**** Chapter Twenty-Eight – Buying the Homestead, Episode One ****

Morning saw me up and about before dawn, Michelle muttered in the bed behind me as I quickly dressed and exited the tent taking Brin with me; Kordi merely looked up briefly and then went back to sleep.

First task was to start the campfire; it had been banked nicely the night before and didn’t take much encouragement. Then I put the coffee on to percolate. The basic morning chores were next and the sun was just coming up when I let the chickens out; Matilda had constructed a pretty nice temporary coop for them in the trailer. I quickly mucked out the coop and laid down new straw.

The crowing rooster brought the ladies out eventually and Brin and I had company; Michelle wore a sleepy “I told you so” smile on her face, and I felt better than I had in years. I reminded them that Oscar and his boys would be down for breakfast shortly and that we needed to get ourselves in gear. Matilda started a biscuit dough while I put the big skillet on the fire to heat up. I grabbed some sausage out of the fridge figuring that sausage gravy over biscuits with eggs and asparagus on the side would fit the bill perfectly. Hey – ya gotta have your veggies and nothing screams breakfast veg better than asparagus.

Michelle took over for me shortly and I went to work on trailer maintenance; I had learned long ago to check your fuel, water and septic levels daily; failing to do so could ruin an entire day’s plans. More importantly I had learned to top off or empty every tank before I left the modern world and entered the “off-grid”. On this day we were showing a bit of overuse on the fresh water but fuels were still full and septic was OK, so I decided it would be a good time to set up my freshwater pump and refill the fresh from the creek.

I was running the hose out to the creek bed when Oscar and his boys showed up. They jumped in and gave me a hand finishing the job and we were able to have it running within 10 minutes. The pump automatically shut off when the tank was full; it wasn’t designed for this, but it was designed to stop pumping if the output backed up. I got the same result in the end: once the tank was full, the output stopped and the pump shut down; sure saved me a lot of engineering and wiring. Checking the input filter would be a twice a day chore when I used it though.

Breakfast was amazing, Oscar and his boys expressed on the quality; Matilda was a master. Part of the secret was that we had turned the fire circle into a long fire oblong allowing us to use one end to cook the biscuits and the middle and other end to cook the rest.

While Matilda tidied up after breakfast while we chatted around the table. Michelle and I had agreed the night before that she would kick off the business discussion. She started by talking about her horse farm and the struggles of being a family operation in an increasingly corporate run world; naturally Oscar commiserated, and they swapped stories of financing nightmares.

The conversation picked up when Michelle mentioned that she had just signed a deal with an angel investor and went into a description of how it worked. Oscar was very interested in the set up and his sons were full of questions; all three of his kids had expressed a desire to get off the bottom of the corporate ladder and work the farm. Oscar went straight to the point and asked how she went about finding a deal like that.

Michelle simply smiled and pointed at me. Oscar went dead silent.

“Well now,” Oscar said eventually, “That seems to be a bit different as you two are a couple.”

“Not really,” I replied, “Michelle and I are good friends and business partners but I’m heading up to Wyoming…”

“and I’m not leaving my horse farm.” Michelle finished.

“So, don’t go planning any weddings.” I deadpanned.

That brought laughter from everyone and the mood swung back positive again, we started talking business.

Sonya brought out the letter of intent and the org charts showing how the deal would be structured; I explained valuation, salaries and profit sharing. Sonya gave a quick over-view of all the HR details like health insurance, vacation time and other issues.

Michelle was paying rapt attention as well; we hadn’t covered the deal in such detail during our previous conversations ,or if we did it was spread out over time. This was a full-on presentation that Sonya and the team at Whittling had put together and it was a good one.

I got down to the good stuff.

“Oscar,” I said, “You would be President and CEO of the farm corporation, and therefore in charge of day-to-day operations and strategic planning. You can appoint your graduated children to any position you like, but Sonya will have some normal suggestions. Each of you would get a seat on the board of directors, as would Ruth. Each member of the family, including Ruth who will not be an employee, would receive 10% of the shares and my fund - which means me - would hold the remaining 50%.”

“In return the corporation, the name of which is up to the board, would outright purchase all of your equitable property including equipment, with the exception of your actual homestead. However, the corporation will hold a lease on the working buildings of your homestead and have rights of access to those buildings; you would be paid annually – upfront – for those leases.”

“In addition,” I continued, “you would receive a signing incentive payment equal to 20% the fair market value of those purchased properties. You would also receive a deal bonus of one hundred thousand dollars to facilitate a smooth transition from your current structure to the new structure. That payment is intended to fund you hiring a good lawyer to review all of the documents. You and your board members would receive their signing bonuses when the deal closes.”

I paused and drank my coffee for a moment while they consumed that information.

There were a few questions and I had to clarify a few things and go into a little more detail ,but the excitement was palpable in the air.

Oscar eventually sat back, looked at his boys and said, “Well I’ll be damned, I didn’t know how we’d make it and suddenly the future looks bright.”

“I won’t be interfering,” I said, “but I will be receiving the quarterly reports and I’ll try to call in to each of the quarterly board meetings. Your reserved operating capital, your operating cash, will be the equivalent of the purchase price of the land. However, you will be paying your salaries, leases, and other expenses out of that fund; everything should be budgeted for and properly accounted for. I’ll see it in the quarterly financials which I do read.”

“The Whittling team will help you with the HR, taxes and accounting; we also have a legal team to handle any needs in that area. You will be charged for those services at the current market rate.”

Sonya piped in to point out that Whittling also provided marketing services and could arrange for consulting services in other specialized areas, we leveraged the value of the entire Angel Fund to get better deals.

“That reminds me,” I said, “Oscar and Michelle you will each also receive a seat on the board of directors for the angel fund, you can appoint whomever you like but I retain veto power over appointees. I would prefer it be each of you in person. I chair that board as well since this is my money.”

Matilda, in her amazing wisdom, showed up with a fresh pot of coffee and a bottle of Max’s best bourbon. I handed binding letters of intent to both Michelle and Oscar and asked them to read through them; after they each put their letters down on the table, I went on to explain.

“That letter gives you thirty days to back out of the deal without penalty; the Whittling team will email you the deal documents sometime later today. If you decide to back out you do not have to refund the deal bonus, that money is me paying your legal fees; I suggest you offer your lawyers a serious financial incentive to make this work their priority. Once your deal closes, you will have access to the operating capital so you can complete the transition; you will also be on salary from that point, and receive your signing bonus.”

I finished with a flourish, “So sign now and we can have a celebratory drink and then I can get back to disappearing over the horizon.”

Both Michelle and Oscar signed and Sonya got on the phone and got to work. It was nice to see her focused and productive again; the family drama episode had gotten pretty annoying.

We toasted our new partnerships and Sonya set her phone, on speaker, in the middle of the table; David and his team were on the line and we made rudimentary introductions. Sonya disappeared inside of the camper to notarize, scan and send the counter-signed documents.

The conference call was kept pretty light and it didn’t take much more than five minutes for Traci to chime in that she had the documents and everything looked in order. I thanked everyone and announced that was enough for the day.

I also took a moment to remind everyone that I was leaving first thing in the morning and would probably be out of touch for the next few days while we traveled across the Great Plains. Farewells were said and we ended the call. My part of the deal was done, I didn’t even need to sign anything else – that was all delegated in the fund bylaws.

The Millers all thanked me and took their leave, as they had a lot of phone calls to make and a lot of explaining to do. They also didn’t know it yet but that had about a two-inch thick stack of paperwork waiting for them in their email inbox. Happy reading fellas.

It was time to do something fun.