Sell-side Services for ESOP Companies

In the event of a sale or restructuring of a company with an ESOP, trustees must consider the best interests of the ESOP’s beneficiaries, or shareholders. Stevens & Lee’s affiliate Griffin Financial Group, a FINRA-licensed investment bank, assists ESOP companies and their trustees in fulfilling their fiduciary duties by optimizing the sale or restructuring process.

If an ESOP company is considering a sale to an outside buyer or has received a bona fide offer from a potential buyer, the trustee has a fiduciary duty to determine that the price and terms of the proposed transaction are fair to the ESOP and that the transaction is prudent. A fairness opinion may provide some comfort to the trustee that the transaction is fair, however there is no better way to assure that the ESOP is receiving maximum value than to engage in a competitive bidding process. Griffin’s process includes:

• Evaluating potential strategic alternatives
• Reviewing historical financial performance with a view toward optimizing adjusted EBITDA
• Preparing models and projections for various alternatives
• Approaching likely buyers in a confidential and competitive process
• Preparing offering materials and assisting management with presentations
• Managing the process with a view towards negotiating a transaction that maximizes take home proceeds for shareholders

By its nature, the competitive bidding process is designed to derive maximum value for shareholders. ESOPs can take advantage of the same tools. Griffin is uniquely positioned to assist ESOP companies in this process. In addition to ESOP experience, our professionals have several hundred sell-side merger and acquisition assignments to their credit.