look, I see. Okay and then I found, you know, I looked at all the search forums you know, Russell Reynolds and Korn Ferry and so forth and Spencer Stuart has something on their website like it's called becoming an independent director. So so anybody and again there's a whole group of retired Executives and academics. People who wanted to do this. So they're all over the place, going to search from saying, here's my resume, how do I, how do I get in on this game? And Spencer, Stuart conveniently put some guidance on their website to help. These individuals who want to become an independent directors. So if you read all of these sources kind of critically It starts to kind of reveal. What companies kind of are looking for? You know, presumably, well, we know exactly what, in one case, Colgate Palmolive is looking for, they told us, okay? Okay, you know, presumably what the search firms, this search for I know, and then Spencer, Stuart is an accurate reflection of of company preferences. Okay, you know, they're not going to put that out there, you know, just because, you know, to have companies disagree with them. It's it's it's what companies want. So if you look do a critical read of these sources, you just notice some interesting stuff for openers. There's barely any mention of the word. Okay, you know Colgate Palmolive spec has those words only four times but that's an a document with that title, the document independent board candidate qualifications. Okay, you know, Spencer Stuart Talks about independent four times in like 20 pages. Okay, the recruiter spec mentioned it once. So this was kind of you know I kind of had this this idea that when they say they're looking for independent directors, they don't really mean. All right, then, but then if you look at some of the actual specs, you know, these are like, you know, here's the kind of person we're looking for. Here's the kind of experience, we're looking for there, you know there, and there's nothing. Obvious. About. how to think independently, you know, there's some sort of vague references to actual behaviors about like, you know, having courage To ask difficult questions but you know there's you know Spencer Stuart talks in about the actual legal fiduciary duties of Karen loyalty and good faith, which is not a duty unfamiliar with but it's technically, it's an aspect of the duty of loyalty. Great. Thank you in Delaware. So there's a little bit of reference to some legal duties, but, you know, presumably the specs could be used to try to discern actual behaviors. It was a behavioral interview kind of thing where you know what? Give me example. Yeah, where you have acted independently disagreeing disagree with the CEO or you know, board where you voted against or something. Okay, exactly, so so there's nothing in the substance of any of these that Really gets at independent Behavior. And and again you could go and like I wrote about it and it's in a post somewhere that you could sort of say. There's there's really no. Intent based on these three I think credible you know they're limited there's probably it's a small sample, you know credible expressions of what nominating committees want. There's very little here that shows we are looking for in independent thinking that we're looking for people who are willing to challenge other directors and the executive. So what kinds of things are they asking about, oh like you know, industry experience, you know, tell us all about you know how you know our business, a lot of executive experience you know they want people who have kind of been there and especially on that ladder point. I just challenge the common was exactly. But you know, if you're looking if someone, if you were quoting someone who's like a retired CEO who's moving on to their next career, they immediately have this kind of kinship this offended for and so I you know this CEO is going through a lot. I kind of you know I'm going to give him another you know. That's, that's baloney. We don't want that. Another thing is, is there's a lot of subject matter. Not industry. But like, you know, working for someone who's got regulatory experience. We've got looking for someone who's, you know, knows these days. It's Ai. And, or used for a while. It was cybers cybersecurity. So they're looking for individual people who kind of have subject matter experience, which, you know, that's not bad. Yeah. But, you know, I, I've long maintained that the you know, the the best credential for an independent director after financial literacy. Because you'd be surprised how few people here actually know how to read a balance sheet well and you should say that because it's a legal requirement that they had to make it illegal requirement for the audit committee because it's this kind of independent mindedness. And again it's pretty clear that the Nominating committees. When they say we're looking for independent directors aren't there may not know they're looking for internet sincere there, they're looking for Independence, go ahead. No, I'm I'm repeating the very legal sense of they don't have ties to the company but they are not looking for somebody who is going to chat. Like they are not pitching their ways into tell me about the time you had your own and buck the crowd, had your own ideas. And what's kind of interesting is that the guys that free flow, you know, Matt and Damien have started to try to measure Independence, I say they now have a metric from their vast database of directors. That's, it's called, I think they call it deferens. Which is, of course, the opposite of Independence, right? But it's sort of this initial effort to measure to try to measure that. That's how, how frequently, or how much. And so called, independent directors interests And decision making is aligned with or follows kind of what the CEO kind of wants. Yeah, um, I mean, anyways, the kind of CV that they're looking for, or they're looking for people who are socialized, well, into not into agreeing, we're going along, you know? We were looking for people. Yeah, this is a common theme in the position style. The specs I looked at was, we're looking for collegiality for we're not looking for somebody. Exactly. So if investors are relying on nominating committees to find independent directors to advocate for their interests, And to challenge management, I think, at least, based on what we've seen, they're going to be a little disappointed. In at least what I'm in any communities have come up with based in the sources, we talked about. So, I thought that was kind of interesting to kind of take that perspective about, you know, trying to really sort of tease out what, what, at least boards, how they think about independence. So, yeah, I don't be interesting to see the free flow data and that's available. Yeah, yeah, we'll probably talk about that. Maybe we'll get Matt and Damien here to talk about, you know, this new metric and so forth, sometimes soon. All right. So that was, that was my current action right? Just for today. But yeah, it's just collegiality. Collegiality is overrated, how's that? All right, let's let's move along here. How about it? Okay, shareholder Primacy. This is hosted by hand lifted and me Mike Levin and Yoda shoulder Primacy. I am an independent activist investor and advisor to investors about their activist situation and is Professor of law and the Lawrence W. Demuth chair of business lot at the University of Colorado law school. You can find me Mike at the activist investor one word.com and Anne at colorado.edu three words separated by periods dot edu, our podcast is produced and distributed by free football media. Thanks for listening. We'll talk again soon.