So kind of the same thing. $375 million has upside when you think about these optimizations and we depicted the $140 million with its $20 million offset upside to sort of get us back to parity with the business we are right now. And that kind of shows you again, the free cash flow potential of who will be going forward of just this domestic oriented business.
Derek Lessard: Okay. That’s all very helpful. And maybe I’ll sneak one last one in just again on your 2023 guide, more specifically on Q4, obviously, you know, big beat this quarter, but revenue and adjusted EBITDA guide you kept unchanged. I don’t, that’s not discontinued ops just yet, right?
Tom Harrington : No, no, no. So that’s normal course, right? So we expect to close on, you know, I think we’ve said 12/31. So that is existing company as is where it is. And look, Derek, to be completely transparent, we have a business in Israel. It hasn’t, you know, it’s performed well through the last crazy four weeks and thus far minimal impact. But frankly, I wanted to have a degree of conservatism here because I don’t know what’s going to happen over the next four or six weeks. We watch it. We’re in contact in real time all the time with the team. So, you know, just hedging against what could be an outcome in Israel. I don’t know. So I don’t want to get, you know, ahead of myself. I certainly don’t want to leave this for the new guy, you know, not properly reflecting what could be.
Derek Lessard: That’s fair, guys. Thanks, Tom. Thanks, David, again. Congrats.
David Hass : Definitely.
Tom Harrington : Derek, I appreciate it.
Operator: Thank you. Your next question comes from Stephen Powers, Deutsche Bank. Stephen, please go ahead.
Stephen Powers: Great. Thanks so much, and Tom, congrats from me as well.
Tom Harrington : Yeah, thanks, Stephen. Appreciate it.
Stephen Powers: Great. Hey, so building on that topic, the transaction topic, I guess. The first thing, Tom, you had mentioned, you use the words in your prepared remarks in slides as well of proceeds from the transaction up to $575. And I just wanted to clarify what might be the variables around that. I mean, if it’s just normal course, closing costs and the like, that’s fine. But if there is any kind of variability in the terms of the deal, that would be helpful to know.
Tom Harrington : No, no, there’s no, if A then B. It is just those last minute closing costs between now and then. So, yeah, we expect to close at $575, but, you know, costs could vary a little bit between now and then. So there’s no trigger that’s up or down or anything to that nature.
Stephen Powers: Great. Okay. And then I guess, maybe, David, if you could clarify a little bit more, just kind of bridging the performance. I guess another way to cut it, what is the EBITDA base of the businesses that remain for sale? Like, what is that EBITDA base from the perspective of a future buyer? Number one, and then I guess netted against that, what’s the stranded corporate cost assumption that you’ve embedded here? I’m having a little hard time parsing that out from the numbers that have been provided.
David Hass : Yeah, understood. So the, obviously on the screen with that same slide that Derek was asking about, there’s about a $95 million step down. Inside that, the residual assets not included with this transaction on an equivalent kind of guide apples-for-apples like value is about $40 million in USD, local currency here. And then there’s about $2 million of stranded North American overhead that gets shipped overseas, basically, if you will, as support costs that comes back and increases the overall corp value to about $35.5 million. And so that’s kind of the bucket, if you will, of the money where we’re trying to seek the optimization across ’24.
Stephen Powers: Okay. Okay, I got it. But from an apples-to-apples basis, you’ve got about a $40 million EBITDA base that remains for sale?
David Hass : That’s correct. Yeah. And, again, we are in active processes to monetize those additional transactions of those entities. But today, obviously, we wanted to talk about the primary and the first transaction that is a major benefit for us to begin the focus here domestically.
Stephen Powers: Okay. That was in my mind but I just wanted to make sure that those conversations, are all in flight. It sounds like they are. Just wanted to confirm it
David Hass : Absolutely. That’s correct. Yes, okay.
Stephen Powers: Very good. Thanks so much.
David Hass : Thank you.
Tom Harrington : Thanks, Stephen. Have a good one.
Operator: Thank you. Your next question comes from Andrea Teixeira, JP Morgan. Andrea, please go ahead.
Andrea Teixeira: Thank you. Good morning. So congrats on the transaction.
Tom Harrington : Thank you, Andrea. Good morning.
Andrea Teixeira: Yeah, good morning. And I had congratulated you on your retirement, so here it goes again.
Tom Harrington : Thank you, you said nice things about me. I remember.
