Structuring M&A and Private Equity Sales Involving Employee Stock Ownership Plans

ESOPs provide an alternative strategy for selling a business. ESOPs allow company owners to achieve various degrees of liquidity for their ownership rights sold in an ESOT transaction—while simultaneously rewarding a broad-based group of employees who will continue to help build the business.

When structuring an ESOT transaction, counsel should consider the advantages and risks of using leveraged ESOPs as an alternative for transitioning ownership. Counsel also must understand the mechanics of structuring a leveraged ESOT transaction as ESOPs are highly regulated and many technical tax and ERISA fiduciary issues need to be addressed to ensure an ESOT transaction that satisfies regulatory, statutory, and case law compliance mandates.

Listen as our authoritative panel discusses the latest developments in the use of leveraged ESOPs as an option to move acquisitions, divestitures and private equity sales. The presenters will discuss the pros and cons of the structure and considerations for counsel when structuring deals with ESOPs.

1. Current trends in use of ESOPs to structure deals
2. Tax advantages of ESOP transactions
3. Non-tax benefits and risks of the ESOP structure
4. Best practices for structuring the transaction

The panel will review these and other key issues:

• What are the latest trends in the use of ESOPs in structuring acquisitions, divestitures and private equity sales and purchases?
• What are the tax and other benefits of using leveraged ESOPs in structuring transactions? What are the downsides of the ESOP structure?
• Can ESOT debt be subordinated to bank debt where seller financing is part of a transaction? If so, how?
• What are the mechanics of structuring a leveraged ESOT transaction?