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Greg Smith
Money. Liquidity is like oxygen. Oxygen is not the most important thing in life. As a matter of defect, oxygen might be the least important. When was the last time you thought about oxygen?
Ryan Poteet
I don't understand how this ties into the bsl. I'm like, dude, chill. Like, give us an hour.
Emma
Lose his mind over this conversation.
Ryan Poteet
Does he have diabetes offer?
Emma
No, no, no. He's a FTC attorney.
Ryan Poteet
Oh, yeah? Yeah.
Greg Smith
Anything that you want or need has to make its way to the apa. You also need to make sure that you have a full, phenomenal M and A attorney. Not any attorney. Not good attorney, like attorney or business attorney. The attorney you've worked with for 20 years doesn't m and A. They have to know M and A. And every attorney will tell you they know M and A. So the question is, is how many M and A deals have you done?
Emma
Right?
Greg Smith
How many M and A deals have you done like mine? Because if you sold a dry cleaner, it's a little bit different than selling an agency, truly, right? So you want somebody who knows M and A, and preferably you want somebody who's litigated at least once on a deal gone bad, because then they know what's porous about this agreement. And it's the other thing that really blew me away when I was going through this whole process is how important documentation is. The benefit I had. I had a business mentor of 20 years, Greg Smith, one of the brightest people I've ever known. He's bought and sold 30 or 40 banks, bought and sold an airline twice. He built the largest auto fleet in the world at the time. Truly brilliant. He's an M and A guru, and he's managing money. So I'm. I'm not ever would never be worthy of actually being his real client. But he's like a dad to me. So he manages my M and A deal. And I'm watching him, first of all, manhandle our attorney. Second of all, he gets obsessive over semantics. Obsessive over this word, this comma, this. You know, we make jokes about that as entrepreneurs, about how stupid contracts are and how they're not. They're not stupid when you're dealing with private equity or when you're. They're not stupid. When you're dealing with.
Emma
They're never stupid. They're never stupid. They're never stupid.
Greg Smith
You're right. Then this is Ops talking. He got so clinical with language and the interpretation of language that he actually shared an article with me once. Somebody lost $5 million on the Oxford Comma, this is case law. You know, instead of, like, a list of things like, so I want berries and cheese and milk. Some people would write that berries, comma, cheese and milk. Some people write that berries, comma, cheese, comma, and milk. And not having that second comma, lost them $5 million. So when you. When you are being flippant or not paying attention to your agreement, you're putting yourself. That thing will be pulled out. It's been pulled out 50 times since I've been purchased. And it's whatever that says goes. You'll also notice with the asset, whatever.
Emma
The interpretation of what that says goes.
Greg Smith
Well, that's exactly. And the person.
Emma
Because wordsmithing is a thing, guess who.
Greg Smith
Gets to interpret it? It's who's willing to throw the most money at the most attorneys. So you're always, always going to be at a disadvantage because you can never play the legal game the way they play. That's why you need. And this is really, really, really important. It's okay to ask for plain language in your apa. It's okay to say, hey, that feels like gobbledygoop. I don't know. Can. Can we simplify that for. And, you know, the thing that I did really well, and this is sort of my Persona, I don't know if it's always going to last, especially the more money I make, but I play Forrest Gump real well, so. And this really served me the thing that is gonna put you at a disadvantage. If you go in and try to play with these people on their field, in their uniform, with their utensils, like these Ivy League douchebags. You can't out Ivy League them. So I come in exact opposite. I'm off. Shucks. I'm like, hey, look, I'm a dropout. I lucked into this with everything inside of me. I have no idea. I'm the dumbest person you work with all day. I'm gonna need you to explain this to me like I'm three. And it tears their playbook apart. Cause the people that come in and try to posture and try to pretend like they know you will get destro. Leave your ego at the door. And it's just like. And here's the thing about explaining it to me like I'm three. If you're gonna fuck me over, you're gonna have to draw that out in crayon. And I get to ask questions about like, well, what if this happens? And what if that happens? So, no, I think that humility and the Forrest Gump Approach saved me. I'll tell you actually one very specific. Let me see if I can share this. I think I can. We'll see what kind of project. I'll tell you the thing that I wish I had done is not deploy. You know, when you have money, first of all, you become a prey animal. And really close friends, by the way, people I've known for 20 years, they just can't help themselves because it's the big lick. So they come to you and you're like, oh, this opportunity, this investment, this idea, this whatever. I wish I just kept the money because I went, I bought a bunch of real estate, did a bunch of syndications, bought a bunch of, you know, assets, annuities, whatever, whatever. I just, as an entrepreneur, I want liquid. And I really, I know the arguments. I'm a prepper, I understand fiat currency, I understand inflation. But there's something about money that lets us do things. So now I have a, I have the assets and they're sound assets. And yet my advice, if you exit, just stay liquid at least half. If you want to go invest half.
Emma
It depends on how much you get. Sure, sure, yeah, so let's talk about that. So let's quantify that in time. So if I sell, if I exit, how much money do I want for time? Like do I want to be able to pay for my entire lifestyle for 5 years, 10 years, 15 years? No, quantify that in a time period. So you're all the way to retirement.
Greg Smith
You're not allowed to spend money, you're not allowed to spend non renewable money. Non renewable money, it's satanic and it's evil. If you want to buy a latte with non renewable money, you're, you're expending life force. What you want is you want to go buy a house in Fargo, North Dakota, which is the number one recession proof city in the continental United States because of fracking and always probably will be or whatever, whatever. It's easy. You go put it in T bills, right? Go put, go find renewable money. So you go with the T bill was what it got up to like 6% guaranteed by the federal fricking government. Are you kidding me? Go put your money in a T bill. And then the 6% that you get, that's what you buy your lattes with, right? If you spend non renewable money on anything, you are an imbecile and you deserve what's going to happen because it's just going to atrophy. The thing to do is, is to go get your 5% after inflation. And you can do that in the market. Just an S and P index fund. You can do that in real estate syndications, which is what I did. You can buy single family home. There's a. There's a billion. There's a trillion ways to just. I did a bunch of hard money loans. Right, right. There's a trillion ways to have renewable money. You spend the money, your money makes you. And if you have $5 million, honestly, if you have three and you're frugal, you'll never work again. And the money. And you'll never touch the three, you'll always have $3 million, adjusted for inflation. So the three will actually grow at a slow clip. And whatever it kicks off, that's what you spend. It's these, man. I can't tell you how many friends I have. They've got a beach house, they've got a Ferrari, they fly first class. They don't have shit. I have money.
Emma
Yeah. I have to fight with you. I have to fight with him. My custom. I bought you a first class ticket. Oh, no, don't do that. It's crazy.
Greg Smith
I don't want to get used to it. I'd rather have the money. I've got real money. And when an opportunity shows up. We had an opportunity. It fell through, but we had an opportunity to buy a $10 million business for a million dollars. You know what I'm talking about?
Emma
I do.
Greg Smith
It was a $10 million business for sale for a million dollars. But we needed the million dollars that day. Guess who has a million dollars to go and buy this 10 million? Oh, I'm liquid?
Emma
You're the only one.
Greg Smith
Yeah. So as a matter of fact. Yeah, so, yeah, man. I just. Liquidity. Somebody put this to me and I loved it so much. They said that money, liquidity is like oxygen. Oxygen is not the most important thing in life. As a matter of fact, oxygen might be the least important. When was the last time you thought about oxygen? You breathe and you go. And then everything else, the oxygen kind of funds, let's say it's just when you don't have oxygen that all of a sudden you're like, oh, gosh, like, what am I going to do? So the money is the abundance of oxygen. It allows you to do anything you want to do, anywhere you want to do, any way you want to do it. And if you don't mind me soapboxing just a little bit, the impact you can make as an entrepreneur. Who's. Who's. Actually, I can hire people other People can afford to hire. I can wait longer for you to become productive. I can fire clients other people can't afford to fire. So if you're mean to my staff, big stress me out. If I don't, just like your face, your voice, I can be like, hey, we're not a fit. Here's your money back. So being able to make those decisions, because those folks that keep themselves just so leveraged, that's what everybody does. They make a little more, they spend a little more. Make a little more. Spend a little more. Make a little more, man. Just, just stay, Stay your lane, you know, like there's. There's nothing wrong with. Because none of that stuff ever feeds the need anyway. I'm so boxing and I'm sorry.
Emma
No, it's fire.
Greg Smith
It's good.
Emma
About time. Yeah, about time. Telling you a long time.
Ryan Poteet
I really focus on what are the emotions that people are experiencing and what are they trying to get. So if you think about it like we talked about fear, well, the inverse of fear is peace. So if your audience is in a state of fear, then you need to sell peace. Just start the ad with want blank and test with literally just those two words, Want blank. So if it was, let's say with weight loss. Want peace of mind when you step on the scale, Want peace of mind at your next doctor's appointment. Want whatever. I will just test what are all the different motives we can say. And I'll take those and put them just into that basic want blank formula. Um, so there, there's so many different tactics and strategies for it. This is why I always say that like, tactics and strategies are a dime a dozen. What matters more than anything is like, what are we saying? Like why are we saying it? So I find with a lot of my clients, they'll come to me and you know, if it's a one on one consulting client, like we had this last week in Nashville where the client's like, oh, we need a vsl. And we start our private day and we're going through and we're collecting a lot of data. And he's like, I don't understand how this ties into the vsl. I'm like, dude, chill. Like, give us an hour. We need to develop all the understanding of who we're speaking to and what we're saying. Then when we moved on to the vsl, I just wrote it in front of them and they're like, he just got a VSL done. And like an hour or two, it's like, how cuz I Had all the information organized beforehand. It's like, like trying to cook a meal when you don't have all the ingredients organized versus like when you have everything like portioned out.
Emma
Takes so much less time.
Ryan Poteet
That's how I.
Emma
Why does it take Rachel Ray 13 minutes to put together the entire thing to go into the oven, but it takes me four hours because I'm cutting the garlic and putting it together, because I'm chopping all of the vegetables, because I'm. She's prepared it all.
Ryan Poteet
Exactly.
Emma
So you're preparing it all.
Ryan Poteet
I look at that as the same thing. It's the exact same thing. And so like, I think if people spent more time preparing data based on what their customers are saying and what they are seeing from their market and also what their competitors are saying, because that's usually some of the easiest shortcuts is just let them do the work for you and then taking it and just, you know, applying it to those different formulas. ADA, Pass, etc. Star, they all work. They're great. It's weird with AI now because I feel like an old man almost when I say this from like, I had to do it manually. Shut up. I had to do it manually.
Emma
Shut up. I'm almost double your age. Shut up.
Ryan Poteet
I had to write copy manually. Like I didn't have AI I had.
Emma
To write copy manually. It's so true though. Me and I have a guy on my team. His name is Sokka. I absolutely adore him. And him and I were talking about. You probably remember Richard from my team. He's been with me since the very beginning. Richard, like, he wrote this like 12 page thing. And Sako's like, Emma. He's like, I think Richard wrote this whole thing by hand. And we both just had the biggest laugh because he wrote the whole thing by hand. It's like, who does that now? I don't even write an email anymore.
Ryan Poteet
Yeah.
Emma
Anyway.
Ryan Poteet
But you know what I mean though.
Emma
That's why I was like, we went off kilter. I'll bring it back. But yeah, it's.
Ryan Poteet
Yeah, yeah. So it's a big thing is like, you know, now it was always about the thoughts. We just had writing as an intermediary. And so now the writing intermediary is gone. We don't need it anymore.
Emma
I'd like to talk for a minute about micro commitments. I find that this is a hack. When you can get people to say yes, yes, yes to small things, it makes that bigger purchase so much easier. Are you familiar with what I'm talking About. I'd love to chat about that for a minute, what that is and the best ways to set that up.
Ryan Poteet
Yeah, I'll give you a couple. And I actually learned this from Ron lynch, who's a very close mentor of mine. I attribute a lot of my success. Uncle Ron, I attribute a lot of success to Ron.
Emma
He still comes on my damn Amazon show. I can't figure out how to like, he'll just.
Ryan Poteet
Oh, he just pops up.
Emma
Yeah, well, he. He got me one time. We were hanging out and I was like, in my Alexa app, and we were talking about how he has his little show. Yeah, his little show. I shouldn't say, like, that. It's a great show. I've read everything Ron lynch has ever written, including his private collection of writings he sent to me a few years ago, the Mercenary. I've. It's. He's. He actually sent me 12, 13 different books that he's written that never got published, and I consume them all. So Ron's great, but he. He showed me on Amazon how I could, like, subscribe to his show.
Ryan Poteet
Oh, it just pops up always now.
Emma
And so even when he doesn't put. Even when it's like, been a while since he put something out, it's like, do, do, do, Uncle Ron, Uncle Ron here.
Ryan Poteet
And I love you. Yeah, he always does that. And I love you.
Emma
And I love you.
Ryan Poteet
So Ron taught me how. I think that sometimes what would happen is I do write aggressive copy. I don't write unethical copy, but I'm kind of naturally. I think in my life I'm a little bit more intense of an individual. And so with my copy, it sometimes gets intense. And what he always talks about is, you're building the pain. You want to stop the pain and go to explain them that, like, yes, this is your fault, but I'm going to show you how to get out of it. So, like, for instance, we're writing for a diabetes offer, and one of the things was, you know, and this is the byproduct of eat or, you know, I was talking about how blood sugar going up and up and up. And like in the. You know, the side effect of that is, like, you could have an early death. Right. And there's a lot of bad stuff that can happen.
Emma
I almost feel like worse than that. And this is what I go to for blood sugar. Worse than that. You can lose your sight. You can have no feet.
Ryan Poteet
Yeah, yeah. So you go to these little.
Emma
I feel like that's worth the. Yeah, right.
Ryan Poteet
So, like, whatever the Thing is, like, you can have all these medical ailments that pop up.
Emma
By the way, Ryan Poteet.
Ryan Poteet
Yeah.
Emma
Who I actually have like a subcategory of my podcast launching in May with. Or in. Yeah, May with him, where he's on every Friday with me for 20 minutes. He's gonna lose his mind over this conversation.
Ryan Poteet
Is he. Does he have diabetes offer?
Emma
No, no. He's a FTC attorney.
Ryan Poteet
Oh, yeah, yeah.
Emma
He's an FTC FDA attorney.
Ryan Poteet
And I love the FTC attorneys when I get to work with them because they are experts at saying it without.
Emma
Saying it without saying it.
Ryan Poteet
And I love, I love those with a lot of financial officers.
Emma
I just tricked him into coming in every week and doing a podcast with me. So I just, instead of 750 bucks, ask him questions.
Ryan Poteet
Yeah, what about this? What about that? What about this? That's a great idea. Great idea. Start a podcast with an attorney. Yeah. So, so, like, okay, so the. You're going to lose your leg or all these bad things. What Ron does is then immediately at that point. But don't worry. Even though this is something that's due to the behaviors that you've created or habits over time. In this short video, I'm going to show you exactly how to reverse everything to the point where we can get you back to how you felt when you were 20. Now let's move on. And then he goes back to the pain. So there's a quick. Like you. He explains it as Nick, you can't just punch them in the head 15 times and be like, now pay attention. Like, you can't do that. He's like, you have to punch them in the face 15 times and then put an ice pack on them, tell them they're a good boy and we love them. And now we move on to the next thing.
Emma
Right? Break them down, build them back up.
Ryan Poteet
I look at that as almost like you could call like maybe a variation of a micro commitment. It's. It's again, open loops. So a lot of what I'm doing is it's in the language. It's in like them committing to that they want to change something. And then as well, you know, I like the people will say, for instance, this is not for blank, blank, blank. And all we do when we say that is we just speak to like the antagonist of this person. It's usually their shadow that they're in denial about. So it's like, this is not for the person that's looking for fast, easy hacks who just wants to take a pill, and then, boom, everything's done. I'm here to tell you today that that's a scam. And you've likely, if you're like me or like my dad, you fell for some of these things, and it leaves a bad taste in your mouth, right? And then you move on. That's almost like a form of micro commitment, an identity. Micro commitment. Oh, yes. I align with that.
Special Ops Podcast Summary
Episode Title: What Losing $5M to a Comma Taught Me About Contracts, Liquidity, and Copy That Converts
Release Date: June 24, 2025
Host: Emma Rainville
Guests: Greg Smith, Ryan Poteet
In this compelling episode of Special Ops, hosted by seasoned entrepreneur Emma Rainville, the discussion delves deep into the critical aspects of business operations that often go overlooked yet have monumental impacts. Emma is joined by Greg Smith, a veteran in mergers and acquisitions (M&A), and Ryan Poteet, an expert in copywriting and marketing strategies. The trio navigates through the intricacies of contracts, the paramount importance of liquidity, and the art of crafting compelling copy that converts.
Greg Smith kicks off the conversation by emphasizing the indispensability of meticulous contract management in business operations. He shares a pivotal lesson learned from a costly mistake:
Greg Smith [00:57]: "Somebody lost $5 million on the Oxford Comma, this is case law."
Greg illustrates how even minor details, such as the placement of a comma in a contract, can lead to significant financial repercussions. This anecdote serves as a stark reminder that in the realm of private equity and complex transactions, contracts are anything but trivial.
Emma Rainville echoes this sentiment, highlighting the necessity of not underestimating the complexity of legal agreements:
Emma Rainville [01:51]: "They're never stupid. They're never stupid. They're never stupid."
Greg further advises on selecting the right legal expertise, stressing the importance of partnering with attorneys who specialize in M&A and have a proven track record:
Greg Smith [00:44]: "You need to make sure that you have a full, phenomenal M and A attorney. Not any attorney... The question is, how many M and A deals have you done?"
The conversation underscores that the right legal support can safeguard a business from potentially devastating oversights, ensuring that every clause and comma serves the company's best interests.
Transitioning from legal intricacies to financial strategy, Greg Smith introduces a striking analogy that encapsulates the essence of liquidity in business:
Greg Smith [07:07]: "Liquidity is like oxygen. Oxygen is not the most important thing in life. As a matter of fact, oxygen might be the least important. When was the last time you thought about oxygen?"
This metaphor emphasizes that while oxygen is fundamental to survival, liquidity is equally crucial for a business's operational health. Liquidity provides the flexibility to seize opportunities, manage unforeseen challenges, and sustain growth without compromising the company's stability.
Emma Rainville expands on this by advocating for maintaining substantial liquid assets to navigate business challenges effectively:
Emma Rainville [05:00]: "If you have money, first of all, you become a prey animal... I buy a bunch of real estate, did a bunch of syndications, bought a bunch of assets... I just, as an entrepreneur, I want liquid."
Greg reinforces this by discussing strategic financial planning, advising entrepreneurs to balance their investments while retaining sufficient liquidity:
Greg Smith [06:52]: "If you have $5 million, honestly, if you have three and you're frugal, you'll never work again... you'll always have $3 million, adjusted for inflation."
The dialogue highlights that maintaining liquidity isn't just about having cash on hand; it's about ensuring the business can adapt, grow, and thrive in a dynamic market landscape.
Shifting focus to marketing and sales, Ryan Poteet delves into effective copywriting techniques that resonate with audiences and drive conversions. He introduces the concept of aligning copy with the emotional states of the target audience:
Ryan Poteet [08:31]: "If your audience is in a state of fear, then you need to sell peace."
This approach involves understanding the underlying emotions and motivations of potential customers, tailoring messages that address their specific needs and desires. Ryan emphasizes the importance of preparation and data-driven strategies in crafting compelling copy:
Ryan Poteet [10:22]: "If people spent more time preparing data based on what their customers are saying... it's like trying to cook a meal when you don't have all the ingredients organized."
Emma Rainville concurs, drawing an analogy to cooking that underscores the efficiency and effectiveness of well-prepared copywriting:
Emma Rainville [10:05]: "Why does Rachel Ray take 13 minutes to put together the entire thing to go into the oven, but it takes me four hours because I'm cutting the garlic and putting it together... because I'm chopping all of the vegetables."
The discussion further explores advanced copywriting techniques such as micro commitments and open loops, which subtly guide the audience towards larger commitments by first securing smaller agreements:
Emma Rainville [11:47]: "I find that this is a hack. When you can get people to say yes, yes, yes to small things, it makes that bigger purchase so much easier."
Ryan Poteet elaborates on this by sharing insights learned from his mentor, Ron Lynch, on building and leveraging pain points to drive action:
Ryan Poteet [12:05]: "You're building the pain. You want to stop the pain and explain to them that... I'm going to show you how to get out of it."
This strategic approach in copywriting not only captures attention but also builds a persuasive narrative that leads to increased conversions and business growth.
Throughout the episode, the seamless integration of robust legal frameworks and strategic marketing techniques emerges as a cornerstone for entrepreneurial success. Emma Rainville masterfully navigates the conversation, ensuring that listeners grasp the interconnectedness of these domains:
Emma Rainville [07:08]: "Liquidity. Somebody put this to me and I loved it so much... It allows you to do anything you want to do, anywhere you want to do, any way you want to do it."
By intertwining Greg's insights on the critical nature of contracts and liquidity with Ryan's expertise in effective copywriting, the episode provides a comprehensive blueprint for entrepreneurs aiming to scale their businesses sustainably and profitably.
This episode of Special Ops serves as a powerful reminder that success in business is multifaceted, requiring a harmonious blend of legal diligence, financial prudence, and persuasive communication. Emma Rainville, alongside her esteemed guests Greg Smith and Ryan Poteet, offers invaluable lessons that empower entrepreneurs to navigate complex challenges and seize opportunities with confidence and clarity.
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