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Understanding ESOPs (Part 4)
It’s important to understand your business model and the various outside factors that can affect the execution of an ESOP transaction.
T his article serves as a continuation of our Understanding ESOPs series, with the first two articles focused on the tangible and intangible benefits of ESOPs. Our third article discussed the importance of planning for a potential ownership transition. This article will focus on the various outside factors that can affect the execution of an ESOP transaction.
Pat Stoltz
WHERE WE ARE IN THE ECONOMIC CYCLE. Generally speaking, the debt that enters the company’s balance sheet with the purpose of transitioning ownership does not directly enhance the company’s operating performance. For this reason, it is important to understand your business model and the outside forces that can have both a positive and negative impact on your business’s performance. While many businesses weather economic cycles very well, some businesses tend to cycle with the economy’s general mood. Here are a few common themes we look for to help mitigate potential negative impacts of movements in the economic cycle: ❚ ❚ The management team has experience navigating
various economic cycles and remain involved post transition ❚ ❚ The business model has a defensible market position ❚ ❚ Interest rate protection is utilized to preserve cash flow in a rising rate environment ❚ ❚ Patient debt behind our senior financing (seller subordinated debt) WHAT IS THE VALUATION MARKET. Because the ESOP trustee (fiduciary) will hire its own financial advisor, it is important for the selling shareholder to understand the potential value on the front end. For this reason, we strongly recommend an
Jim Swabowski
See PAT STOLTZ & JIM SWABOWSKI, page 12
THE ZWEIG LETTER December 9, 2019, ISSUE 1323
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