Representative Transactions

The Principals of Capital Trustees, LLC have been involved in all types and sizes of  ESOP transactions as independent fiduciaries and trustees.  Additionally, we have served as ongoing trustees to a variety of businesses.  Following is a representative sampling of recent engagements:

Initial ESOP Transactions:

Sale of 100% of Family Business to ESOP

Served as Independent Trustee of a newly formed ESOP of a 50-plus employee industrial equipment distribution company. Transaction involved the sale of 100% of the company stock held by the family members that had founded the business over 3 decades prior.  Negotiated sale price in excess of $9 million, with bank and seller financing, as well as warrants and other synthetic equity to fund the sale.  As a result, the company became 100% S-Corp ESOP.

Minority Interest Sale to ESOP

Engaged as independent trustee of newly established ESOP for a consulting firm. Firm founders sought to reduce their concentration of ownership and diversify assets, while still retaining control of company.  We engaged valuation firm and counsel to negotiate a 30% sale of the company stock to the ESOP for approximately $2.0 million.

Second Stage Transactions:

Manufacturing Company

Acted as independent trustee to ESOP of a precision parts manufacturing company for a second stage transaction.  The five year old ESOP owned 70% of the company, with 30% still owned by original owners and key employees. Company wanted to restructure existing debt, and buy out remaining shareholders and convert to an S-Corp, 100% owned ESOP.  Redemption of stock and subsequent conversion resulted in an 80+ employee company, 100% S Corp ESOP valued in excess of $7.5 million.

Service and Distribution Company

Hired as Independent Fiduciary to internal ESOP Trustee to advise on the redemption of all stock not currently owned by the ESOP, and subsequent conversion to S-Corp status.  Company shares were owned 20% by executive management, and 78% owned by the ESOP.  The remaining 2% was held by 20 employees as part of a benefit plan.  Estimated tax savings by becoming 100% owned S-Corp was in excess of $25 million over 5 years. Benefit plan stock redeemed for cash, while Executive’s stock redeemed for combination of cash, notes and warrants.  Total value of transaction in excess of $30 million, company valued in excess of $150 million.

Sale of Company to Third Party:

Computer Software Company

Engaged as Independent Trustee to represent ESOP participants of in sale of 100% of company assets of computer software company, to a publicly traded company.  Company stock was owned 25% by the ESOP.  As trustee, reviewed all transaction details and valuation, and conducted participant education and pass-through voting. Transaction was approved, and the ESOP participants received in excess of $6.5 million, a substantial premium over value.

Inter-Related Party Sale of Property:

Specialty Supply Company

Served as independent trustee/fiduciary to the ESOP involving the proposed sale real estate to the business. The ESOP is a substantial, but minority shareholder. The property in question was owned by the remaining company shareholders and family members, including the trustee. The management of the company wished to obtain the property, and the owners wished to sell, which could be viewed as self dealing.  In serving as trustee, we hired an independent appraisal of the property to ensure that the transaction was fair and not above market value, and not prohibited. We subsequently had that appraisal reviewed by another accredited professional for “belts and suspenders” purposes.  We also reviewed the transaction to ensure that while the price was below market, that the terms were not more favorable than in an arm’s length transaction.