{"id":9854,"date":"2020-10-26T19:00:05","date_gmt":"2020-10-26T23:00:05","guid":{"rendered":"http:\/\/www.irasmithinc.com\/blog\/?p=9854"},"modified":"2020-10-24T14:59:35","modified_gmt":"2020-10-24T18:59:35","slug":"earnout","status":"publish","type":"post","link":"https:\/\/irasmithinc.com\/blog\/earnout\/","title":{"rendered":"EARNOUT DEALS AND INSOLVENCY:  THE BOLD WAY THEY NEED TO INTERSECT DUE TO TORONTO CORONAVIRUS"},"content":{"rendered":"<figure id=\"attachment_9857\" aria-describedby=\"caption-attachment-9857\" style=\"width: 1280px\" class=\"wp-caption aligncenter\"><a href=\"https:\/\/www.google.com\/maps\/dir\/\/bankruptcy+trustee+vaughan\/@43.8035998,-79.5318641,13z\/data=!4m8!4m7!1m0!1m5!1m1!1s0x882b2f0ae005a70f:0x7fde3a2e744a0e1c!2m2!1d-79.5340868!2d43.8075903\" target=\"_blank\" rel=\"noopener\"><img loading=\"lazy\" decoding=\"async\" class=\"size-full wp-image-9857\" src=\"http:\/\/www.irasmithinc.com\/blog\/wp-content\/uploads\/2020\/10\/earnout.jpg\" alt=\"earnout\" width=\"1280\" height=\"720\" data-wp-pid=\"9857\" data-pin-nopin=\"nopin\" title=\"\" srcset=\"https:\/\/irasmithinc.com\/blog\/wp-content\/uploads\/2020\/10\/earnout.jpg 1280w, https:\/\/irasmithinc.com\/blog\/wp-content\/uploads\/2020\/10\/earnout-300x169.jpg 300w, https:\/\/irasmithinc.com\/blog\/wp-content\/uploads\/2020\/10\/earnout-1024x576.jpg 1024w, https:\/\/irasmithinc.com\/blog\/wp-content\/uploads\/2020\/10\/earnout-768x432.jpg 768w, https:\/\/irasmithinc.com\/blog\/wp-content\/uploads\/2020\/10\/earnout-1200x675-cropped.jpg 1200w, https:\/\/irasmithinc.com\/blog\/wp-content\/uploads\/2020\/10\/earnout-150x84.jpg 150w\" sizes=\"auto, (max-width: 1280px) 100vw, 1280px\" \/><\/a><figcaption id=\"caption-attachment-9857\" class=\"wp-caption-text\">earnout<\/figcaption><\/figure>\n<p class=\"ng-scope\"><strong id=\"caret\"><a href=\"https:\/\/www.google.com\/maps\/dir\/43.8304768,-79.5082752\/bankruptcy+trustee+vaughan\/@43.8117097,-79.5412497,13z\/data=!3m1!4b1!4m9!4m8!1m1!4e1!1m5!1m1!1s0x882b2f0ae005a70f:0x7fde3a2e744a0e1c!2m2!1d-79.5340868!2d43.8075903\" target=\"_blank\" rel=\"noopener noreferrer\">The<\/a><a href=\"https:\/\/www.irasmithinc.com\/\">\u00a0<em>Ira Smith Trustee Team<\/em><\/a>\u00a0is absolutely operational and Ira, in addition to Brandon Smith, is readily available for a telephone consultation or video meeting.\u00a0\u00a0We hope that you and your family are safe and healthy.<\/strong><\/p>\n<p><strong>If you would like to listen to the audio version of this Brandon&#8217;s Blog, please scroll to the bottom and click on the podcast.<\/strong><\/p>\n<h2 id='earnout-introduction'  id=\"boomdevs_1\" class=\"ng-scope\"><strong><em>Earnout<\/em>\u00a0introduction<\/strong><\/h2>\n<p class=\"ng-scope\">Our firm has recently started consulting with a business that has been deeply negatively affected by the Toronto coronavirus.\u00a0 I cannot tell you what it is, but I can confirm it is not in the food and beverage industry.\u00a0 Their cash flow budget shows they are going to soon run out of cash.\u00a0 That is bad news.\u00a0 The good news is that they are being courted by a company that wants to acquire them.\u00a0 The purchaser is proposing to pay a certain amount of cash on closing with an\u00a0<em><strong>earnout<\/strong><\/em>\u00a0deal as an upside.<\/p>\n<p class=\"ng-scope\">The question they asked us, and the retainer that we will get, is to review the various options available to the\u00a0<em>target company<\/em>.\u00a0 They want recommendations in case an\u00a0<a href=\"http:\/\/www.irasmithinc.com\/blog\/stalking-horse\/\" target=\"_blank\" rel=\"noopener noreferrer\"><em>insolvency process<\/em><\/a>\u00a0must be used to get either a refinancing deal with their banker or the sale completed.<\/p>\n<p class=\"ng-scope\">We have had a very high-level discussion so far.\u00a0 It was immediately obvious to me that an\u00a0<a href=\"http:\/\/www.irasmithinc.com\/blog\/bankruptcy-trustee-lit\/\" target=\"_blank\" rel=\"noopener noreferrer\"><em>insolvency process<\/em><\/a>\u00a0was not just a potential, it was a necessity.\u00a0 Not because the\u00a0<em>target company<\/em>\u00a0is going to crater tomorrow.\u00a0 Rather, for a different reason.<\/p>\n<p class=\"ng-scope\">The business is currently viable but insolvent.\u00a0 That is the perfect combination in order to do a\u00a0<em>debt settlement plan<\/em>\u00a0combined with a corporate\u00a0<a href=\"http:\/\/www.irasmithinc.com\/blog\/defaulting-on-a-mortgage\/\" target=\"_blank\" rel=\"noopener noreferrer\"><em>debt restructuring<\/em><\/a>.\u00a0 My initial impression was that we can enhance either the refinancing or the sale by doing a\u00a0<em><a href=\"http:\/\/www.irasmithinc.com\/blog\/commercial-rent-relief-canada\/\" target=\"_blank\" rel=\"noopener noreferrer\">corporate restructuring<\/a>\u00a0of debt<\/em>.<\/p>\n<p class=\"ng-scope\">Such a combination will enhance either option because:<\/p>\n<ul class=\"ng-scope\">\n<li class=\"ng-scope\">In a refinancing, the restructuring will allow for a finite amount of money to go towards discharging all of the company&#8217;s unsecured debt, with the majority going to future operations.<\/li>\n<li class=\"ng-scope\">For the sale, the purchaser will not be taking on many liabilities which will allow for a higher negotiated selling price.<\/li>\n<\/ul>\n<p class=\"ng-scope\">You might think that the purpose of this Brandon&#8217;s blog is to focus on\u00a0<em>corporate restructuring,\u00a0<\/em>but it isn&#8217;t.\u00a0 Rather I want to focus on giving a basic primer on\u00a0<em>earnout<\/em>\u00a0deals.<\/p>\n<h2 id='what-is-an-earnout-structure'  id=\"boomdevs_2\" class=\"ng-scope\"><strong>What is an\u00a0<em>earnout<\/em>\u00a0structure?<\/strong><\/h2>\n<p class=\"ng-scope\">An\u00a0<em>earnout<\/em>\u00a0structure is the combination of all the components which add up to the negotiated\u00a0<em>earnout<\/em>\u00a0sales agreement (<em>merger agreement<\/em>\u00a0or\u00a0<em>earnout agreement<\/em>). These elements consist of the purchase price, monetary and\/or operating targets to be met or exceeded, upfront payment, as well as contingent payment.<\/p>\n<p class=\"ng-scope\">The framework of the\u00a0<em>earnout agreement<\/em>\u00a0will have the\u00a0<em>earnout<\/em>\u00a0formula spelled out. The formula and full arrangement will be described in the particular clauses within the\u00a0<i>earnout agreement<\/i><\/p>\n<p class=\"ng-scope\"><em>Earnout clauses<\/em>\u00a0are part of the legal contract between the seller and the buyer.\u00a0 They normally contain 7 essential elements in the\u00a0<em>merger agreement<\/em>: (1) overall acquisition price (2) the amount to be paid on closing (3) what the total potential additional purchase price contingent payment is based on the\u00a0<em>earnout formula<\/em>\u00a0(4) the length of time that the\u00a0<em>earnout<\/em>\u00a0deal applies for (<em>earnout period<\/em>) (5) what the financial and operational targets are (6) how the performance will be measured, and (7) the earnout cash payment formula and time frame each measurement period to make the calculated payment.<\/p>\n<h2 id='why-agree-to-an-earnout-arrangement'  id=\"boomdevs_3\" class=\"ng-scope\"><strong>Why agree to an\u00a0<em>earnout<\/em>\u00a0<em>arrangement<\/em>?<\/strong><\/h2>\n<p class=\"ng-scope\">When the buyer and seller have a difference of opinion on what the purchase\/sale price should be,\u00a0<em>earnout clauses<\/em>\u00a0can bridge that void. It is a way to attempt to negotiate a deal that will be a win for both parties.<\/p>\n<p class=\"ng-scope\">A remedy can be found through\u00a0<em>earnout payments<\/em>. The buyer agrees to a purchase price which includes both a set payment on closing and a variable amount over a defined amount of time. It is computed depending upon the future growth of the\u00a0<em>target business<\/em>. The\u00a0<em>earnout payments\u00a0<\/em>come to be due if the targets (both in performance and time frame) are met by the\u00a0<em>target business<\/em>.<\/p>\n<h2 id='how-does-an-earnout-work'  id=\"boomdevs_4\" class=\"ng-scope\"><strong>How does an\u00a0<em>earnout<\/em>\u00a0work?<\/strong><\/h2>\n<p class=\"ng-scope\">As indicated above, there is an\u00a0<em>earnout formula<\/em>\u00a0in the agreement of purchase and sale.\u00a0 The\u00a0<em>earnout formula<\/em>\u00a0will be based on certain milestones being met in the future over the earnout period.\u00a0 Examples of\u00a0<em>earnout milestones<\/em>\u00a0can include on or more of:<\/p>\n<ul class=\"ng-scope\">\n<li class=\"ng-scope\">sales revenue of brand-new modern technologies or products;<\/li>\n<li class=\"ng-scope\">certain accomplishments with a predefined client base;<\/li>\n<li class=\"ng-scope\">meeting or exceeding specific key financial results; and\/or<\/li>\n<li class=\"ng-scope\">hitting a minimum level of financial performance measured by earnings before interest, taxes, depreciation, and amortization (EBITDA).<\/li>\n<\/ul>\n<p class=\"ng-scope\">It is not uncommon in\u00a0<em>earnouts in m&amp;a transactions,<\/em>\u00a0if the targets are not met, the seller gets absolutely nothing.\u00a0 This is notwithstanding there may have been performance improvement.\u00a0 That is because the\u00a0<em>target business<\/em>\u00a0did not meet the defined milestones. When putting together an\u00a0<em>earnout agreement<\/em>, very close attention must be paid to both the computation and the definitions in the\u00a0<em>earnout clauses<\/em>\u00a0for the earnout payments.\u00a0 The parties must ensure that the language is as clear as it can be. If not, then disputes and probable litigation will be inescapable.<\/p>\n<figure id=\"attachment_9857\" aria-describedby=\"caption-attachment-9857\" style=\"width: 580px\" class=\"wp-caption aligncenter\"><img loading=\"lazy\" decoding=\"async\" class=\"size-large wp-image-9857\" src=\"http:\/\/www.irasmithinc.com\/blog\/wp-content\/uploads\/2020\/10\/earnout-1024x576.jpg\" alt=\"earnout\" width=\"580\" height=\"326\" data-wp-pid=\"9857\" data-pin-nopin=\"nopin\" title=\"\" srcset=\"https:\/\/irasmithinc.com\/blog\/wp-content\/uploads\/2020\/10\/earnout-1024x576.jpg 1024w, https:\/\/irasmithinc.com\/blog\/wp-content\/uploads\/2020\/10\/earnout-300x169.jpg 300w, https:\/\/irasmithinc.com\/blog\/wp-content\/uploads\/2020\/10\/earnout-768x432.jpg 768w, https:\/\/irasmithinc.com\/blog\/wp-content\/uploads\/2020\/10\/earnout-1200x675-cropped.jpg 1200w, https:\/\/irasmithinc.com\/blog\/wp-content\/uploads\/2020\/10\/earnout-150x84.jpg 150w, https:\/\/irasmithinc.com\/blog\/wp-content\/uploads\/2020\/10\/earnout.jpg 1280w\" sizes=\"auto, (max-width: 580px) 100vw, 580px\" \/><figcaption id=\"caption-attachment-9857\" class=\"wp-caption-text\">earnout<\/figcaption><\/figure>\n<h2 id='earnout-milestones-and-the-good-faith-of-the-parties'  id=\"boomdevs_5\" class=\"ng-scope\"><strong><em>Earnout<\/em>\u00a0milestones and the good faith of the parties<\/strong><\/h2>\n<p class=\"ng-scope\">When looking at any contract, there is a basic question.\u00a0\u00a0Does Canadian legislation place a duty on parties to a contract to carry out those duties honestly and in good faith?\u00a0 Must there be\u00a0<em>fair dealing<\/em>\u00a0between the parties?\u00a0 I believe the leading case on this topic is the decision of the Supreme Court of Canada (SCC) in\u00a0<a href=\"http:\/\/canlii.ca\/t\/gf84s\" target=\"_blank\" rel=\"noopener noreferrer\"><em>Bhasin v. Hrynew<\/em>, 2014 SCC 71, [2014] 3 S.C.R. 494.<\/a><\/p>\n<p class=\"ng-scope\">The answer to that question, as decided in that case, was yes.\u00a0 There must be\u00a0<em>fair dealing<\/em>.<\/p>\n<p class=\"ng-scope\">Nonetheless, in doing so, the SCC stated that the buyer does not act in the capacity as a fiduciary for the seller.\u00a0 The court also stated that there is nothing to prevent one party to legitimately obtain an economic benefit from the\u00a0<em>merger agreement<\/em>\u00a0over the other. The court was not asked to, and therefore did not, express any views on if a party goes out to frustrate or prevent a milestone from being met, does that constitute bad faith?\u00a0 It obviously won&#8217;t be fair dealing, but the court did not opine on the issue.<\/p>\n<h2 id='earnout-and-toronto-coronavirus'  id=\"boomdevs_6\" class=\"ng-scope\"><strong><em>Earnout<\/em>\u00a0and\u00a0<a href=\"http:\/\/www.irasmithinc.com\/blog\/toronto-coronavirus\/\" target=\"_blank\" rel=\"noopener noreferrer\"><em>Toronto coronavirus<\/em><\/a><\/strong><\/h2>\n<p class=\"ng-scope\">The\u00a0<a href=\"http:\/\/www.irasmithinc.com\/blog\/how-to-save-money-in-canada\/\" target=\"_blank\" rel=\"noopener noreferrer\"><em>coronavirus pandemic<\/em><\/a>\u00a0has created so much uncertainty in all of our lives.\u00a0 The economy is just one of them.\u00a0\u00a0 It has created a financial crisis for many.\u00a0 Entrepreneurs who had prepared to put their company up for sale in 2020 have been thrown a curveball.\u00a0 Buyers are of course looking to take advantage of the current financial crisis conditions to pay less for a viable business than they would have just 9 or 10 months ago.\u00a0 Sellers want to value their business on a historical average basis so that when the coronavirus financial crisis is over and the economy returns to normal, they will be fairly compensated.\u00a0 Buyers are looking for an advantage based on today&#8217;s economic realities.<\/p>\n<p class=\"ng-scope\">An earnout clause may just be the way to bridge the gap.\u00a0 Perhaps both an earnout and a reverse earnout may be a way to go.\u00a0 The business gets valued on a historical average basis, but part of the purchase price is held in escrow invested.\u00a0 Over the agreed-upon\u00a0<em>earnout period<\/em>, if the milestones are reached, including getting back to historical average earnings, then the earnout is paid out, in whole or part, to the seller.\u00a0 If not, the invested escrow funds are returned to the buyer.<\/p>\n<h2 id='earnout-deals-and-insolvency'  id=\"boomdevs_7\" class=\"ng-scope\"><strong><em>Earnout<\/em>\u00a0deals and insolvency<\/strong><\/h2>\n<p class=\"ng-scope\">In the current situation, we are being retained on, the viable but insolvent company has too much unsecured debt.\u00a0 Nobody is going to offer them new financing in order to pay off old debts.\u00a0 Financing is realistically available for go-forward expenses only.<\/p>\n<p class=\"ng-scope\">The potential purchaser is not going to agree to assume the unsecured debt.\u00a0 The purchaser wants to buy assets of the <a href=\"http:\/\/www.irasmithinc.com\/blog\/target-canada-owes-5-billion-creditors\/\"><em>target business<\/em><\/a>, not the shares.\u00a0 They are going to want to make sure that if they purchase the assets, unsecured liabilities are not going to tag along.\u00a0 They will not want to just rely on common law.\u00a0 They are going to want a court order authorizing the purchase and getting proper title through a vesting order.<\/p>\n<p class=\"ng-scope\">An\u00a0<em>insolvency process<\/em>\u00a0will accomplish both.\u00a0 It will be a debt settlement corporate restructuring.\u00a0 The merger agreement or earnout agreement will give both the seller and buyer certainty.\u00a0 The process will be conducted under either the proposal provisions of the\u00a0<a href=\"http:\/\/www.irasmithinc.com\/blog\/bankruptcy-meaning\/\" target=\"_blank\" rel=\"noopener noreferrer\"><em>Bankruptcy and Insolvency Act<\/em>\u00a0(Canada) (BIA)<\/a>\u00a0or under the\u00a0<a href=\"http:\/\/www.irasmithinc.com\/blog\/insolvency-and-bankruptcy-act-anti-deprivation\/\" target=\"_blank\" rel=\"noopener noreferrer\"><em>Companies&#8217; Creditors Arrangement Act<\/em>\u00a0(Canada)\u00a0(CCAA)<\/a>.<\/p>\n<p class=\"ng-scope\">A portion of the purchase price will be held back and used to create a\u00a0<a href=\"http:\/\/www.irasmithinc.com\/blog\/consumer-proposal-vs-bankruptcy-ontario\/\" target=\"_blank\" rel=\"noopener noreferrer\"><em>proposal fund<\/em><\/a>\u00a0to offer a settlement to the unsecured creditors.\u00a0 If the sale does not take place and the company goes into\u00a0<a href=\"http:\/\/www.irasmithinc.com\/bankruptcy_services.html\" target=\"_blank\" rel=\"noopener noreferrer\">bankruptcy<\/a>, our current assessment is that the unsecured creditors will receive nothing.\u00a0 So, an offer through a restructuring plan to the unsecured creditors will get them a better result than in the bankruptcy of the company.<\/p>\n<p class=\"ng-scope\">With a willing buyer and seller, both in fair dealing with each other to get an\u00a0<em>agreement of purchase and sale<\/em>\u00a0done, I am certain that we will get the\u00a0<em>debt settlement corporate restructuring<\/em>\u00a0done.<\/p>\n<h2 id='earnout-summary'  id=\"boomdevs_8\" class=\"ng-scope\"><strong><em>Earnout<\/em>\u00a0summary<\/strong><\/h2>\n<p class=\"ng-scope\">I hope you have enjoyed this\u00a0<em>earnout deals and insolvency\u00a0<\/em>Brandon\u2019s Blog.\u00a0 Hopefully, you have better insight now into the fact that a sick insolvent company\u2019s business can be saved by doing a sale of its assets to a healthy organization.<\/p>\n<p class=\"ng-scope\">Do you or your company have too much debt? Are you or your company in need of financial restructuring? The financial restructuring process is complex. The\u00a0<a href=\"http:\/\/www.irasmithinc.com\/contact_us.html\">Ira Smith Team<\/a>\u00a0understands how to do a complex restructuring. However, more importantly, we understand the needs of the entrepreneur or the person who has too much personal debt.<\/p>\n<p class=\"ng-scope\">You are worried because you are facing significant financial challenges.\u00a0 It is not your fault that you are in this situation. You have been only shown the old ways that do not work anymore. The\u00a0<a href=\"http:\/\/www.irasmithinc.com\/contact_us.html\">Ira Smith Team<\/a>\u00a0uses new modern ways to get you out of your debt troubles while avoiding bankruptcy. We can get you debt relief freedom.<\/p>\n<p class=\"ng-scope\">The stress placed upon you is huge. We understand your pain points. We look at your entire situation and devise a strategy that is as unique as you and your problems; financial and emotional. The way we take the load off of your shoulders and devise a debt settlement plan, we know that we can help you.<\/p>\n<p class=\"ng-scope\">We know that people facing financial problems need realistic lifeline. There is no \u201cone solution fits all\u201d approach with the <a href=\"http:\/\/www.irasmithinc.com\/contact_us.html\">Ira Smith Team<\/a>.<\/p>\n<p class=\"ng-scope\">That is why we can develop a restructuring process as unique as the financial problems and pain you are facing. If any of this sounds familiar to you and you are serious in finding a solution,\u00a0<a href=\"http:\/\/www.irasmithinc.com\/contact_us.html\">contact the Ira Smith Trustee &amp; Receiver Inc. team today.<\/a><\/p>\n<p class=\"ng-scope\"><a href=\"http:\/\/www.irasmithinc.com\/contact_us.html\">Call us now for a free consultation.<\/a><\/p>\n<p class=\"ng-scope\">We will get you or your company back on the road to healthy stress-free operations and recover from the pain points in your life, Starting Over, Starting Now.<\/p>\n<p class=\"ng-scope\"><a href=\"https:\/\/www.google.com\/maps\/dir\/43.8304768,-79.5082752\/bankruptcy+trustee+vaughan\/@43.8117097,-79.5412497,13z\/data=!3m1!4b1!4m9!4m8!1m1!4e1!1m5!1m1!1s0x882b2f0ae005a70f:0x7fde3a2e744a0e1c!2m2!1d-79.5340868!2d43.8075903\" target=\"_blank\" rel=\"noopener noreferrer\">The<\/a><a href=\"https:\/\/www.irasmithinc.com\/\">\u00a0<em>Ira Smith Trustee Team<\/em><\/a>\u00a0is absolutely operational and Ira, in addition to Brandon Smith, is readily available for a telephone consultation or video meeting.\u00a0\u00a0We hope that you and your family are safe and healthy.<\/p>\n<p><iframe loading=\"lazy\" src=\"https:\/\/www.youtube.com\/embed\/vW90iMaXMPg\" width=\"560\" height=\"315\" frameborder=\"0\" allowfullscreen=\"allowfullscreen\"><\/iframe><\/p>\n","protected":false},"excerpt":{"rendered":"<p>The\u00a0Ira Smith Trustee Team\u00a0is absolutely operational and Ira, in addition to Brandon Smith, is readily available for a telephone consultation or video meeting.\u00a0\u00a0We hope that you and your family are safe and healthy. If you would like to listen to the audio version of this Brandon&#8217;s Blog, please scroll to the bottom and click on [&hellip;]<\/p>\n","protected":false},"author":3,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[4],"tags":[72,1236,4495,4498,4502,4503,4500,4501,4504,4505,94,1064,863,4499,66,4497,4496,4259],"class_list":["post-9854","post","type-post","status-publish","format-standard","hentry","category-brandon-blog-post","tag-corporate-restructuring","tag-debt-restructuring","tag-earnout","tag-earnout-agreement","tag-earnout-clauses","tag-earnout-formula","tag-earnout-payments","tag-earnout-period","tag-earnouts-in-ma-transactions","tag-fair-dealing","tag-insolvency","tag-insolvency-process","tag-ira-smith-trustee","tag-merger-agreement","tag-restructuring","tag-target-business","tag-target-company","tag-toronto-coronavirus"],"_links":{"self":[{"href":"https:\/\/irasmithinc.com\/blog\/wp-json\/wp\/v2\/posts\/9854","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/irasmithinc.com\/blog\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/irasmithinc.com\/blog\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/irasmithinc.com\/blog\/wp-json\/wp\/v2\/users\/3"}],"replies":[{"embeddable":true,"href":"https:\/\/irasmithinc.com\/blog\/wp-json\/wp\/v2\/comments?post=9854"}],"version-history":[{"count":5,"href":"https:\/\/irasmithinc.com\/blog\/wp-json\/wp\/v2\/posts\/9854\/revisions"}],"predecessor-version":[{"id":9861,"href":"https:\/\/irasmithinc.com\/blog\/wp-json\/wp\/v2\/posts\/9854\/revisions\/9861"}],"wp:attachment":[{"href":"https:\/\/irasmithinc.com\/blog\/wp-json\/wp\/v2\/media?parent=9854"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/irasmithinc.com\/blog\/wp-json\/wp\/v2\/categories?post=9854"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/irasmithinc.com\/blog\/wp-json\/wp\/v2\/tags?post=9854"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}