Making the Call: CEO Rings Up Lawyers to Wrap Up Deal
By Brenda Sapino Jeffreys
Cover Story - Texas Lawer Magazine
When Jeremy Brandt came up with a business plan to create a national real estate investing company around the phone number 1-800-CashOffer, he didn't think it would be difficult to obtain a toll-free number that spelled out CashOffer.
Brandt was wrong.
"We started investigating some of the different opportunities and very quickly realized there is a kind of a dark underworld of toll-free number trading. It was a process that we thought would take one to two months. It took more than six months," says Brandt, chief executive officer of Southlake-based 1-800-CashOffer.
Eventually, with assistance from outside counsel, Brandt was able to get that necessary telephone number, and he launched his business in March 2007. But to obtain the phone number, Brandt had to buy rights to the desirable 1-800-CashOffer phone number from a real estate company in Baltimore in a purchase complicated by some intellectual property issues.
Brandt used Jeffrey Cash, a partner in Cash Klemchuk Powers Taylor in Dallas, for assistance with the acquisition, while Charles Hosch, a partner in Strasburger & Price in Dallas, advised him on IP matters.
But Brandt took the lead in negotiations. "When you are negotiating large amounts of money, or buying or selling a business, it's critical for the decision-makers to be involved in the process," he says.
Brandt says he's an entrepreneurial kind of guy who enjoys applying technology to the real estate business. Before he started 1-800-CashOffer, he had been buying and selling houses for several years and owned a couple companies tied to residential real estate investing. One is FastHomeOffers.com, which connects home sellers with real estate investors through its Web site.
Because the real estate investing industry is fragmented, Brandt came up with an idea to create a company that would provide a national brand for investors. "I created a licensing model where we created a national brand around the phone number 1-800-CashOffer," he says.
1-800-CashOffer clients are real estate investment companies that pay a monthly fee to license the 1-800-CashOffer name in a particular market. It's similar to a franchise, he says. Calls to the toll-free number are routed to the licensees in that market. 1-800-CashOffer also offers training and marketing support to its licensees, plus access to additional leads through FastHomeOffers.com.
"The calls are really just a part of it. The most important thing that we provide is a strong national brand under which they can operate," he says, noting that 1-800-CashOffer vets its licensees and requires them to abide by the company's code of ethics.
Consumers who want to sell their homes quickly -- such as individuals who are behind on their mortgage payments or people who want to dispose speedily of inherited or rental property -- call the toll-free number to get hooked up with real estate investors willing to pay cash, although generally less than the house would sell if listed by a real estate agent.
"It's a quick cash sale that's guaranteed and can close in 14 days or so," he says. "They know they aren't getting top dollar but convenience."
Brandt and a couple employees at his company FastHomeOffers.com did preliminary work on the new company without help from lawyers. In the fall of 2006, Brandt says, they brainstormed for names for the new company and came up with a list of possible word combinations that could be translated into telephone numbers. They ranked them based on how well they described the business, he says.
"1-800-CashOffer was at the top of our list, because it conveys what we do; it immediately conveys I'm going to get a cash offer for my house," Brandt says.
They created a list of about 50 telephone number combinations for 1-800-CashOffer. Brandt says he began to look into acquiring an acceptable phone number and learned that it's not as simple as going to a communications company for a number.
"Most phone numbers are not owned by the phone companies any more," he says.
Using an "incredibly unscientific" process, Brandt says, he and his employees started calling some of the phone numbers on his list. To Brandt's surprise, many of the calls were answered by a recording that referred callers to adult-oriented chat lines. In many cases, to acquire rights to those numbers, Brandt says, he would have had to negotiate with a third-party broker, and "it made us feel uncomfortable."
So, over the course of two or three months in late 2006, Brandt says he narrowed his search down to four or five prospects. He began negotiations with several of the prospects, including one potential seller who wanted $3 million in cash or a "massive" amount of equity in his company, for a toll-free number. That wasn't going to work, Brandt says. Eventually, Brandt began serious negotiations with a Baltimore real estate company known as 1-800-CashOffer. Serendipitously, Brandt notes, the owners of that company were interested in selling that number.
Brandt says he negotiated the broad outline of the acquisition with the Baltimore sellers -- what each side wanted out of the deal and how to transfer the IP -- and they reached an agreement in principle by December 2006.
At that point, Brandt says, he hired Cash to "paper" the deal. Brandt says a friend he had met through an entrepreneurs' organization referred him to Cash.
Also, he used Hosch to ensure that his company secured the trademark registration for CashOffer -- the U.S. Patent and Trademark Office disregards 1-800 -- as a necessary part of the acquisition. Hosch says he advised Brandt during negotiations on IP issues. He says Brandt was buying rights to the trademark to 1-800-CashOffer and any goodwill attached to it.
"The deal was out the door if we couldn't get a clean, registered trademark. Otherwise anybody could go out and say, 'Well, I'm 1-800-CashOffer,' " Brandt says.
Cash says his role was made easier, because Brandt is a sophisticated negotiator who knows how deals work.
"You always want the smartest clients you can get," Cash says. Brandt did most of the negotiating throughout the deal, Cash says, and he and Brandt communicated regularly by e-mail from December 2006 through the closing in March 2007.
"Jeremy had a huge role," Cash says, noting that Brandt is the kind of client who wants to be involved in every negotiation.
"They use you to help navigate the waters, but they chart the course," Cash says in describing a highly involved client like Brandt. "That's Jeremy, and they are fun people to work with."
Lawrence London, the lawyer representing the Baltimore sellers, says he dealt more with Brandt than with Cash as they worked out the details of the acquisition, and he found Brandt "very bright, extremely capable" and totally focused on closing the deal.
"Even in terms of timing, like I said [at a point] "We should be able to close in the middle of next week,' and he said, 'How about this week?' " says London, a partner in Ruben & Aronson in Bethesda, Md.
London says one of the owners of the Baltimore company is Cathy London, and he got the work, because she's his cousin. She had been in the business of buying houses, then renovating and selling them for many years, he says, and she acquired the 1-800-CashOffer number to support that business.
Cathy London did not, before press time, respond to e-mailed questions.
London says the "wrinkle of the transaction" was making sure his clients had clear rights to the telephone number and its trademark before they could sell it to Brandt. One other party was making claims to the number, but the Baltimore sellers cleared that issue up before selling the number to Brandt. The deal was then able to close, because the Baltimore sellers obtained the rights and were able to sell them, London and Brandt say.
"Part of the transaction [between Brandt and the Baltimore sellers] involved a cash payment at closing and the balance was installment payments over time, and the installment payments were secured with the IP transfer," London says.
Brandt declines to reveal the purchase price.
Brandt says 1-800-CashOffer is growing, with licensees in 14 markets, including Dallas and Fort Worth. He says he's used Cash some since the deal closing for contract work.
But Brandt isn't devoting all of his energy to 1-800-CashOffer. By October, Brandt says he will launch another new company called ProHomeDeals.com. The company will sell an online national directory of property listed for sale at a discount, currently a resource unavailable to real estate investors. For that new company, Brandt says he's been able to do the work without lawyers.