Table of Contents
Purpose Statement 5
Philosophical Underpinnings of ESOPs 7
Introduction and History of ESOPS 9
Features and Benefits 13
ESOP Misconceptions Debunked 17
Perspective of the Selling Shareholders 19
Mechanics of an ESOP Sale 23
Economics of an ESOP Transaction 29
Valuation Issues 31
Financing and Accounting for ESOPs 37
Cost to Implement and Administer ESOPs 43
Disadvantages of ESOPs 45
Preparing your Company for an ESOP 49
Employees of an ESOP (Eligibility and Equity Alternatives) 51
ESOP vs. Private Equity Sale vs. M&A Sale 53
Alternative ESOP Plays:
Play #1 "Test Drive Your Succession Plan" 69
Play #2 Do Your OWN Private Equity Deal 71
Play #3 Create & Fund Your Family Foundation 73
Play #4 Remove Shareholders & Keep Control 75
Play #5 Obtain 100% Liquidity in an ESOP Sale 79
Play #6 Sell Minority Stake at a Premium 81
Play #7 Buy a Company Using the ESOP 83
Play #8 ESOP for Growth Acquisitions 85
Play #9 Achieving Liquidity Without New Debt 89
Play #10 Handing Down the Family Business 91
Play #11 Change Real Estate to Cash, Tax-Free 93
Role of Investment Bankers / Financial Advisors 95
Conclusion 97