1. Ownership Transition Overview of 4 Ownership Models: 3 rd Party, Management Buyout, ESOP and Family

2. Overview Identify Why Planning For Ownership Transition Is Important Identify Transition Options Available, And Discuss The Pros And Cons Of Each

3. Ownership Transition Process Understanding That Options Are Available Identifying Appropriate Transition Options Evaluating Those Options Selecting The Right Option

4. Why Plan For Ownership Transition To Determine Whose Interests Need To Be Considered Anticipate Liquidity Issues Facing Owners Reduce Estate Tax Liability Impacts Cash Flow Available For Retirement Impacts Net Amount Available For Heirs

5. Why Plan For Ownership Transition Impacts How You Organize And Operate Your Company – Are You Too Busy Tending To Day To Day Business Proper Planning Will Save Time And Money During A Business Succession Event Issues Apply To All Types Of Business Succession Transactions

6. Mistakes To Avoid Put Off Or Avoid Decisions (Ostrich Approach) Assume Insurance Will Take Care Of Everything Assume All Companies Are Saleable Pre-Conceived Ideas Without Considering All Possible Options Transferring Ownership To The Wrong People

7. When To Start Planning How Early Should You Begin Thinking About Transition Is Now The Right Time To Transfer Ownership Planning Saves Taxes

8. Exit Strategy Considerations Market Conditions Maximization Of Value Sentimental Attachment To The Company, Or To The Employee Base Potential For A Family Member To Manage The Company Are There Family Issues That Need To Be Considered

9. Why Valuation Is Important Critical Component Of Planning Process Provides Business Owners A Reality Check Helps Identify Value Drivers And Value Detractors

10. Internal Transition Options Transition Within The Family Management Buyout Employee Stock Ownership Plan Hire A CEO To Run The Company

11. External Transition Options Third Party Sale Recapitalization Sale of Minority Interest Initial Public Offering

12. Third Party Sale Advantages – Capture Real Value Of Company – Able To Exit The Business Cleanly – Create Career Opportunity For Employees Disadvantages – Lengthy Process – Due Diligence And Negotiation Process Can Be Stressful – Potential Post-Transaction Contingencies

13. Third Party Sale Financial Buyers – Individual Investor – Private Equity Group Strategic Buyers – Related Industry/Sector – Competitor – Portfolio Company Owned By A Private Equity Group

14. Third Party Sale – Strategic Buyers Pros – Synergies Available – High Multiples Available – Do Not Always Need Management Talent – Can Deliver Requirements For Growth (i.e. Capital, Markets, Technology) – Will Often Entertain Earnouts – Provides Career Path For Management And Employees

15. Third Party Sale – Strategic Buyers Cons – Slow To Do A Transaction – Integration Can Be Painful – Do No Expect To Stay Long – Upside In Deal May Be Tied To The Overall Acquirer – Process May Be Painful – Shares In Acquirer May Be Restricted – Employees And Business Can Be Lost

16. Third Party Sale – Financial Buyers Pros – Can Close Deal Quickly – Informal But Quick Responses – Opportunity To Stay Involved And Have Upside – Management And Employees Can Get Options – Business Will Retain Its Identity

17. Third Party Sale – Financial Buyers Cons – Want A High Rate Of Return – Results In A Lower Price – Very Driven – Slow Life Gone – Require Exit Strategy – Possible Loss Of Control – Non Performing Friends And Family Employed Are Threatened

18. Third Party Sale Deal Structure – Merger – Stock Sale – Asset Sale Corporate Status – C Corporation – S Corporation

19. Third Party Sale - Expectations Price Terms Structure Timetable Fees

20. Third Party Sale - Consideration Forms Of Consideration – Stock – Cash – Notes – Combination Buyer Protections – Earnouts – Holdbacks – Escrows – Indemnifications

21. Family Transition Advantages – Keeps Business In The Family – Parents Can Be The Banker Disadvantages – Be Sure Children Can Run The Company – IRS Issues

22. Family Transition Gifting Or Bequests – Family Limited Partnerships (FLPs) – Limited Liability Companies (LLCs) – Closely Held Stock (Voting, Non-Voting) Sale Of Assets Or Stock Transfer To Family Members – Fair Market Value And Terms – Adequate Disclosure – Valuation Discounts

23. ESOPs Advantages – Can Be Done In Stages (Less Leverage) – Transition Of Financial And Management Control Can Be Made Independently – Draws On Pre-Tax Cash Flow – Capital Gains Taxes Deferral Disadvantages – Perceived Complexity – QRP Restrictions

24. ESOPs – Why Sell Begin The Diversification Process Reward Employees For Their Efforts Philosophical Belief In Employee Ownership Take Advantage Of The Tax Benefits Excellent Opportunity For Estate Planning After Transaction Is Completed

25. ESOPs $ $Stock Shareholders Reinvest Qualified Replacement Property Company Lender ESOP

26. ESOPs Loan#1 Repayment #1 Repayment #2 Loan #2 Lender Company ESOP Repayment#3

27. ESOPs Benefits To Shareholders – Ready Market To Sell All Or A Portion Of Their Stock (Always A Stock Deal) – Tax-Free Rollover Of Sales Proceeds – Maintain Control Of Corporation, If Desired

28. ESOPs Benefits To The Company – Increases Productivity – Repay Principal Portion Of Debt With Pre-Tax Dollars – Prepay Loan With Tax Deductible Dividends – Increases Cash Flow – Exclusion Of Federal Income Taxes (S Corporations Only) – Keeps Company Rooted In The Community

29. ESOPs Benefits To Employees – Own A Piece Of The Company And Share In The Company’s Growth At No Cost To Them – Improves Morale – Account Balances Grow Tax Free – Can Diversify Accounts, If Desired

30. Management Buyout Advantages – Uses Corporate Assets And Earnings To Finance The Transaction – Diversification For Shareholders – Continuity Of Management Disadvantages – Balance Sheet Stress – Owner Will Not Receive Highest Price – Management Will Need To Bring In Equity

31. Management Buyout Description Of Ideal Management Buyout Candidate Company – Second Line Management Team In Place – Asset Intensive – Minimal Debt

32. Getting Started Form An Advisory Team Conduct An Ownership Transition Analysis