billy ching

Craig Castelli sits down with Billy Ching, chair of the private equity practice at Nelson Mullins, to break down what actually drives successful deals. They cover why communication between bankers and lawyers can make or break outcomes, how private equity has evolved for smaller businesses, and what founders should look for beyond valuation. The conversation also dives into today’s market dynamics, shifting deal structures, and where opportunities are emerging across sectors.

  • Chapters Include:

    Deal Collaboration

    Client Dynamics

    Building Practice

    Banker vs Lawyer

    Market Evolution

    Valuation Shifts

    Healthcare Trends

    Choosing PE Firms

    Market Outlook

    Future Drivers

LISTEN TO THE CLOSE

Exploring the Art & Science of dealmaking

Welcome to The Close M&A Podcast with Caber Hill Advisors, where we bring you exclusive insights from M&A experts, business owners, and industry leaders navigating the complexities of buying and selling businesses. Hosted by Craig Castelli, this podcast demystifies the dealmaking process, shares success stories, and offers invaluable lessons for business owners and investors.

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MEET YOUR HOST

Craig Castelli, Founder & CEO of Caber Hill Advisors, is a trusted M&A expert with decades of experience advising business owners through successful transitions. Alongside a rotating roster of advisors, entrepreneurs, and investors, Craig brings engaging conversations that illuminate the world of middle-market M&A.

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billy ching

Craig Castelli sits down with Billy Ching, chair of the private equity practice at Nelson Mullins, to break down what actually drives successful deals. They cover why communication between bankers and lawyers can make or break outcomes, how private equity has evolved for smaller businesses, and what founders should look for beyond valuation. The conversation also dives into today’s market dynamics, shifting deal structures, and where opportunities are emerging across sectors.

  • Chapters Include:

    Deal Collaboration

    Client Dynamics

    Building Practice

    Banker vs Lawyer

    Market Evolution

    Valuation Shifts

    Healthcare Trends

    Choosing PE Firms

    Market Outlook

    Future Drivers

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LISTEN TO THE CLOSE

ABOUT THE PODCAST

Exploring the Art & Science of dealmaking

Welcome to The Close M&A Podcast with Caber Hill Advisors, where we bring you exclusive insights from M&A experts, business owners, and industry leaders navigating the complexities of buying and selling businesses. Hosted by Craig Castelli, this podcast demystifies the dealmaking process, shares success stories, and offers invaluable lessons for business owners and investors.

ABOUT THE HOST
Craig Castelli headshot

MEET YOUR HOST

Craig Castelli, Founder & CEO of Caber Hill Advisors, is a trusted M&A expert with decades of experience advising business owners through successful transitions. Alongside a rotating roster of advisors, entrepreneurs, and investors, Craig brings engaging conversations that illuminate the world of middle-market M&A.

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Craig Castelli (00:05):
Welcome to The Close M&A podcast with Caber Hill Advisors. I’m your host, Craig Castelli. Today, my guest is Billy Ching. Billy is the chair of the private equity practice at Nelson Mullins, a law firm with 1,100 attorneys. Billy and I just closed an awesome deal together. And Billy, I got to say speaking for myself, I thought the Nelson Mullins team and the Caber Hill team worked really, really well together. How crucial have you found that collaboration between legal and business to be in deals?

Billy Ching (00:32):
Hey, Craig, good afternoon and good to be here. So I think collaboration and communication is something that is very underrated and a lot of lawyers are poor at it. So we go out of our way when we are serving a founder or a client who’s going through the transaction of a lifetime to be collaborative, to keep both the client updated and the banker and to work in sync to achieve that common interest. There should be 99% alignment between what a lawyer is trying to do and what a banker is trying to do to achieve an objective for a client. But sometimes you’ll get lawyers who are trying to protect in all the wrong ways the client and actually can be an impediment to a transaction. So I do find that just over-communicating something that a lot of lawyers are poor at is something that achieves great results for the common interest of the client.

(01:23):
So we too enjoyed how you kept us updated throughout the transaction. You kept the client updated and we were completely in sync to achieve that outstanding result.

Craig Castelli (01:33):
Yeah. And I think what really worked well is we had multiple levels of communication too. You had an awesome associate, Jake, on your team who was working closely with Sam Knowles on our team. And I know the two of them would be on the phone late at night handling issues that were on their plate while I’m talking to you and Brandon all hours of the day. So that synchronicity was really impactful on this one. No question.

Billy Ching (01:59):
I’ll add to that. And the other thing that I thought we did very well in that deal, and we doing all of our deals, I know you do too, is just even when the transaction is not moving quickly, that weekly touch base call where we talk live, it’s so much more contextual than a text, an email that doesn’t have context. So just staying in sync, again, is very easy to do and very important for the results for the client.

Craig Castelli (02:24):
You know what I find interesting sometimes too is even when you have collaborative bankers and lawyers, you also need a client who understands the fact that we are hand in glove as we’re helping them through this process. And every once in a while, we’ll run into a business owner who likes to keep all their service providers siloed and they’re really doing themselves a disservice. They think they’re maintaining control either of the process or at least of their own bill. But the reality is they’re probably creating more work for everybody and making it harder to get the deal done.

Billy Ching (02:56):
Fantastic. One thing I really liked about what you guys did, I’ll go into maybe the pitfalls of when you’re not in sync from a lawyer’s perspective. So you guys maximize price. We maximize terms, conditions, post-closing recourse, tax structure. And what I really appreciated is you guys were in sync with all of that. Occasionally you might see a banker who is solely focused on closing and just pushing because frankly, his fee is the same whether or not there were good terms or bad terms. So really appreciated that you had that sort of holistic interest for your clients because that’s our total objective too.

Craig Castelli (03:35):
Yeah, look, we want to get the deals closed as quickly as possible, but at the end of the day, we’re also young people at a young firm and plan to be doing this for a long time and reputation is important there. So one of these days we’ll get to tell everybody what this deal actually was. And fortunately, we’ve been asked by the PE firm who bought the business to keep things completely confidential for the time being with no real timetable for announcement, but it’ll come out one of these days.

Billy Ching (04:02):
Well, the highest compliment that I’ve ever seen a banker receive was in this deal. It’s one of the highest compliments. After the deal closed, the client called me and he said, Billy, thank you. You did a great job. And he said, thank you for introducing me to Caber Hill. They knew the space, they knew the industry, and I saw their fee and I thought it just wasn’t high enough. They did so much. So I’ve never heard a client say that before, but wanted to pass that on to you if you had not heard that.

Craig Castelli (04:29):
I had not heard that before. I almost wish I would’ve known that last part at the beginning. So I want to talk about you a little bit because you have really built a significant practice up. And I know you’ve told me a little bit of the story, but I’m curious how you’ve gone about doing that over the course of your career.

Billy Ching (04:48):
No, thank you for asking. I’m Southern and I’m Asian, so I’m not good at talking well about myself, but I’ll start with some stories about my mom or how I was raised as a kid. I remember one time my mom had occasion to need an attorney and it was a very small matter in my small town of 5,000 in Conover, North Carolina, and this attorney would not return her phone call. He just would not return the call. She would call over and over. And so finally she went and sat outside of his office door in the hallway, and he finally took her meeting. She said, “Billy, if you ever become a lawyer, just return phone calls. Just do that. ” Now, it’s not that easy. And I’m not saying that the sole reason for any success I’ve had is that I return phone calls, but this just gets back to communication.

(05:37):
If you do a great job for clients, if you over-communicate, if you keep them abreast of what’s going on as it relates to their transaction, their case, their matter, treat them as individuals and people, I think that goes a long way towards building a practice. When I started in big law, everyone said, “I wanted to know how do you get clients?” And everyone said, “Just do a good job and you’ll get clients.” And I didn’t really understand what that meant, but over time, that is 100% true. If you do a good job, if you over-communicate, if you reach out and stay in touch, one client leads to another, which refers you to another. I’ll say the last thing that may have led to some of my success is I jokingly say if you have half a personality, you’re top 5% of all lawyers. So maybe if I’m top half, I’m okay in this field or profession.

Craig Castelli (06:32):
Yeah, but it’s interesting just when you talk about doing a good job, because yes, you have to do a great job for your clients each and every time, and that will lead to referrals. But I even think it goes back to what your mother taught you when she went through that experience. Doing a good job is also being a good person and being visible and following up and caring about people. All of that goes into doing a good job. If we assume at some level, a lot of the big firms have competent attorneys and competency is table stakes. People are going to do business with the people that they get along with, they align with, they feel comfortable talking with easy conversations or hard conversations. And if you don’t make yourself available, you don’t make yourself socially introducible, it can be very tough to build those referral streams.

Billy Ching (07:26):
And let me ask you a question, Craig, just about our experience. And then I know we’ve got several more in the pipeline. You’ve worked with a huge number of attorneys. It’s what you do in your business with various numbers of transactions. Without blowing smoke, good, bad, negative, constructive feedback. What did we do well? Is there anything we can improve upon? And what have you seen other attorneys not do well that impeded the client’s objectives?

Craig Castelli (07:53):
I can’t really think of things you didn’t do well. I mean, it was an awesome experience working with you guys from start to finish. I mean, I think what I really appreciated is that you knew exactly what you were excellent at and you knew where you needed to tap an outside expert, whether that be just crossing over to the business side of the deal and calling us and say, “Hey, this is really a financial matter. Can you guys do some analysis here? Or can you guys call the business folks on the other side and hash this out? ” Or even within the construct of legal, bringing in regulatory counsel to support you because of the fact that this was a healthcare deal. It was a multi-state healthcare deal. And so we have all these very complex regulatory matters. So you didn’t bring ego into any of that.

(08:48):
As you said, you guys over-communicated. I think there were certain days when I talked to your partner branded 20 times. They were all 90-second phone calls, very salient, just figuring out checkbox, checkbox, checkbox until we get this done. But that made things efficient, that made things effective. And like I mentioned earlier, the fact that Sam and Jake were working together while I’m working with you and Brandon, you guys could come in and pair your overall expertise on deal structuring and what private equity firms are really going to focus on and what we can push back on with Brandon’s technical expertise on all the mechanics of a purchase agreement. I mean, it really was a well-rounded team and it was a true pleasure working with you guys.

Billy Ching (09:38):
No, thank you for that feedback.

Craig Castelli (09:39):
But let me ask you that same question. I mean, as you meet a bunch of bankers, you meet a bunch of private equity investors, what makes someone in either category stand out to you?

Billy Ching (09:51):
So I do think it’s that common holistic interest to achieve the client’s objectives considering all circumstances. Bankers like you, which is 90% of what I work with, really do care about the client and the entire transaction. Sometimes you will see a banker, I’ll give not the horror story, but sort of the downside. Look, bankers are success fee-based, so if the transaction does not close, you guys don’t get paid. And so there is a real, and clients are aware of that sort of economic goal of closing the transaction. And nearly all of the time the client wants that, even if the terms and conditions aren’t optimal. What gets difficult is where a banker might push an agenda not in the best interest of the client, and I’ll say, I never saw you once do that. There were some tough times in the deal where our client got jittery and appreciated just the unbiased, straightforward, “We’ll do whatever you want to do to our client.” So I’d say from investment banker’s perspective, it is having that holistic interest of the client and working in sync.

(11:02):
Private equity funds, most of those that work in the space that we work in are very good and founder-friendly. And a lot of clients have concerns that, “Oh my God, they’re going to come in and change everything and I’ve got a new boss and they’re going to fire all of my people. ” And that’s the last thing any private equity fund wants to do with a very successful business that’s on an upward trajectory and worth investing in. So I think a lot of what we do, Craig, is just dispelling notions in our founder-based clients as to fears of private equity when in nearly all cases they’re aligned in terms of growing value, giving that owner a second bite and working in harmony.

Craig Castelli (11:45):
Yeah, I think there was a very specific example of a tough conversation that came up in this deal related to the link between rollover equity and the employment agreement and specifically what happens to the equity where the founder to be terminated. And we all realize there are certain market terms that should be generally accepted, that you’re going to expect some categorization in every single deal. I don’t want to get too specific on what this was, but you’re going to expect something here in every single deal. And there are ways to structure it that are market and there are ways to structure that are not market. And nobody went to the seller and said, “You shouldn’t accept this at all, ” which I have seen people do. And that makes for a very difficult conversation. Instead, the conversation was, “Look, doctor, deals are structured this way almost all the time, and here’s what we see in 90% of the time.” And then when the PE firm was a little bit outside of that, you guys came to the table with a ton of data that showed, here’s where you guys are a little bit off base.

(12:53):
We’re not asking you to do anything that’s not market, but don’t ask us to do the same. Let’s just keep it within the fairway here of what is standard here, 90% of deals. And ultimately, we got there and everybody, I think, felt good about it.

Billy Ching (13:07):
No, I agree 100%.

Craig Castelli (13:10):
So talk about the market today. And I guess before I ask your thoughts on what’s going on right now, I’d just be curious, you’ve been doing this for a while, what have you seen evolve or change over say the last decade in the private equity landscape?

Billy Ching (13:28):
So there’s very little benefit of being old other than having good perspective, but I’ll say I came out of law school in 1996. I went to Chapel Hill for undergrad and I say that couldn’t get in there for law school and selling for Duke and hated every minute of it because that’s our big rival. 96 to 2000, I did the dotcom boom. So that was taking companies public, venture capital deals, but the last 26 years has been all private equity primarily for founders selling to private equity funds or strategics owned by private equity funds and sometimes large public companies that aren’t PE owned. When I got started in the private company on an A side, the thesis was in the lower middle market where I operate two to $20 million of EBITDA companies, buy a $2 million EBITDA company, grow up to five million, and then you got 5X.

(14:26):
That was the magic number. Five million got 5X, and now 5X is often the starting point all the way down to one and a half or two million. And so what I think has evolved over my career, and especially the last 10 years, it’s just how perfect the market is, even down to one and a half, two, $3 million EBITDA companies. I think of some of my HVAC and roofing and landscaping clients that have been doing this for 20 or 25 years, and they get offers at seven to 13 times their EBITDA. And I say, “Hey, the market’s down slightly from 2021, but it’s still very good.” And they say, Billy, good gracious, 15 years ago, the only way I had out was to give this client to my partner and get paid out with a seller note or an earnout over five years. And now I have the opportunity to create transformative generational wealth for my client and myself, risk mitigate and still have opportunity to grow, do acquisitions and incentivize my employees.

(15:32):
So I think in terms of evolution of private equity from a business perspective, I would say that it’s opened up opportunities for just a wide latitude and diverse space of business owners that are aging and need that next phase of how they can grow the company. I’ll say from a legal perspective, the market has gotten very efficient and rational. As you noted, there are now deal studies out there for nearly every term and condition. And with the reasonable, sophisticated buyer and a reasonable, sophisticated seller, some founders are sort of weary of the process, but my guidance is, look, you’re going to be within a narrow set of terms and conditions for a market-based deal that I would say right now are very seller favorable. So I’d say just two things, Craig. One, the evolution of how perfect private equity is down to smaller deal transactions, 10, 15, $20 million enterprise value deals and the breadth and depth of opportunities that founders have available that they didn’t have when I started.

(16:44):
And then second, the legal process is really a cooperative market-based process where you’re going to end up with some range of results, and it primarily turns into a diligence exercise by the buyer of the seller to confirm that everything is okay.

Craig Castelli (17:02):
Yeah, so there’s a couple things I want to touch on there. First, talking about valuations, especially the smaller end of these deals. What I found to be pretty interesting, and I would think attractive to sellers, but also at the same time, something that creates new challenges for the buyers is the fact that we’re seeing the size premium shrink. And so you used to see these cut points, a million of EBITDA, five of EBITDA, 10, 25, 50, where at each of those steps, you start to see a couple turn increase in the multiple that the business could receive. And so it really lent towards an aggressive buy and build strategy that may or may not have really involved a lot of integration because if you just got to a certain number EBITDA wise and had some of the right build, whether it was regional density or whatever else the business needed to look like from a go- to-market perspective, another larger private equity firm was going to come in and you’d have a nice arbitrage on what you paid for all those smaller add-ons.

(18:09):
Now what we’re starting to see is the platform may go for 12 times and a bunch of the add-ons are going for nine to 11 times. And all of a sudden you’re paying as much for a million of EBITDA as you paid for 12 million of EBIT to start things off. And so there’s much more of a focus that needs to be made on actually growing the business, integrating all the acquisitions, building a business that can stand on its own two feet that is not just built to arbitrage and multiple and sell to a larger private equity fund. And some are figuring out, but we’re seeing some really struggle and that’s evidence in the creep and hold periods these last couple of years.

Billy Ching (18:48):
No, I think that’s absolutely right. And just example of the deal we just closed, 2018 or 2019 was a longstanding client of the firm. Our client was considering offers that were four and a half to six X and you guys got him well into double digits. So a little bit of that’s the market. A lot of that’s a representation, just your experience in that healthcare space.

Craig Castelli (19:10):
The other thing I think you brought up that’s really salient is what’s going on with the blue collar services these days. We’ve been doing those deals for 12, 13 years, really since the founding of the firm, my partner, Peter Holton, grew up in that world and that’s really all he’s done his entire career. So I like to say we were doing those deals before they were cool. But the story I like to tell, and I think I’ve told you this, we had this longtime roofing client who first came to us in the mid teens, 2015, 2016 timeframe, just wanted evaluation. He was going through an estate planning exercise and his financial advisors asked him to get the company appraised. So we got hired to do that and we were struggling to justify a $30 million valuation for this business, which was a couple turns of EBITDA at most because at the time you basically either sold the business to your employees for a relatively low value or you shut things down and someone else took over your customers.

(20:08):
Well, fast forward to a couple years ago, we’re well in the heyday of the roofing, boom, and they’ve grown modestly over time, but they’re largely the same business that they were and a little bit bigger, not a lot bigger, and all of a sudden they’re getting offers left and right that are north of a hundred million dollars. The only thing that changed was the market. Roofing went from something that private equity firms wouldn’t touch to an asset that they must have at this point in time.

Billy Ching (20:33):
No, absolutely. I mean, there’s been a crazy boom in professional services and everyone says 2026 this year they come to law firms. So we’re not in play, but it’s just interesting to watch just all the different fields that profit equity’s go into. I’ll ask you the same question, Craig. What have you noticed that’s changed in the last five to 10 years?

Craig Castelli (20:56):
I think I mentioned the shrinking of the size premium. I think that’s been very evident. Two, I think that we’ve seen tightening of a lot of terms that bind impactful founders to the business. As you know, a big chunk of our firm’s business is healthcare, kind of one of our three legs of the stool. And there was a period of time where investors didn’t really properly think through doctor succession and just had this assumption that they could replace founders and that transition would go smoothly and they’d be able to sell the businesses. And five, 10 years ago, you could put a roll up together in dental or veterinary or dermatology and you get to a certain level of EBITDA without integration and you’re going to have buyers lining up because they just have to get into the space. What we’re seeing today is that it’s very hard for private equity firms to sell those portfolio companies.

(22:00):
It’s even harder for them to make good on the promises that they made to their doctors about liquidity at the recap. And it really is a communication issue at the end of the day. The problem is, you have to remember that private equity partners or business development folks who are leading these deals, they’re salespeople too. So they’re coming into a competitive process, they’re pitching you on how great they are and why you should choose them over someone else. And part of that pitch is the return on the rollover equity. Well, if I go buy 50 medical practices to put this roll up together and I make the same promise to all 50 selling doctors that when we recap, you can exit, well, what am I actually delivering to the buyer of the business? Those doctors are all still practicing and working in the business and really generating real revenue, the buyer’s going to say, “Hey, we’ll buy,” but most of these doctors got to stay.

(22:54):
They got to re-roll. We’ll figure out their succession over the next five to 10 years. And unfortunately, some groups are learning some painful lessons and I think it cuts both ways. I think you also have some doctors who just saw the enterprise value, didn’t really drill into the terms, didn’t really think through or have good advisors talk to them about the fact that you may or may not actually be able to exercise this based on what’s going on. People hear what they want to hear, not the full story. And so it’s created some significant challenges for these businesses. And I think the current set of entrepreneurs is a little more aware of this than the set 10 years ago, and that’s factoring into a lot of these negotiations too.

Billy Ching (23:38):
I’m curious, there’s valuation, which is obviously very important to a founder who is going to put the highest valuation, give the best result, but fit is very important. So I’m curious from your perspective, Craig, and then I’ll share mine, when you are helping your founders evaluate their various options, what separates better private equity firms from others in terms of fit and what you hear from your clients and how they assess making that decision? Valuation is important, but it’s not everything. The fit is very important.

Craig Castelli (24:10):
Yeah. So the first cut is quantitative for sure. So if we’re running a competitive process, there’s a first round of bidding and we’re going to really narrow the funnel down to the best handful of bids. But with that, we’re also going to start to look at the makeup and the track record of these private equity firms. First thing we look at is how long have they been in business? How many funds have they raised? How have those funds performed if they’ve been deployed long enough that we actually have some data on the returns and we have access to fund performance by vintage year and so we can see how they stack up against their peers. We also look at industry experience. So perhaps they have never done a roofing deal, but they’ve done HVAC and janitorial and some other type of industrial service. And so they understand the nature of blue collar service work and building B2B businesses that deliver that type of mission critical service.

(25:15):
And so they are likely to bring a playbook to the table, bring relationships to the table that are going to be much more additive to the business owner, relationships that they have actually sourced organically and have a track record with, as opposed to just hiring a search firm to go find them some executive who can speak the language. So that’s kind of the initial cut. Then as we start getting into meetings, we’re looking for a couple things. One, what’s the general personality fit? Have we figured out who is actually going to be on the board of the company post-sale? And is it the same people we’re doing the deal with or other people and what access do we have to those people who our client is going to be working directly with once the deal closes and we’ve all moved on to the next thing.

(26:02):
Two, we look at the relative size and stages of the businesses. I remember one deal we had where the selling business was just kind of a beast in terms of the unique aspects that managing this was unlike managing a lot of other, what you would consider pure businesses if you just looked at the P&L. And the two final bidders were a group that was on its third round of private equity and was a top five largest player in the space. And the other bidder was on its first round of private equity and was still building out their own corporate infrastructure. And in this particular case, the seller gravitated towards the much bigger organization. They just thought because they’ve already built out a full back office, they can handle all the business functions for us, the integration will be a lot easier to plug in. So I mean, there’s not one simple answer to it, but I hope that answers the question that it’s really looking at all the hard and sought factors that are going to make this marriage because these really are marriages, not divorces, make this marriage last.

Billy Ching (27:09):
I think you hit all the points and I’ll add one that I think of which you hit on personality and fit, but I’ll say everything you said, and I would say before I give my $64 million answer, the typical founder-based CEO can sell, he or she understands finances, knows operations and people as a pretty well-rounded person, I would say assessing that fit and emotional intelligence of the private equity fund is very important. 80% of the time it goes swimmingly and my founders are happy post deal and this worked. And 15 or 20% of the time the founder might say, “Oh my God, Billy, these guys don’t get people at all. ” I made jokes about lawyers, but I’d say that the private equity fund guys are typically very intelligent. It might’ve been iBanking and then it’s private equity. That’s a typical tracker route for 80%, but a lot like politicians haven’t actually run businesses themselves.

(28:11):
They’ve seen businesses and own businesses and interactively involved in it, but I think just that fit, that test, that bedside manner is one of the most important factors that a good partner can have for many of our mutual clients.

Craig Castelli (28:28):
Yep. Yeah, I agree with that completely. I’ll add one more thing I thought of as you were talking there. PE Firm A shows up to the management meeting and with them is a stack of paper. And on that stack of paper is the name, email address, and cell phone number of every single founder they’ve ever partnered with. Private equity firm B doesn’t show up that way, and they weren’t asked to, but we asked them for the same thing or some level of references and we don’t get a response and we email them again a week later and we still don’t get the references back. Small thing, hugely telling. Guarantee, there’s never a PE firm that has had 100% of the founders they’ve partnered with, 100% satisfied with everything that happened. But the fact that they’re going full open Kimono right there and saying, “You can talk to anybody that we’ve ever done a deal with, ” really tells you that not only have most of those probably gone very well, but also they’re not trying to hide from their mistakes, they’re going to tell you how they learn from them and what they’re doing differently today.

Billy Ching (29:32):
100%, 100%. Where do you see the market going, Craig? I’ll offer some observations I have, but I’m curious where you see it over the next few years.

Craig Castelli (29:45):
I think what we’re seeing today and we’ll continue to see short term is hot and cold at a sector level or really even a subsector level. If we take facility services, we take healthcare, we take So manufacturing distribution, you’re going to see subcategories within each of those that are white hot today and some that were a couple years ago that people have really pulled back from. Could be a regulatory change, could just be simply that they haven’t seen their peers with successful exits and they feel like the industry’s played out and they want to devote their attention elsewhere. But the macro factor that I see really driving things is private equity is still a massive and growing asset class. To this day, despite a couple turbulent years, PE firms go out to fundraise. They’re typically raising a bigger fund than they raised the last time.

(30:39):
They’re typically oversubscribed. The market wants to put money into private equity that creates a natural floor for valuations. I think we all know we’ve come off of peak valuation from those post-pandemic years, but we’re still 80 to 90th percentile of all time highs for valuation. So I don’t see that changing anytime soon. Interest rates will come down. Some that’ll help a little bit, but really the biggest driving force here is all the dry powder from the PE firms that raise these funds and have pressure to deploy them.

Billy Ching (31:15):
I agree 100%. I guess my observation on the market is Q1 and going into Q2 of 2026 has been, for us, one of the most active periods since 2022. There was a mainly in 2020 through 2022, 20 and 21, probably the most active years in terms of number of deals and transaction volume and private equity. 22 was probably 80% of 21. And then 23, 24 dropped off maybe 60% of the transactions you had in those years.

(31:48):
Right now, I don’t know why, but I will guess like you, public markets are at an all-time high and private equity is an asset class where private companies sort of follow the public markets. Two, you’ve got a pretty good regulatory environment in terms of open to do business with the current administration, reasonable inflation. We’re not hearing all the stagflation or where is this economy like we heard in 23 and 24. And to your point, there is so much dry powder that is probably underdeployed by the funds over the last three years that is actively going to work. So for these founder-based businesses that are 10 to 200 of EV, it is as good of a time as it has been in four or five years to act or transact. Does it stay that way? I don’t know. I’m a bear, so don’t listen to me.

(32:37):
I’ve been in cash the last four years as the market’s gone straight up and we’re at an all-time high

(32:42):
with international tensions over nuclear arms races. So again, don’t trust me on valuation, but I don’t think the industry is going anywhere. On the flip side of that, I’ve probably got three or four SaaS companies in the market that a year ago, even in a slower market, would’ve had a relatively easy execution. And now you’ve got artificial intelligence and maybe that’s changing the landscape. I would say perhaps that also tilts the focus of private equity towards more SaaS-proof businesses like many of those you work in, healthcare, business services, essential home services. So we will see, but in general, I think it was going to continue to provide good opportunities, but this bear always feels like it’s a bit toppy and it feels very active and toppy right now.

Craig Castelli (33:33):
Yeah, it’s toppy, but I just think if you look at the amount of cash that’s still sitting on the sidelines, look at the fact that we still haven’t fully seen this “silver tsunami” materialize. I mean, there’s still a ton of businesses owned by baby boomers who don’t have kids that want to buy them. We now have this boom of building data centers. We have real issues with water in a lot of markets, whether it’s related to data center cooling needs or it’s markets where we’re experiencing increasing drought. So you look at all these businesses that are building the data centers or designing the data centers or providing services to them that are solving these major environmental and infrastructure challenges. Private equity recognizes that. Some of those multiples are reaching insane levels. And so we’ll see some of that cyclicality at a sector basis, but I think overall, as one may start to decline, another’s going to pop up based on the evolution of AI, based on regulation of data centers, based on whatever the force du jour is, which will mean as long as you’re diversified enough like you and I are and competent to do deals in various sectors, I think we’ll stay busy and I think overall M&A activity will be relatively steady.

Billy Ching (34:58):
Yeah. When I see them coming to law firms, I say, nope, we’re going to be busy. They’re going to find new industries and spaces to go into, and they’ve been very successful in the professional services space. So excited for the future for everyone and hopefully me too.

Craig Castelli (35:13):
Yeah, you and me both. Well, Billy, this has been a lot of fun. If somebody wants to learn more about Nelson Mullins or connect with you directly, what should they do?

Billy Ching (35:22):
Oh no, thank you for asking. Just Nelson Mullins, Billy Ching, just Google. I’ll show up available anytime. Just pop me an email and would love to have a conversation.

Craig Castelli (35:30):
Well, Billy, I appreciate you joining me here and thanks everybody for watching us on the close.

Billy Ching (35:35):
Thanks everyone.