Prairie offers integrated and comprehensive expertise in mergers and acquisitions (“M&A”) and Employee Stock Ownership Plans (“ESOP”). This unique skill set allows us to guide ESOP-owned businesses through a successful M&A sale process while avoiding the pitfalls common to ESOP ownership.
Integrated ESOP Investment Banking Capabilities
Prairie’s extensive knowledge of sell-side M&A, capital markets and ESOP advisory services allows us to anticipate potential ESOP fiduciary concerns and improve the likelihood of a successful sale while selecting the ideal buyer for the company.
Buyer education on ESOP deal issues is critical for a successful sale process as there is often a divergence from what is customary in non-ESOP M&A transactions and what is “allowable” under the Employee Retirement Income Security Act of 1974 (“ERISA”). Having a dedicated team of trusted advisors by your side can give you piece of mind during this milestone transaction.
Circumstances Driving the Sale of an ESOP Company
An ESOP-owned company may entertain the idea of selling the company for a variety of reasons as mentioned below.
- Unsolicited offer
- Non-ESOP majority shareholder
- Market conditions and industry dynamics
- Company-specific issues:
- Management succession issues
- Performance
- Repurchase obligation
- Excessive debt leverage (cash flow issues)
Sell vs Hold Analysis
Business owners often face the challenging decision of whether to sell their business or continue the business with anticipation of future growth. This decision becomes more complex for companies that have ESOPs. Prairie’s unparalleled experience with both ESOPs and the M&A market allow us to provide an independent sell versus hold analysis for these types of situations.
Our comprehensive analysis examines the implications of selling versus holding, weighing the unique risks and rewards of each option. This critical evaluation helps business owners make informed decisions about the best path forward for their company.