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All About Crowdfunding with Mark Roderick
Mark Roderick concentrates his practice on the representation of entrepreneurs and their businesses. He represents companies across a wide range of industries, including technology, real estate, and healthcare.
He is one of the leading crowdfunding lawyers in the United States. He also speaks at conferences and other events all over the world.
He represents dozens of portals and other participants in the crowdfunding industry, providing both technical knowledge and industry expertise.
- What crowdfunding is
- Donation-based or rewards-based crowdfunding
- Equity-based crowdfunding
- How equity-based crowdfunding was created
- On his Crowdfunding Cheat Sheet
- What accredited investor means
- Title II Crowdfunding
- Title III Crowdfunding
- Title IV Crowdfunding
- What they have in common
- Websites he represents:
- - Small Change
- - Honeycomb Credit
- - MainVest
- - StartEngine
- Crowdfunding in real estate
- The required process
- Things to look out for when considering an investment in Title III
- Things to ask yourself to determine what title you need and the best route to take
- "In the Title II space, real estate is king."
- "Tell investors what you need to make a viable business."
- "It's great to invest in something you know about."
RESOURCES AND LINKS FROM THIS SHOW:
Larry: Welcome to the Brain Pick-A-Pro show live from Lake Wylie, South Carolina, this is Larry Goins. How are you guys doing? Thanks so much for watching. I really appreciate it. We appreciate the shares. We appreciate the feedback and the likes. We always try to bring you nothing but content, nothing but great information from what I call the best of the rest, people in the industry and the top level in their industry, right? And it’s all about real estate entrepreneurship, funding and business, anything to do with that. So, thank you so much. Please share. Please like. Please leave a comment if you don’t mind we greatly appreciate it. Today’s guest I am really, really excited about is Mark Roderick. He is an attorney, don’t hold that against him, he is a good guy. So, his specialty, his niche, his passion is crowdfunding and he’s gonna share anything and everything you need to know about crowdfunding. If not, he is gonna show you how to get the rest of the story today on the show. So, Mark welcome. How are you doing buddy?
Mark: Thank you very much for having me. I am delighted to be here.
Larry: Awesome. Awesome. You know, a lot of people have heard the term crowdfunding and they may even think they know what crowdfunding is. Why don’t you give us the lowdown and the specific because a lot of people think well, it’s just raising money or might be a PPM or this or that. Well, what is crowdfunding?
Mark: Okay. So, I’m gonna give you a great definition that you can use at the next time you are at a cocktail party and someone says what is crowdfunding and you say this, you’ll be like, he is cool, he knows what he is talking about, which is the goal in life to be the cool one.
Larry: At the party?
Mark: At the cocktail party. So, when we say crowdfunding, it can mean a lot of different things. A useful definition for cocktail parties is anytime you raise money using the internet, so that is the cool definition. If you are raising money using the internet, you are crowdfunding. Now, within that universe, there are two worlds of crowdfunding, very distinct from one another. One is the Kickstarter and Indiegogo world. They came first and often when I’m gonna stand up and speak in front of a crowd talking about crowdfunding, I can tell right away that some people think I’m gonna talk about Kickstarter.
Mark: So, that is the world we called donation-based crowdfunding or rewards-based crowdfunding where you wanna start a business or you wanna make it your first CD, you are in a band or something and you are asking for donations.
Mark: You’re gonna give people a baseball cap or something or a copy of the CD when it’s finally made, if it is made. But you’re not giving them a stock in your company. You’re not giving them anything financial. You’re just, you know, give me money, I’m a good person. I have a compelling story. That is donation-based crowdfunding. That is Kickstarter and that is a world that has very few laws because it’s just people asking for gifts and so I have represented some donation-based crowdfunding portals, but that is generally a world that doesn’t even need lawyers for the most part. People just asking for money from their fellow citizens, donation-based crowdfunding. The world where lawyers like me spend all their time is the other world in the crowdfunding universe and that is called Equity crowdfunding and it’s only called that because no one thought of a better word to contrast it with reward-based crowdfunding. Equity-based crowdfunding does not mean just equity. It can mean debt and all kinds of other things. But the idea is in that world you’re raising money for the company but you’re not just asking for gifts, you’re asking people to make an investment in your company, an investment. So, that’s what equity-based crowdfunding is and that’s where I live and spent all my time and now in that equity-based world there are subsections of the equity-based world and I can talk about those if you want or we can talk about baseball or something else if you want that.
Larry: Well, I want—now that you pick my interest, I wanna hear what are the subsections of the equity-based crowdfunding?
Mark: Well, I thought you might ask. So, this is how it works. Crowdfunding, the equity-based crowdfunding was created in 2012 by a law, it was signed into law May 5, 2012 by then President Obama, it was called the JOBS Act (Jumpstart Our Businesses) bipartisan, remember we used to get that kind of legislation, bipartisan, republicans, democrats, everyone supported it in 2012 and American laws when a big law is written it’s subdivided just as you might subdivide a book because you don’t want it to just go on and on and on and the different pieces of the law are called Titles. Title I, Title II, Title III. That’s all that means and I say that by way of background because there are three kinds or flavors of equity crowdfunding. Title II crowdfunding, Title III crowdfunding and Title IV crowdfunding and so those Titles don’t mean anything other than just a reference to the part of the JOBS Act where they were used. So, I don’t wanna confuse anyone. And very briefly, now I will say that I write this blog and one of the very first things I put on my blog was called a crowdfunding Cheat Sheet which is a table that list the different kinds of crowdfunding and kinda summarizes the rules so that’s still there. A lot of people still look at it. So, I’m about to give you a very brief summary of that table but don’t anyone think they have to memorize this because it’s all available. So, Title II crowdfunding is for accredited investors only and when I use that term accredited investors do your listeners generally know what that means?
Larry: Yeah. You know, some of them will but you might want to explain what an accredited investor means.
Mark: Accredited means someone who makes $200,000 a year or $300,000 with his or her spouse or has a net worth of a million dollars without his or her principal residence and that used to basically mean a rich person back in 1982 when those same limits were adopted. $200,000 a year was a lot more than it is today. So, the idea is it means kinda rich people but inflation has deteriorated that. But anyway that’s what accredited means. And Title II crowdfunding is for those folks only, accredited investors, and in our Securities Laws ever since the beginning the 1930s when they were all written, one of the fundamental tenets of our Securities Laws is rich people can take care of themselves because they can hire expensive lawyers, accountants, advisers, so the government doesn’t need to protect them. As a result in Title II crowdfunding because only accredited investors can participate, there’s basically no rules. It’s wild, wild west, let the buyer beware which from an entrepreneur’s point of view is good. It makes raising money from accredited investors pretty quick and pretty relatively at least inexpensive then so that’s Title II crowdfunding, accredited investors wild, wild west. Title IV, I’m gonna skip over III for a second.
Mark: Because Title IV is pretty normal. It’s basically a mini public offering. So, it’s very similar to what was there before. You have to write a thick book and you have to get approval of the SEC, it takes a fair amount of time, a fair amount of money but the benefit is you can raise money from non-accredited investors and you see there because non-accrediteds are involved now the government needs to step in and say, okay, well you need approval, you need to explain all this to us because we need to protect the non-accredited investors.
Mark: So, Title IV is basically a small public offering and then Title III is a brand new animal in American Securities Laws. It also is available to non-accredited so you know that the government is gonna come in and put a lot of protections in place and it does, it’s a new thing you can only raise a million dollars a year, so they kept it small and investors are very, very limited in how much they can invest. The idea was people were afraid that all those bad entrepreneurs out there are gonna steal money from widows and orphans, so they made it hard to steal money from widows and orphans among other things they limit how much the widows and orphans can invest and they also require that Title III only happens through licensed entities that are kinda like mini broker dealers so-called funding portals. It’s restricted and there are always protections in place for Title III crowdfunding. What they all have in common is you can advertise and that’s what’s so new about crowdfunding. So, one of the other tenets of Securities Laws for 85 years was that if you go public, if you’re Facebook or Tesla, I used to say General Motors that but that got so dated like showed everyone when I was born. So, now I say Facebook and Tesla because it makes me more cool. There you go. Be more hip. So, if you are public company, you can advertise, the rule used to be. But if you are a private company, you can’t advertise your securities. That was true for 85 years and that’s what the JOBS Act changed. So for any Title II, Title III or Title IV crowdfunding, you are free to advertise meaning, usually is what it means, you can have a website and if you think about it the old way of raising money, in 2011, you wanted to raise money for a business for real estate project or something you had to go about it privately. You had to find people with money or find people who knew someone with money or find someone who knew someone who knew someone with money. A very time-sapping, difficult, inefficient effort whereas now you wanna start a new business today, you wanna raise money for your podcast, you can create a website today and be online and be raising money for that business and potentially of course be contacting every investor in the world that’s a big difference so that’s what makes crowdfunding…
Larry: So, you can get your own website and that would qualify as a licensed portal or an approved portal?
Mark: Well, if you are doing it on your own, you can do a Title II raise to accredited investors right away, boom, you’re up and running, you’re reaching every accredited investor in the world. If you’re doing a Title IV raise, first, you have to go to the SEC and get their approval and then reach every investor in the world. If you’re doing a Title III raise, you have to have your offering listed by one of these funding portals and then reach every investor in the world. But in any case, at some point, you are reaching every investor in the world rather than just the 6 people that you happen to know.
Larry: Right. So, let me ask you this question Mark, you mentioned you’ve got a Cheat Sheet which I am looking at it up here on one of my dual monitors up above, could you give our viewers and listeners the website that they could go to to get that cheat?
Mark: Yeah. My blog is at https://crowdfundattny.com/. So, it’s an abbreviation for attorney, crowdfundattny.com. But it’s not hard to find if you type Mark Roderick, crowdfunding attorney into Google, you will find it immediately. If you type just Mark Roderick into Google, you will find it immediately. It’s hard not to find it actually. If you’re trying to find information about crowdfunding, you are going to find my blog.
Larry: Yeah. That’s all I did guys. All I did was go to crowdfundattny.com and it’s got a search bar, I just typed in the search bar Cheat Sheet and I had it up literally in 2 seconds.
Mark: Oh, there you go. There’s tons that you will see. In addition to the Cheat Sheet, there’s about 250 other post with information. It’s an incredible wealth of information up there. There is no marketing stuff. Just information about all the different legal stuff that comes into play when you’re doing crowdfunding.
Larry: Just raw content. So, Mark you’ve mentioned these portals that you could be up and running doing a Title III and raise up to a million dollars per 12 months so could you share some of those portals with us?
Mark: Sure. I mean there are a bunch of them. I’ll give you a few that I represent, not all of them that I represent, so those I represent that I’m not gonna mention the name, I’m sorry. I hope you don’t watch this podcast. But anyway one is smallchange.com. It is unique because I believe still the only Title III website that does real estate only.
Larry: Oh, okay.
Mark: It’s just a terrific website. Another is Honeycomb Credit. They make small business loans. Another is MainVest. They also make small business loans but slightly larger small business loans. So, those are a few that I represent. Probably the largest by volume is one called StartEngine.
Mark: They do all kinds of stuff. But yeah if your listeners want to log in to any of those, you can see what Title III is all about. And there are a lots of rules and stuff and all those sites follow those rules.
Larry: So, what you’re saying is if you’re looking to raise let’s just say you are starting out, you wanna raise a million dollars or less, right? Maybe you’re trying to get your wholesaling business stuff and running or you’re trying to build a rental portfolio or whatever, do some seller finance or fix and flips, you wanna raise up to a million dollars, you can use one of these portals that you’ve just mentioned and you can raise money through that portal and be in compliance with the SEC rules and regs.
Mark: That is exactly correct. Now, if you are going down the decision tree, if you came to me and said, hey, Mark I wanna do some fix and flips, I only need to raise less than a million dollars, what should I do? The first thing I would say is accredited investors only. If you think you can raise the money from accredited investors only, do that because it is faster than Title III. Title III is, you know, painstaking because this is the government protecting non-accredited investors. If you are just dealing with accredited investors, it’s always faster and simpler. And so now I will say in the Title II space, real estate is king so when you’re talking about fix and flips and so forth. It turned out when the JOBS Act was passed because it does have to do with the internet, everyone thought this is gonna be for high-tech Silicon Valley kinds of companies, social media, new technologies, artificial intelligence, no. Well, I read a blog post that said what about real estate? It seems like a great investment because people can understand it, they see the building, well, I’m not saying anyone followed that blog post but very shortly thereafter everyone forgot about all the high technology stuff and Title II crowdfunding focused on real estate and real estate is still got to be 90% or 95% of all crowdfunding by volume is real estate. So, if you are a real estate entrepreneur, you definitely should be learning about crowdfunding.
Larry: Yeah. The Title II which is a 5063 that is your accredited investors only.
Mark: That is correct. Title II crowdfunding also known as SEC rule 506(c).
Larry: Right. Right. That’s good. Now, the Title III which allows you to use a portal you said Title II which is accredited investors only is faster but could someone not simply go to StartEngine.com and just click on raise capital and just put their information in and start raising money or is there a process you have to go through before you can post your opportunity or your business there to be able to attract capital?
Mark: Yeah. There is a process. I mean they have to accept you, you have to pay them money and then you have to go through the process of putting together your offering materials and in Title III the offering materials are put together and it was called a Form C. So, you go to StartEngine or one of the other portals you start putting together the Form C, they are required by law to perform certain background checks on you to make sure you are not a former podcaster, no that’s a joke, to make sure you don’t have any Securities Law violations in your past so there’s a level of due diligence that they are required to perform on you. I’m not saying it takes a long time but then even once you are online, these investor limits come into play. So, I am serious about investors being both accredited and non-accredited being really limited to how much they can invest in your deal. In fact, not only in your deal but these limits apply to all the Title III deals that an investor participates in during a 12-month period. So, you’re looking a really small investment amounts under Title III. That is of course intended to protect the widows and orphans but it’s a real limit, it’s a limit in raising money under Title III.
Larry: Sure. And you know what, I’m on StartEngine.com right now and looking at investment opportunities and they’ve got 63 different investments there and what’s unique is StartEngine is one of the investment opportunities on StartEngine.com so you can actually literally invest in that company, right on their own website.
Mark: You can invest in StartEngine, you know, just to make it more interesting, their offering is a Title IV offering also known as Regulation A. So, they are raising money for themselves under Title IV even though their site is mostly dedicated to Title III, nothing wrong with that.
Larry: Right. Right.
Mark: But you see there are a lot of opportunities on their site. So, as long as we are talking about that. So in the beginning StartEngine limited the offerings on its site, it allowed companies on its site only after vetting them and deciding that they were reasonable opportunities and that is what many funding portals continue to do including the 3 that I gave you. But then StartEngine stopped doing that and they will now allow just about anybody on their site and so that has pros and cons if your listeners are investors. You’ll see if you start looking through that list you’ll see some companies that maybe look promising to you, you’ll see others, how the heck did they get on here? So, they’ve now taken more of a so-called bulletin board approach. If you pay our fees and you pass the background checks, we will list you and that has pros and cons. It increases volume and increases short-term revenue but then it’s not the same, you’re not creating the same brand power I think as sites like in the real estate side the two big sites are RealCrowd and CrowdStreet and they carefully vet their deals and so that builds a brand image of quality. If I’m investing in a deal on that site I kinda have a good feeling that someone else more knowledgeable than I am has looked at the deal. So, those are kinda two approaches to creating a portal. Either a bulletin board where anything goes or a more limited selection of carefully selected wine or something.
Larry: So, that’s probably why there are some of them on the sites that maybe they’ve only raised 15 or 20 or 30 or 40,000 dollars out of several hundred thousand they are trying to raise because it’s more of just a platform and it really dilutes the quality of the investment.
Mark: Yup. The other thing they do for the same short-term cash flow reason is a lot of the deals on their site will say, so in Title III you have to specify a minimum amount you’re trying to raise and until you raise that amount you can’t start spending it. They will have many companies specify a minimum raise of $10,000 and so since they raised 10 grand they can start spending the money and StartEngine then gets the commission on 10,000. Well, there is no business in the universe that becomes viable just because it’s raised $10,000, right?
Mark: That pays rent for a couple of months. So, they’ve done that artificially to, you know, it makes the statistics look better, oh, this percentage where our companies have met their minimum threshold, well yeah, because we set the minimum threshold so low but that also dilutes quality and if you’re a sophisticated investor and you know that $10,000 is not gonna make this company viable, you’re just not gonna invest. It has the unintended effect of keeping sophisticated investors away from the site. I think that’s a very unfortunate, it’s a short-term decision which I think has very bad long-term consequences.
Larry: So, is there a way I mean you’ve told us that what I’m hearing is that’s one thing you should be aware of and look for, what is their minimum to be fully funded, right? So, I’m assuming that it tells their minimum like I’m looking at one here that says raise of $10,000 to one million.
Mark: There you go.
Larry: You know, 66,000 so the 10,000 is the minimum that it takes for them to be able to say, okay, we will take your money and we will run with it.
Mark: That’s exactly right and look at that business. $10,000 to a million, what? You’re not viable at $10,000 so you are not sharing important information with the investor. What is the minimum you need to be a viable business? If I’m any kind of sophisticated investor, I’m not investing until you reach that minimum and setting that minimum so artificially low is just I mean it is bad. It is bad for everybody I think. Whereas if you go to some of the other sites, so here’s an example. I mentioned Honeycomb Credit.
Mark: They facilitate loans to small businesses. One of the deals on their sites, typical deal, they have a restaurant, a very successful restaurant, they want to expand, use their brand name, they want to expand by buying a food truck which will be branded with the restaurant, very clever idea and now this food truck is gonna drive downtown at lunch using the brand identity and serve meals to office workers. Great idea. They need a 60,000-dollar loan or 70,000-dollar loan. They are too small to get it from a bank. So, they raised money on Honeycomb successfully. The minimum is $70,000, that’s what they need.
Mark: If you say we’re gonna buy a food truck for 70,000 but we are setting our minimum at 10,000 what the heck does that mean? We are gonna buy the tires but we are not gonna get the engine.
Mark: It’s crazy. I mean that’s the right way to do it. Tell investors what you need to make a viable business and so that was a successful offering on Honeycomb.
Larry: That’s good. That’s good. They do have some nice looking offerings here.
Mark: They do.
Larry: Like their target raise is not just 10,000. There are some 10,000 but there are some 40,000, 25,000 and more. So, that’s good. What are other things people need to look out for when considering an investment in one of these Title III?
Mark: Well, I mean I personally and I have invested, I invest at sites that I trust. I won’t invest at the bulletin board sites. I want somebody who have looked at that investment and beyond that, know that companies raising money using Title III typically are just very small companies. Not always like that restaurant, it’s not a very small company but these are gonna be risky investments and it’s great to invest in something you know about.
Mark: If you just see, oh this is a social media company, the next Facebook, how many companies or Uber or the next Uber, how many companies have you seen that saying we are the next Uber or we are the Uber for groceries, we are the Uber for this or that or that. It’s been like 10,000 of those companies all of them failed and for that matter Uber itself might fail. So, it’s great to invest in something you know about. That’s not very sophisticated advice but these are small companies. They are startups. You’re very likely to lose your money in many of them. Now, on Small Change, in real estate, you’re not very likely to lose your money and that’s what has made I think real estate so successful in crowdfunding.
Larry: Yeah, Small Change is a good looking site too. It is.
Mark: Terrific site.
Larry: That’s really good.
Mark: Terrific site.
Larry: So, talk to us a little bit about, you know, there’s people out here watching this or listening to this and thinking I wanna grow my real estate business, I wanna scale my business or maybe I’m wholesaling, I wanna start a fix and flip business or maybe I have an idea for something I’ve always thought about. What are some of the things that they need to ask themselves to determine do I need a Title II, III or IV and what’s the best route for me to take?
Mark: Yeah. Well, that’s a big question. So, you thought of a new business, the first thing you’re gonna do is go through all the steps that you used to go through. Where I’m gonna get funding, my credit cards, my bank account, my savings account, my IRA, those are the easiest source of funding, my parents, my uncle. So, you’re gonna think about all those sources of funding first, they’re the easiest, depending on the nature of the business, you might be talking to so called Angel Investing groups, most cities have these groups, they will consider funding startup ventures depending on the nature. So, you wanna think about all those kinds of potential investors. First, they didn’t just go away, crowdfunding will, let’s say within 10 years, if you ask me these question in 10 years, I’m gonna say oh go online, that’s your first step. Just like if you ask me how should I make my travel arrangements to California next week? I’m gonna go online and that’s kinda what’s gonna happen with crowdfunding too. But it is not there yet. So, after you have thought about all those more traditional ways then you’re gonna think about crowdfunding and if it’s a startup business, you’re not thinking about Title IV. Title IV is a public offering of stock and if you’re a startup business, you really have no business thinking about public offering. So, you’re talking about Title III or Title II and it depends on how much money you are trying to raise and it depends on the business. Some businesses work well with Title III because Title III is kinda the intersection of social media and capital raising. So, for example, a type of company that’s been very successful, breweries, companies that have social media followings and breweries are one of them. A lot of people like craft beer, I’m one of them. Similarly at the other end of the seriousness spectrum, let’s say you are developing a drug for cystic fibrosis, a horrible, horrible, incurable disease, at least incurable so far, so lots of Americans, people worldwide have been affected with cystic fibrosis, Title III allows you to reach out potentially to this interest group of people, ordinary people, non-accredited investors who just like on the craft beer side in the less serious range of the spectrum, have not only they’re gonna invest in a cystic fibrosis treatment not only or even principally because they think they’re gonna make a lot of money, their hearts are in it, right? Their hearts are in the right place. So, if that is the kind of company you have or you’re selling a consumer product, it’s a cool consumer product, if you can get a lot of Facebook followers, Title III may well make sense for you because that’s a same kind of thing. If it’s just a financial investment then Title II probably makes more sense because all those accredited investors, they have hearts too, but they’re just looking to make returns. So, that’s the kind of analysis that you go through.
Larry: That’s really good. That is good information Mark. I really, really appreciate that. It’s a good way to let people know where do you start. But you really start internally first, right?
Larry: Credit cards, savings, friends and family, retirement accounts, things like that, correct?
Mark: That’s right. You are still your best source of capital.
Larry: That is great. I love it. I love it. So, I’ve learned a lot about crowdfunding and about the websites, we will make sure to put all those in the show notes. Mark, if somebody wanted to reach out to you how would they get in touch with you for some more information?
Mark: They would go to my blog and all my contact information is there. That’s the best thing and when you go to the blog, send me an email. There is this old-fashioned device on my desk that sometimes rings, my technology people call it telephone, I think that’s what it’s called. So, you can call, my phone number is on the website also. But as you know phones are hit-and-miss and one of my least favorite pastimes is telephone tag. So, if you send me an email I will write you back. I 100% promise and we will set up a time to talk.
Larry: That’s great. That’s great. I love it. Is there anything else you could think of that you would like to share to our listeners and viewers?
Mark: Just one more thing and that is I spent a little time talking about some of the rules, legal rules, what accredited investor means, investment limits, so that’s all legal stuff, that’s all well and good. I always say fortunately they have all those rules so people have to hire me because otherwise what the heck, but crowdfunding fundamentally is just one thing and that is the internet, that’s all crowdfunding is. So, when you think about what the internet has done to other industries and why it’s done it and how it’s done it, whether it’s the retail industry or the taxicab industry or the hotel industry or the dating industry for that matter, what does the internet do? It connects people directly. It bypasses all the middleman, right? Bypasses middleman whether they are bookstores or whoever and connects buyers and sellers, okay? Now, in the entrepreneur capital raising business, the buyer is the investor and the seller is the entrepreneur and in the past they couldn’t meet directly because there was no advertising. They had to work to find each other through all this middleman and brokers and different people. I always often say all of Manhattan from the Hudson to the East River they are all middleman. That’s all they do. They just connect investors to businesses. And what the internet does is let’s those two groups connect directly like magnets and that’s all crowdfunding is, but that is super, super important it allows entrepreneurs to raise capital no matter where they grew up or what school they went to or who their parents are. It allows investors for the first time using the internet to get access to deals, great deals that have always been hidden and only had access to the super wealthy. So, this concept of letting entrepreneurs and investors meet online directly without the middleman is hugely important I believe for the future of entrepreneurship and as we say the democratization of capital, letting ordinary Americans have access to those deals. So, that’s what I’d like people to remember, it’s just the internet, that’s all crowdfunding is.
Larry: That’s great. I love it. I love it. Mark, it’s been some great information. Thank you for being on. I really appreciate you sharing and thank you guys, everybody for watching. Please be sure and share this, like it, follow and leave us a comment if you don’t mind. We really greatly appreciate that. So, Mark thanks again. I really appreciate it. And thanks so much for being on buddy.
Mark: Thank you so much. I really enjoyed it.
Larry: Thanks a lot. You take care.
Mark: Take care. Buh-bye.