Learning Experiences Advisor Firm Owners Wished They Knew Before Merging Or Selling

An advisor sold her small firm to a very large national firm, and expected her life to get easier now that there was a consolidated back office and investment committee to offload work on. Right?

"I never realized how much work it would be to get through the transition to their systems and processes, or that I would be the one who has to do the work," she says.

"In the first 2 weeks, I had 8 or 9 different departments constantly emailing me, telling me all the things they needed in their department. I felt overwhelmed and paralyzed."

An advisor sold his firm to a PE-backed entity and had to transition client data over to an unfamiliar tech stack, which turned out to be much more labor-intensive than he expected. And then, early in the process, he was told that in the transfer from Orion to Tamarac, he would not be allowed to transfer his clients' historical performance data – for, allegedly, compliance reasons.

"Our performance reports had to start from the day after the merger," he says. If a client asks, he has to pull the information out by hand.

An advisor sold to United Income, in part to facilitate a succession plan, in part to help the acquiring firm learn about life-centered planning. Things were going well until United Income sold itself to Capital One, and suddenly the advisor – and all the other advisors at United Income – were superfluous to the new business model.

"I never imagined I would find myself working for a big bank at the end of my career," he says.

An advisor with a firm that was sold to a large brokerage firm says that her firm's new owners saw her contacts in the press as a dangerous compliance liability. They wanted her to stop marketing herself. Above all, they told her, do not post anything or do any interviews with the press.

Her life as an entrepreneur transformed into a situation that felt like a prison.

"They don’t even want you to be a human being," she says. "They want you to become an interchangeable widget within the corporate structure."

Inorganic growth – AKA larger firms buying smaller ones, or similar-sized firms merging into one entity – is everywhere. We have entered an Age of Consolidation in the financial planning space. Advisors nearing the end of their careers are selling to larger entities as a solution to their succession dilemma, while younger advisors who have reached a growth/complexity ceiling are accepting merger offers as a way to ease the pain and allow them to focus on client service. PE firms are funding acquisitions.

I said we are 'entering' this Consolidation Age because it seems clear that the activity is still in the early stages. The advisors, older or younger, who have negotiated their way into an acquisition are, in some ways, the guinea pigs (lab rats?) who have experienced what many others will go through as the acquisition trend moves toward full maturity.

Unfortunately, those experiences aren’t being written about, so it's hard for other would-be sellers to know what those who have gone before have learned with the benefit of hindsight. To help illuminate some of the issues that acquired advisors have faced, I asked the Inside Information audience members who have given up their independence for a solution to succession or complexity ceiling challenges to tell me what they wish they had known before they signed on the dotted line.

Of course, they all requested anonymity, because nobody wants to suffer the consequences of giving a frank assessment of the various downsides of their new owners. But what struck me about this exercise is that nobody who agreed to talk with me off the record lamented getting too small of a purchase price, or felt that they had been short-changed by the deal terms. Every unexpected, often painful thing they experienced had to do with things they didn’t realize or expect about how their acquiring firm was managed, the bureaucracy they encountered, the new unexpected duties, and the new restrictions they didn’t expect to have to live under.

Here are some of the stories they shared.

A Simpler Life

Let’s start with the CEO of a multi-billion-dollar (AUM) firm that was ultimately purchased by a multi-multi-billion-dollar (AUM) firm, which absorbed his 60 employees into a branch office. The purchased firm had actually been looking at making its own acquisitions, but, well, not everybody on the management team was ready to take on that kind of challenge.

"We had 6 team leaders in the office over the age of 60," says the CEO advisor. "All of them had the right person chosen for succession, but the money was very different if we went through an internal succession versus if we sold, and I can speak for all of them when I say that we wanted to make our lives easier. We looked at taking private equity money," he adds. "But a big part of selling to [the larger firm] was that I wanted my life to get simpler. I like servicing clients; I like doing the planning. But I wanted them to take over the back office things, which were all the stuff that I hated."

The CEO advisor went through a more thorough due diligence examination of the acquirer than perhaps most selling firms would do, and everything checked out. "They agreed that they would let us keep doing the front-of-the-office things the way we had been doing them, in terms of servicing the clients," says the CEO advisor. "Our value system was very important to us, and when we talked with their CEO, we found out that they had 5 core values, while we had 4. One of ours wasn't on their list, and they had 2 that weren't on ours that I felt fine with and good about. I talked with their higher-ups and a lot of different successful advisors that were in their system. They seemed," he says, "like a very good match for us."

So what, in retrospect, does he wish he had looked at more carefully?

"When you talk with the senior management, they have an overall culture that might be attractive," says the CEO advisor. "But when you really get to know what's going on, the really big firms have a lot of micro-climates of culture, and you discover that the culture in this or that operational area is very different from the culture that you were interfacing with at the top."

There were micro-examples of this; for example, the office that the larger firm had allowed the smaller to maintain had what the CEO advisor believed to be a less-than-client-oriented service and advice model. "Their culture is terrible," he says. "Anytime I talk with anybody from that office, I am like: oh, my god. Thank God I don't work there."

But a more directly relevant example was the way the larger firm's back office operated. This, remember, is what attracted the CEO advisor to sell the firm in the first place.

"I wish I had spent more time talking with their operational people," he says. "What you learn is that at a big firm, nobody ever gets fired for incompetence because the company is growing so fast that they're desperate for people all the time. That means the values discussion recedes into the background, and they bring in a different kind of person than what we would have selected to work at our smaller firm."

As an example, one of the larger firm's traders, working out of the home office, made a rather significant mistake on some client trades. "In one case, in a single day, they placed 250 market orders for ETF trades," says the CEO advisor. "Anybody who trades ETFs on a regular basis knows that outside of the most liquid ETFs, you never place market orders. You just don’t do it. Because they can create or destroy shares. So you put a limit order out there, and someone will create the shares to fill it."

If that person had worked at the firm he just sold, the CEO advisor would have held that trader accountable. "I would have said, you don’t understand your job well enough to do it properly," he says. "I would have said: you're just not competent at this at a level that you need to be to trade for our clients."

I would like to print what the CEO advisor actually said to the trader, but this is a family publication. And I also can’t print what the larger firm's management said in response.

"Basically, they told me that you cannot say that somebody at the firm is incompetent," he says. "It was, to them, unthinkable. We say there was 'inadequate trading done,' and that we need to 're-evaluate our processes in that department.'"

And suddenly, the CEO advisor realized that there were significant limitations on his authority. "The lack of power to do something when something is really broken can be really tough," he says. "When you’re a small business, the way you enforce culture is by hiring and firing and being really candid about what you expect. But when you're a firm that's growing 40 percent a year, you just cannot fire people."

This was not the only example of back-office problems that the CEO advisor encountered, and the experience made him realize something that he wishes he had known before the sale.

"I would tell people at smaller firms, they may not realize how much better they are at doing things than the larger firms," he says. "Small businesses struggle with a lot of operational things, and it's natural to think, Wow, if this other firm is so big, they must have developed really good systems for all those things that I don’t have solutions for. And then," adds the CEO advisor, "you find out that they do have a system, but their system is terrible, and is actually slower and less efficient and more prone to mistakes than the way you were doing it yourself."

Was that the only issue the CEO advisor wishes he had explored before the sale? "I would tell people to dig into how the would-be acquiring firm does compliance," he says. "The best example I can give you is: in order to trade an individual equity or ETF for my own account, I am supposed to get pre-approval from the compliance department. Understand that I am not allowed to do anything bad on my individual trading in 3 other ways already," he adds, "I give them, quarterly, all the trades that I do, and I’m ethically bound by being a CPA, a CFA, and an RIA."

He inquired whether there was a dollar limit over which he would have to report and was told: anything over $25,000. "Realize that they are telling that to advisors who they just wrote multi-million-dollar checks to," says the CEO advisor. "A $25,000 trade is not even an allocation." He estimates that, in any given quarter, due to rebalancing and tax-loss harvesting, his personal and family accounts will do 20 ETF trades. "So," he says, "I have to get 20 separate pre-approvals."

The firm also put limitations on the office website (most business is directed to the national website, in a different state) and shortened the CEO advisor’s bio. "At a bigger firm, they make tight rules and enforce them on everybody, regardless of circumstances," he says.

And then there were the restrictions coming from the corporate HR department. "I needed an assistant for my office manager," says the CEO advisor. "My office manager is moving to part-time, and she is busy with everything she does now, so I need to hire her an assistant."

What’s wrong with that? "I ran into a random person who used to work for another advisor I know, and she quit working because he retired. She’s perfect. She knows our industry and she only wants to work 30 hours a week," says the CEO advisor. "My gosh, I got so lucky!"

Except… "Before I can make that hiring decision, the firm has to post that job opening generally, and I have to make sure the position is all written out, and there is some back-and-forth about what the title is going to be before that is approved, and the result is that I get 20 other resumes that I didn’t want to see," says the CEO advisor. "I'm held to national standards that are designed to work well in, say, California, but I happen to live in a very employer-friendly state."

Anything else? Beware, the CEO advisor says, the transfer from one tech stack to another. "Every file that we had saved inside our CRM lost its titling," he says. "We had been using our CRM for decades, and every Excel file that we ever made and attached to a client record, and every letter that we wrote to a client and attached in the CRM, all of that was dumped into a giant pool of untitled documents."

There were even some annoyances on literally the first day after the acquisition, which shortened the honeymoon period considerably. The CEO advisor was told that the larger firm had one master contract with one printer company, which means that the office had to give up its own printers at a time when it was about to start feverishly working on the paperwork for the transition.

So? "We were without printers for several days until the new ones arrived," he says. "And then, as soon as their printers came online, they ran out of ink. It took us 4 days to get ink for the printer. Even if you look at their technology, and it looks good," says the CEO advisor, "that doesn’t mean that the transition is going to be easy."

The CEO advisor also says that the healthcare and other benefits were not as generous to his staff as what they had before, even though they looked roughly the same on paper. But by now, the reader probably has heard enough. "The bottom line," says the CEO advisor, "is that I didn’t realize how good we were until after we were acquired."

A Cog In The Machine

The reader is advised to take a deep breath before continuing, because the previous story is far from a worst-case scenario. Consider the case of an advisor who had an active media presence at her own firm, and then continued working actively with the media after she had joined a popular consolidation firm, right up to the day that it was sold to a Wall Street brokerage operation.

Her firm's initial sale was, she says, a generally positive experience. "I sold 50% of my cash flow," she says, "and eventually I got everything I wanted from them. I headed up their women's leadership program, I taught the entire firm about working with the media and about doing social media, and I got to do all the speaking and writing I wanted to do. I got to be on TV, and they pretty much never said no to me."

Her media opportunities even exceeded the paid-for media appearances of the firm's CEO. "He was, like, Why is she on TV more than me?" she says. "It was because I had the connections, and my message was always on point. But we had a good relationship," she adds.

At the beginning of 2019, the media personality was surprised to discover that the firm that had bought her firm had been sold, and she was working for a new owner. "They were actually just shopping to get a recapitalization to try to get the initial PE investors out, because they had been in for 12 years, and they were supposed to be in and out in 3–5 years," she says. "And the next thing we knew, we were sold to [Wall Street]. By the time we were consulted, it was already a done deal. We had no idea that they were going to murder our company culture."

In the earlier story, the CEO advisor warned would-be sellers to watch out for the acquiring company’s compliance culture. The media personality says that the Wall Street firm basically shut down her ability to market herself as an advisor – completely.

"You know how Investopedia does the top 100 advisors," she says, "and that year I was in the top 10, and I think I was the #1 woman on the list. We were at [the brokerage firm] by July 15, and when that list came out in August, I was not allowed to share the list, talk about the list, tell anybody I was on the list, share it with my clients, nothing."

Could it possibly get worse? "When they found out I was on the list, they sent me through a whole entire anti-bribery training," says the media personality, "because they were, like, you bribed your way onto that list." [Editorial comment: she didn't.]

Could it possibly get worse? "They rewrote my bio," says the media personality. "I had a lot of accomplishments over my 25-year career. They whittled it down to '[the media personality] is a CFP and likes to volunteer.' I said, Excuse me? First of all, I don’t even like to volunteer. Second of all, who wrote this? They said, That's what you get. You're no different from anybody else. Everybody’s the same here."

Could it possibly get worse? Early on after the acquisition, the media personality posted a generic message on social media, intended for her clients and friends in the business, that her firm had been acquired. "And as soon as it went out, I got 17 messages from inside the firm," she says, "and they were all, like: take it down. Take it down. You're not allowed to post that."

Could it possibly get worse? "They came to me and said, You will never write again," the media personality says. "You will never speak again. You will never go on TV again. You will never post on social media. From now on, your role is to babysit your clients."

Later, she asked people on the management team: What does it take to be successful here? "I asked because obviously I was already failing miserably," says the media personality. "And they told me: Don’t ever be a hero to your clients.

"I said, Are you kidding me?

"They said, No. That’s how you are successful here.

"I said, What is the alternative to being a hero? Is [the company] the hero?

"Yes. It’s got to be all about [the company] brand. You are inconsequential."

"Which," says the media personality, "is the opposite of our profession. For most of us, it is all about the personal relationship between the advisor and the client, but that is not how [this company] works."

Basically, the media personality had found herself, through no fault or initiative of her own, in a situation where the firm is the media personality, and the reps are, as the media personality describes it, cogs in the machine. "I couldn’t market myself, I couldn’t talk about what they do, I couldn’t talk about women, or what I believe in. And I couldn’t get clients."

Getting clients was the firm’s job. As the media personality describes her experience, the reps were fed leads – so long as they, the reps, fell in line with the culture. "They want you to be an interchangeable widget," she says. "If you do that, they will feed you leads like a baby bird – if you follow all the rules. And there were a lot of rules."

The lesson here (and this appears to be a very extreme example) is that advisors who sell to a larger firm have to give up their market identity for the larger firm’s identity, and for advisors who are accustomed to working with the media, that can be a very dramatic shift.

The second lesson is that you might find yourself in a dramatically different cultural milieu – which, in this case, the media personality would have known had the decision to sell been hers.

And the third is that larger firms tend to have much stricter compliance concerns than smaller, independent ones. Any advisor who is accustomed to marketing by connecting with media outlets, or on social media, needs to ask a lot of questions about what is permitted by the would-be acquirer. Instead of defending your right to tell the world about your services, and the things you’ve done, the firm might try to make those things go away because they could attract unwanted regulatory attention.

There's sort of a happy ending here. The media personality was bound by a 2-year noncompete agreement that was actually the contract she had signed with the original acquiring firm, which the acquiring company had the right to enforce. She was told she had to re-sign the agreement in order to receive her share of the purchase price. After a long and messy process, the media personality was able to negotiate a 6-month noncompete as a way for the firm to get the very squeaky wheel out the door. She was able to take 90% of her clients to a small independent firm, and she is re-establishing her press contacts as you read this.

Selling To A Seller

What else can happen if the company that you sell to is acquired by another company? An advisor who sold his firm to United Income Capital Management suddenly woke up one morning and discovered that he was working for a large bank.

The advisor in this story was attracted to United Income because of its technology expertise – he, himself, had created a tech product, and part of the proposed arrangement was that the larger firm would share its tech resources with his tech operation. Another part of the arrangement was more personal; the tech advisor was also providing life-centered financial planning (a deep version of life planning), and the larger firm wanted to get more training on how it might incorporate these concepts into its planning technology.

"I had these delusions that they would help me to take life-centered financial planning, with their technology, to the masses," the tech advisor says. "Meanwhile, the firm was receiving some offers to buy their technology and the advisors would come with it. And the original investors in United Income told Matt Fellowes, who was CEO, that he should take that bid. They were discovering how hard it was to really scale up and grind it out to hit the golden ring, and how here it was right in front of them, in one offer."

This story, and the previous one, illustrates the dangers of selling to a PE-funded firm. The outside investors can, at any time, override the vision and preferences of the founder, force a sale, and collect their profits.

"I never imagined I would find myself working for a big bank at the end of my career," says the tech advisor. "Suddenly, I was a 1099 employee with Capital One. I was an employee," he says, “because they didn’t have independent contractors, and that messed up my planning as a retiree."

After 2 somewhat frustrating years, the tech advisor left the firm, thinking he was going to retire. "They encouraged me not to talk with my clients anymore, and to let my successor run the practice," he says. "But he never picked up the life-centered financial planning process, in spite of my efforts at training him. The firm was all about the technology, and letting the machine give out the answers. They kept stacking on more and more clients to the advisors, to the point where why successor went from 100 when I left to 200, then 400, and they had a vision of 500–600 clients per advisor."

The tech advisor was not retired for long. A few months after leaving Capital One, he got a call from a firm in his area, asking him to join in a part-time role. "I wasn't soliciting from Capital One," he says. "But after a while, some clients were calling me up saying, I don't like these guys. It's all technology. What do you think I should do? We got a few clients that way,' he adds. "But I wasn't going to solicit my old clients, even though I was legally able to."

That's not actually the end of the story. Capital One then turned around and sold (flipped?) the United Income advisor team to Sageview Advisory – a larger entity backed by PE investments.

"My gut told me that my clients weren't going to be happy with all the transitions and change, and it turns out I was right," says the tech advisor. He's been fielding calls from former clients who want to become current clients.

The lesson that the tech advisor learned the hard way is that once you sell your firm, you lose control over how your clients are going to be treated – even if you’re there to serve them, but especially if you’re going to retire, most especially if the acquiring firm decides to flip itself to another entity.

"Culture is everything," he says. "If it's private equity, a rollup type of structure, the odds of a boutique, life-centered financial planning culture surviving in the way that it was built are low. If I had to do it all over again," he adds, "I would have sold to another life-centered planning firm."

Unexpected Consequences

These were the most compelling stories you’re going to read about in this article, but there were a lot of replies and several interviews that add to the words of caution. One advisor says that you have to have the stamina to go through an acquisition process (on the selling end) because the due diligence process can take up to a year. They want to know everything about your firm, and you want to know that your clients and staff will be taken care of by a firm that keeps its promises.

The same advisor recommends you retain your own counsel when signing the legal documentation and contracts, and that person should have experience with other acquisitions.

Of course, you have to be prepared to give up a lot of autonomy, but you also want to make sure that, for instance, if you want to take Fridays off, it's specified in the contract. One advisor specified that her marketing consultant would be paid by the firm for a year following the date that her firm was acquired. Another now regrets that he didn't include payment for the Money Quotient tools. "I said, we really want this; it's only a couple hundred bucks a month," he says. "They weren’t willing to pick it up. That, to me, was a penny-ante decision, but we decided to pay for it ourselves."

Apparently, it's common for the acquiring firm to have a different investment philosophy or compensation structure than the firm it’s purchasing, and the changeover can be jarring to clients. One advisor ruled out any would-be acquirer that was not a passive ETF shop, but still found that the portfolios were allocated differently after the deal went through.

And make sure you take an extra-hard look at how the technology transfer is going to happen. The most extreme example came from one advisor whose acquiring firm vetoed the Orion software he was using. "And they didn’t want us to transfer any of our data," he says. "Their compliance team would not allow us to use any data prior to the merger date."

So all performance reports now list returns starting on the date of the acquisition in 2021.

Another advisor found that the acquiring firm expected her to check every field that mapped over from her CRM to the acquiring firm's – in addition to her advisory duties. (This added, and rather menial, duty was not specified in the selling agreement.) And she found herself attending endless meetings, many of which didn’t seem to require her presence.

Another advisor says that she expected help with the transfer process and moving clients over to the new billing system while she eased clients into the new relationship with a much larger national firm. "I have 8 or 9 different departments emailing me what they need in their department, and so I’m paralyzed," she says. "And meanwhile, I’m dealing with client questions. I thought this would make my life easier," she adds, "but I've never been as overwhelmed as I have been in this first month. I never realized how much work it would take to get through the transition to their systems and processes, or that I would be the one who has to do the work."

The added bureaucracy at a large firm can seem a bit over-the-top to somebody who is accustomed to being nimble and making decisions on the fly. "They made me go through sensitivity training about sexual orientation and the rest of it," says one advisor. Another estimates (this is probably an overestimation) that she had to watch a billion videos by a certain date and answer quizzes about do’s and don’ts with social media and pfishing and marketing issues in general.

And it bears repeating that larger firms apply far more stringent compliance restrictions than smaller ones – and that’s a topic that is seldom discussed in the acquisition due diligence. "One of my friends asked me to be a speaker at an international women’s conference," says an advisor, "and I accepted. Then I talked to compliance, and they said that they would give me permission, but they wanted me to submit my whole speech. They came back later," she adds, "and said that I would have to use one of the pre-approved compliant presentations that [the company] had on file."

Sometimes you can spot some problematic cultural issues early in the negotiations. "You’ll hear the acquiring firm saying that they're going to tell the employees and clients: Don't worry; nothing is going to change," says one advisor. "But of course that's a lie. There are going to be a number of changes."

But suppose there aren't? In other words, suppose there’s an acquisition, but the acquiring firm just wants your revenues; otherwise you conduct everything the way you did before.

"I would be very wary of that kind of situation," says the advisor. "When you have 20 or 40 different offices, and they all run their own little entities, with just the central name, what happens when clients discover that a 60/40 portfolio looks different at one office than another? What if different clients who live in different regions are getting different advice, or that they're under a different fee structure? Will the SEC notice things like that?"

Another advisor says, "Some of the merger partners we looked at were firms that said they would let us do whatever we wanted. But," he adds, "If there is no standardization, what is the advantage to merging? If it's not standardized across the firm, then the whole arrangement isn’t going to work."

Cultural Shift

And finally, well, you can do everything right and still end up in a difficult situation. An advisor in the Midwest spent 4 years turning his firm into exactly the kind of RIA that the big acquirers were looking for. Finally, when he felt like he was ready, he went to FP Transitions to list his firm on the market. " went through their initial discovery process," he says, "and my contact said: You are the most ready firm we have ever come across. You will get offers before you even go public."

That turned out to be true; an email sent out to some of FP Transitions’ preferred buyers led to 2 full-price offers. When the firm was formally posted in the system, there were 77 interested parties.

"I interviewed 7 and narrowed it down to 2," the advisor says. "I found a firm that was familiar with my client base: corporate executives who had stock options, restricted stock, and non-qualified benefits. They agreed with me that tax preparation and tax compliance were important; they had a tax department with 30 people preparing tax returns, and they did over 1,000 tax returns a year."

He looked at the technology and was surprised that the firm’s tech infrastructure was ahead of the other firms he had looked at and that they used MoneyGuidePro and eMoney like he did as the planning tools.

They had proprietary software that he found intriguing. "It was around helping clients understand the value of Roth conversions and something my clients were concerned about: how clients can diversify from single company stock – their company stock, basically," he says. "At the time, it was unique."

And then, just 2 ½ months after the sale was consummated, the founder of the acquiring company died. "They turned the firm over to a professional CEO, who wasn’t really familiar with the business," the advisor says. Then the founder’s stock, which was in a trust for his family, was sold to a large PE firm, giving that outside entity (which itself had no experience in the business) controlling interest.

It is the nature of this kind of article that it will tend to attract the negative aspects of the subject at hand; indeed, seeking unhappy stories was written between the lines of my initial request to my readers.

But what was interesting was that none of the responses I received said that they had no regrets, and that selling their firm was a happy success. If I could summarize these stories with others I heard, the lessons would be to make sure you have a clear understanding, preferably in writing, about your role in the firm and the activities the firm will expect you to perform in the transition from your systems, and your clients, to the larger entity.

Also: be prepared for the firm’s culture to be very different from your own – specifically, more corporate, more restrictive from a compliance standpoint, and, if it is driven by private equity money, more focused on growth of assets and profitability than on client service. You will know you are in that culture only when, at a new firm, every internal management meeting focuses on how to grow the assets rather than how to take care of clients.

And there are more mundane but probably not uncommon stories where the acquired firm's clients are accustomed to a high-touch relationship, and are now being transferred to a more formal and corporate (efficient?) service model. The purchase price includes an earnout clause, or there are stipulations about retention in the contract, and, despite your best efforts, your clients are less than pleased with the new relationship. Despite your best efforts, transfers move more slowly than anticipated in the original negotiations, attrition rises above what everybody expected, and the purchase price is compromised. In an extreme case, the acquiring firm might try to rewrite the contract or withhold the payments it stipulates.

And finally, be prepared for the possibility that the firm that acquires your firm will be gobbled up by a bigger fish, which may have a very different way of looking at client relationships and staff management than you expected.

This can be best summarized by the advisor whose acquiring firm was taken over by the PE firm and is now run by a CEO who has never worked in a planning firm, who is maximizing the profitability of the enterprise. Over the next year, the advisor felt like the company was straying from the service standards and values that had attracted him originally. He left after his original 12-month contract was up.

“It’s too bad in one sense,” he says, speaking for a number of sellers about the unexpected downsides of their experience. “And in another, it’s about what you might expect. Whenever you sell, no matter who the buyer is,” he adds, “you have to understand that you no longer have control over what’s going to happen.”