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Suggest questionThis episode is the finale in a three part series discussing the elements of your CIM - confidential information memorandum - to best support your presentation during the site visit with the trustee and valuation firm. This podcast highlights the importance of reviewing the financial information both historical and forecast as well as understanding the working capital. It also delves into discussions around the ESOP transaction so that any potential issues can be clarified within due diligence and prior to negotiations.
Transcript provided by the publisher.
<p><!--block-->Hello again hello I just called to say hello.<br> This is the ESOP guy welcome so much to a journey to an ESOP.<br> So if you are just joining this podcast and it's your very first time welcome.<br> There's plenty of episodes if you're interested this podcast is is been created and designed to help folks to understand the Employee Stock ownership plan process of helping your business convert your business into an ESOP.<br> And it's really designed to give information.<br> On a fragmented basis which just means little pieces at a time so you can start putting it all to putting all the pieces together and hopefully do that in a way that's fun and interesting.<br> And so we're going to pick up where we left off today as we go into the very final episode regarding the management presentations the what we call,<br> confidential information memorandum so we're going to start off with this.<br> <br> [1:18] Cool thing she couldn't even get anyone to come to her own funeral.<br> <br> [1:28] Music.<br> <br> [1:39] A few things before she died Estella wheeled her Fortune to a dear friend Cruella de Vil.<br> <br> [1:46] Music.<br> <br> [2:06] Devil but it's pronounced do things.<br> <br> [2:12] It's spelled devil but it's pronounced DeVille anyway so I'm excited about this because we get to finish up what we started.<br> And I thought this was a perfect.<br> Perfect scene for us to be contemplating the final part of our management presentation that we're were thinking about putting together.<br> For the ESOP process and if we go back into the summary of this really what happens in.<br> In the process of putting together an employee stock ownership plan is we are getting prepared in.<br> The with it for the trustee and for the valuation firm to come to the company's office and typically this happens in the The Boardroom or the you know the location at the company site so we call it a site visit.<br> <br> [3:03] And what we're trying to do in the site visit is were trying to provide the detailed information and part 1 part 2 in this is part 3 part 1.<br> Was entitled Cruella de Vil part 1 where we went into making the presentation about the business industry that they're in and really looking at Trends and.<br> We're trying to pinpoint the actual industry that the business model itself is,<br> part of and how did how this our business kind of function some of its the geography some of it it's like you know the territory of how they do business where they do business.<br> Once you move through the industry overview then you're set up perfectly to talk about the company and the details related to the company so that was Cruella de Vil part 2.<br> And we went into all the all the different things that we're going to want to talk about to explain how the company Works whose leadership is.<br> What are the particular products and services that that company provides who their customers are.<br> What's the breakdown of the customers are they are their customers that are.<br> You know concentrated or the diversification are they Diversified so there's a lot of detail in that and one of the things that keep in mind through part 1 part 2,<br> and of course as we go into part 3 it's going to be the same is that what we're really doing is we're presenting the company.<br> <br> [4:28] In a way that the trustee and evaluation firm.<br> Need to understand and explain how the company operates so you know a lot of ways we can just say hey this is the story of the company.<br> But deeper than that it's not just the story but it's how that story connects to all the parts and pieces of what they're going to need on the trustee and evaluation side,<br> to put together their valuation and really do a good job of understanding that so so that's what part 1 and part 2 is now part 3 we're going to cover today.<br> Is going to finish this out and that's really to get to discuss what's going to go into,<br> the the final part of the presentation which is primarily the financial information and then the real structure of the ESOP how are we looking at structuring the ESOP,<br> and particular issues there again things that we know that they need to know we don't need to waste a lot of time talking about things that are not important but really focus in succeed succinctly look at things that are important so,<br> so that's what we're going to cover today thank you guys so much for listening again if you like the podcast subscribe to it,<br> if you want to check us out on YouTube we've got some of the some of the episodes that we do in interviews go on YouTube so just look at the ESOP guy there.<br> <br> [5:41] And then on our are on our website journey to an ESOP.com you can find all of our episodes so again thank you for tuning in and appreciate everybody continue to listen to our podcast.<br> <br> [5:54] So connecting this to the actual,<br> podcast presentation today so what happens in this scene is that Cruella de Vil kind of shows exactly what happened so she ends up setting this whole thing up where the baroness is going to have this big party.<br> And the thing about Cruella de Vil and this movie is she so genius in terms of not just creating fashion which again I don't care much about but she's genius in strategic planning so she plans this this.<br> Caper to really dupe the baroness into.<br> Getting arrested and she she also connects the the movie really does a great job because at the very beginning of the movie the woman who.<br> Is responsible for Cruella who was Estella,<br> she is super nice very kind gets murdered by the baroness so you immediately as a movie goer or movie Watcher you immediately do not want Justice for,<br> um for for the death of this poor lady who was there as a.<br> One of the maids or whatever that was helping you know this baroness with her house and then she takes the baby and that becomes a Stella who becomes Cruella so she gets murdered and so it Corella devel does is she creates this this great plan where.<br> <br> [7:20] She dupes inner dupes are into actually trying to murder a Stella who<br> actually survives because you kind of parachutes out of it and then explains the whole plot and this is where it becomes connected to our podcast and so the financial side of things starts to click together so she ends up.<br> Manipulating the will of her because the baroness is actually her real,<br> mother and show she is actually willed this whole state and she gives it a Stella who gets it<br> murdered she gives it to this fake person who is karela Deville and so this financial Brilliance comes together which is why we want to talk about finances today<br> in this final episode so she ends up inheriting all the millions and billions of dollars in this business and the house and everything else and that's how she becomes you know,<br> the the next Evil Woman and Cruella de Vil who,<br> um you know kills all the dogs and stuff like that forget that part though anyway so so that's where it connects in financials are very important when you get down to it and when we get down to the idea behind planning your Esau.<br> <br> [8:30] Everything had started on our journey to an ESOP if it's a storyline right everything in the story starts with us thinking about,<br> in interpreting and pulling together the financials and in this part of the presentation what we're really doing is we're now debuting that and,<br> in some ways we're just kind of stating some of the very obvious things so when we're presenting the financials in the management presentation.<br> We're going to go into as much detail as we as we really need to do this we need to.<br> <br> [9:02] Because we're going to specifically be setting the stage for the negotiations when it comes to what we're providing and financial detail,<br> but we're also providing the financial details that are going to be in the data room anyway so some of this is just like hey you guys already have this but we're doing it in the presentation in order to for us to talk about.<br> The financials and pinpoint certain aspects are certain things that the financials themselves are going to bring out that we want to address.<br> And so one of the things about financial history with a company is is there are things that have happened in the bat and the past historically that,<br> when you do just go kind of into the sense of like if I do underwriting which just means I'm taking financials you know like when I was a commercial Banker or a lender or insurance people do this or,<br> you know of course trustees and valuation people they're really underwriting the financials that just means they're understanding how the financials.<br> Financial statements apply to what is the company actually doing from a performance standpoint.<br> <br> [10:05] And a lot of the focus in this is really thinking about how the company produces cash flow right when you think about.<br> Cash is really the focal point of the valuation and then cash is the focal point of how the business is going to pay back.<br> The debt it's going to leverage in an ESOP transaction so how do we create cash is really the question that the financials help us to understand.<br> And so one of the first couple slides that we get into in terms of the presentation on the financial highlights.<br> <br> [10:35] He's going to be going back and taking the snapshot of history now on a very normal basis,<br> under just basic valuation Theory we're going to usually look at a five year history of any company's financial statements why five years,<br> well five years is enough time historically to kind of see and interpret if there's any,<br> any cycles that are happening seasonality or anything that's happened that we want to make sure we captured so a lot of times,<br> it's not just the five years but it's also what the averages are shelling because averages in medians and means and all these statistical types of data collection is going to help us to approximate.<br> And predict what's going to happen in the current and future fiscal periods and so the first step in this is to look at the historical data and we're going to start with historical income statements.<br> And in that historical income statement we're going to restate the summary income statement which includes Revenue cost of goods sold.<br> <br> [11:40] Um obviously gross profit as a part of that General and administrative expenses we're going to break out depreciation and,<br> and then really just get us get us from revenue through the through the income statement all the way down to net income net book income<br> and this is going to be the first down the first thing I'm going to point out in when I review historical income statements for the last five years is hey what is the revenue trend line look like what is what's been happening I'm as my company.<br> Now been steadily growing every year.<br> Is it Ben is it been more volatile than that as it is it Revenue gone up is rubbing to come down fiscal year to fiscal year,<br> hey what happened with with 2020 and 2021 for instance as we think about it right now in 22 relative to covid we have a downturn,<br> why did it go up with covid coming in so so there's some things material events that have happened in,<br> you know affected the company and the revenue Trends are going to be things that were going to be able to kind of talk about that because.<br> <br> [12:42] If your company is going into an ESOP and it's going to predict a strong a very strong forecast.<br> Well and we have a very weak historical Revenue trendline so if we go into a forecast and we're saying hey we're going to have a super strong,<br> growth we're going to go from an average growth in Revenue over the last five years of three to five percent but now we're going to grow to ten fifteen twenty percent well.<br> It might be harder to justify right so we're.<br> <br> [13:14] We're going to present the historical financials but we also already know what we're going to predict in the forecast to so we need to connect the dots as we go here<br> and if our Revenue Trends are very similar to our forecast Trends there's not much more we need to do but if there's a lot of differences between the two then we need to explain<br> what has happened that has made the difference so so kind of keeping my own example that I had come out with if it's been pretty nominal growth,<br> and we're going into higher double-digit growth then and the explanation is a guess what guys we're pretty confident that that we're going to hit those growth targets,<br> because this in this in this have changed so for instance we've been working on this major.<br> For 45 years now we finally got it so that we're going to step up to this next level of Revenue.<br> <br> [14:04] That's very understandable very explainable hey we've been able to expand one client I had where we did an acquisition,<br> you know right before the deal didn't really show in the historical but the acquisition was done and we could show the financial separately of that that acquisition company that gets folded into the new company,<br> um yeah that's going to make sense right so so revenue is a very important part of this we detailed in the company overview,<br> aspects of Revenue creation like Business Development processes,<br> The Proposal process is the pipeline how the company is creating existing revenue revenue with existing customers or how it's creating new Revenue with new customers so we detailed a lot of that that really sets the stage to talk about,<br> you know the composition of Revenue.<br> The other thing about this is to like the diversity of Revenue like how we want to get into you know which we set the stage for in the company overview of how products and services really work.<br> <br> [15:05] In a company where sometimes we have some clients that had where they've had different divisional types of Revenue.<br> And they can you can aggregate the group's we might separate those in this financial statement history to show,<br> what are the trends of those divisional revenues and what's the strength you know so you might have a concentrated division of most of the revenue comes from this one division but we're growing this other division pretty steadily so we want to get into some of the details related to that.<br> <br> [15:36] And then always be thinking about when we're presenting any of the financial stuff is what sort of risks are related to some of the revenue so this would be hey we have a concentration of customers and that's going to be risk that we're going to need to get into in detail.<br> Um<br> If we don't have that then then the what's the risk of legislates legislative issues or things that might affect us externally that might affect our future Revenue,<br> but his story kind of History kind of has strengthened credibility to it so we can always go into that and then set the stage then to talk about the forecast.<br> The second thing we're going to do is talk a little bit about the gross profit and how the company has if it's been consistent consistent gross profit margin.<br> <br> [16:22] Year over year,<br> is it growing is it steady or is it declining what's happening and I'll right now when a cock about gross Rock gross profit,<br> right now a lot of the conversations are going to center around hey what's happening with Supply Chain management you know if inflation is really hitting me hard in my material costs.<br> <br> [16:44] How am I protecting my gross profit historically it may have been great but forecasted in.<br> Gross margins might have be my start to erode,<br> and so some of the things we'll talk about in relationship to the cost of goods sold is going to be how am I protecting my company with with,<br> escalation Clauses in those kind of things so direct labor you know with with also labor being difficult and tight and we're seeing inflation affect labor to so gross margins I think are real key element of,<br> of discussion and the few don't really get on the get those things on the table,<br> early on then they can meet you know definitely going to be talked about so you need to really have a very good understanding of what's Happening how you're controlling those and what you're doing as a business to to Really protect the company.<br> <br> [17:35] Now G and a expenses the next one that we just get into generally you know it's going to be broken out and some detail in the forecast but we just generally want to have a good understanding of the first off the big numbers right so,<br> you know salaries in DNA can be a big number Insurance can be a big number.<br> Technology sometimes now you know just having software different types of software can be a big number so go after the big numbers and,<br> if you if you know in this in this level of detail what I normally do is just kind of give an overview of the trends,<br> but if anything's really gunning is been creeping up or you're seeing some major non-recurring areas that are like hey we had some major legal expenses within GA that are not going to recur I break those out.<br> And be very specific about what was the story related to those types of non-recurring and then that's going to set us up to have you know.<br> <br> [18:30] A discussion on kind of what is net income what's the trend of net income.<br> Before we get there we're probably going to need to just discuss other income so clearly with some companies PP was an other income.<br> So that part of the loan that kind of became income and then got forgiven is really it's just non-recurring so we can clue included in the income statement,<br> and look at that while as like hey wow look at that and then say in the next breath and that's going away because it's non-recurring or not going to actually use that in our analysis at all.<br> <br> [19:04] So once that's done we're going to be able to then talk about the company's normalized adjustments in the normalization adjustments that are going to get us from net income,<br> all the way through to our adjusted ebitda.<br> And really adding back depreciation for instance and interest expense non-recurring other income like pee pee pee there may be some 401K match that we might want to suspend.<br> That would be a net adjustment based on.<br> Hypothetical buyer would have to have some level employment benefit so it's going to be a netted out against that.<br> If there's a change in owner comp there's going to be some add backs there,<br> there might be some again non-recurring type of expenses that we're going to want to detail so so the next real<br> areas just kind of talking about those normalization normalization adjustments usually helps we're going to have in the data room anyways some kind of normal add-back schedule that they're going to be able to detail<br> but we're going to go through the details of that to make sure that the trustee in valuation firm understand what those are and then they can ask questions about the nature of those types of bad backs,<br> if they're really weird,<br> and they're outside of the norm then you really need to have some some detailed and documentation to make sure that those are explained in so that there are are accepted in the process.<br> <br> [20:25] Now that's going to get us again we're focusing in on how does the company create cash flow so that's going to get us closer and closer to cash flow,<br> so then we're going to kind of take the next step and look at.<br> The historical balance sheets and what we're trying to do at the balance sheets is we're going to spread out the multiple years of balance sheets,<br> and provide some Trends related to the company so I what I do is I'll spread out.<br> The historical balance sheet so that we can see hey what what is Cash been doing what is receivables been doing what is inventory been doing if we have those types of accounts what are what are some some,<br> Trends related to those accounts to as we start thinking about,<br> the change in Revenue what are some of the things that the company has had to do maybe on long-term assets that they've invested heavily in equipment what is that what's happening with those accounts.<br> We're going to look into the liability side and the balance sheet again same thing we're going to Trend those and just check out the the management of accounts payable traits payables we're going to look at the usage of lines of credits.<br> Accrued expenses those kind of things and then any of the debt that we might have from a long-term standpoint.<br> <br> [21:40] We're going to reconcile the equity section at that point and look at retained earnings and just see what the what the business is net worth has been so those again those will be good Trends to follow one of the things that we like to do with this part of the balance sheet,<br> is go ahead and get into the average working capital discussion in this part of the program or the part of the presentation which.<br> Needs to be talked about because you are setting the stage to do a negotiation On Target working capital and so with Target working capital.<br> The main thing is that the valuation firm and the trustee are going to in the term sheet they're going to have a number they want to keep on the balance sheet,<br> and we're going to have a number that we think is is really the net Target working up at the company needs.<br> The difference between that number excess or deficit is going to affect our purchase price,<br> so the best thing to do is just spread those financials show the working capital show what the company's been using and then if we have a company that has a lot of excess working capital we're going to want to really understand help them understand why that's excess working capital.<br> Sometimes you know and every company has a different treatment of the balance sheet.<br> <br> [22:50] I've had clients where they are very very conservative and keep a lot of cash.<br> And a lot they keep a lot of excess Assets in the balance sheet they don't they don't take a lot out and every year that kind of builds up and.<br> Even though like with it's a an s-corporation we're going to have this built up AAA account and tax basis.<br> What were we need to do though is bring it back to finance and understand,<br> that the way that this company needs to function is required based on that working capital so so you're going to be able to look at the trends and say that's what they've been able to do and and predict some excess cash excess working capital,<br> at this stage the valuation firm will probably do some type of study in your industry and say on a normal basis your industry would have.<br> X amount of required working capital and use that to anticipate what this working capital is going to be for the negotiations.<br> <br> [23:51] So at this point what we've been able to do is tie talk about the financials historical.<br> And the balance sheet but the next piece we're going to do is spread the cash flow statements and we will break those cash flow statements again if I've got five years of good financial data I'm going to do five years of cash flow statements.<br> Breaking them down by operational cash flows investing and financing so that we can show how the company's not only how the company's net income has flown flowed but also how the cash flows of the company has have flowed over the last five years,<br> and that's going to show us you know and this is just kind of.<br> Did I grass a bit this is going to be a good planning thing for everybody to do in the ESOP planning anyways because you don't want to be sitting in the room.<br> And wondering why this went up in this went down so you really do with your advisor need to vet through those five year history of the financials to go through that because those are the questions that's the information that's going to be analyzed,<br> from the data Room by The valuation firm and it needs to be it needs to be talked about because if there's something in there that that was a little weird.<br> <br> [24:56] You need to detail why and what the circumstances are.<br> And hopefully that was flushed out way early in the ESOP planning it was probably hopefully flushed out in the end and the discussions with the trustees when you were interviewing the trustee so,<br> this shouldn't be there shouldn't be really any surprises to that it should really kind of,<br> mimic and and show what we've been talking about this whole time in the process of doing.<br> So with the cash flow so now we've got all the income statements and all the balance sheets and all the cash flows now we've got a good position to present the forecast.<br> And the forecast really is going to just show it should show the historical.<br> Revenue of the company with the forecasted revenue of the company and usually it's better just to kind of plot on that I usually use this like a graph to plot the historical cash flows whether it's free cash flow or adjusted ibadah.<br> <br> [25:52] On a on a historical basis and then show the trends.<br> <br> [25:57] Forecasted cash flow against the forecasted revenue and so that's going to be a you know a discussion piece in in that you can get into the some of the details,<br> of what makes up the forecast so for instance just like we talked about the historical income statement if the forecast is.<br> Predicated upon Revenue that's being generated by new contracts or a backlog or.<br> You know I knew a new acquisition we're going to go into now in the forecast the breakdown of the revenue if we really need to to show that growth if we're if we're really predicting some substantial,<br> solid double-digit growth we're going to need to really get into why that is true.<br> And and the better we do that in this presentation and the better we do that with documentation that really supports.<br> And provide some credibility to the predictability of that forecast.<br> The more there's going to be a receptive approach to the forecast by the trustee in the valuation firm and not a I'm going to listen to you guys and then we're going to go back to the office and just discount what you guys gave us so we really need to show.<br> That this is very achievable so that we can we don't have to deal with with some of the other outcomes that can happen which is if your forecast is not.<br> Solidly presented where there's enough documentation that shows that shows it's going to hit their then then the trustees going to be in a put into a position.<br> <br> [27:27] Where they're going to really have to require some type of clawback feature in the deal structure or some type of earn-out,<br> structure which means you they could come back and say in the negotiations hey we get it we know that you guys feel pretty confident you're going to hit those numbers but,<br> if you don't then we're going to have to have a purchase price adjustment because we as the buyer are not going to want to put it put our company or an employee stock ownership plan in a in a risk position,<br> we've overpaid and so so just keeping that in mind the.<br> Clearly there are cases where you know aggressive growth is very warranted and you know because the market and things are happening but at the same time.<br> If it's really not going to be real growth.<br> My advice is you need to be comfortable first off first off the selling shareholders that are going to be part of the future need to be comfortable.<br> That the management team needs to be comfortable like this is this achievable is this going to be you know is this possible based on what we've done historically.<br> <br> [28:31] So that's really like that's going back to the forecasted revenue and forecasted cash flow same thing,<br> if there's a major change in the forecasted cash flow which you know.<br> Part of that is of course you know future net income some of that net income some of that new cash flow could have been derived by some of the,<br> add backs that we just that we found in our really truly part of additional cash flow that was coming out of the business that's going to come back in and stay in the business.<br> But if there's if there's efficiencies that are being created in the forecast like within your gross margin or gross.<br> <br> [29:08] Well let's detail what those are like hey we've been able to do this a different way we've come up with a new product or a new process that is creating some efficiencies let's really detail that,<br> to support higher level of gross profit that supports a higher level of net income and cash flow or hey we've been able to find some economies of scale.<br> <br> [29:29] Like one thing that can happen in a forecast it's really true is that we can find if we finally hit the higher Revenue numbers we can count on hold or DNA,<br> because we have the management team in place,<br> we've already got you know infrastructure so as much as we can grow Revenue a big percentage that revenue is going to kind of waterfall spill back down into net income,<br> those are all real things so so all I'm going to say at this point is the more.<br> Um aggressive you are the more you're pushing a higher level of forecast and cash flow the more detailed we need to be in the presentation to really document.<br> And presenting and preparing for that presentation would really kind of help you be,<br> as a management team as an owner group,<br> and as you're selling as your cell site advisor really pull everybody together and really ask the hard questions before you sit in the room and work through those conversations with the trustee in the valuation firm.<br> <br> [30:28] So with all that that's going to be a good concise presentation we're going to follow up as I said that with,<br> in that forecast with other supporting documentation sometimes it's the backlog report,<br> sometimes it's a pipeline report sometimes it's other documents that show contractually how the revenues created in the future but but for the most part that will be enough to help people understand how the company,<br> you know it's going to move forward and really help them to get what they need when they actually sit down and do the the actual underwriting and valuation for the trustee.<br> So the next part is to really detail now the transaction itself so we're now we're finalizing the,<br> you know the presentation and we're pulling it all together and in some of this is just kind of routine in,<br> re documenting maybe things that came out of the deal memo that they already put together but we want to make sure that first off they understand the structure of the company like how is it structured right now.<br> If there's going to be changes to the structure that have to take place whether we're using the 1042.<br> <br> [31:33] And moving from a c to an S what's going to happen relative to that when is it going to happen who's doing it how is that part of the ESOP transaction happening,<br> and then really detailing out the step-by-step part of the transaction like in an event that it's a for instance it's a,<br> it's a partial ESOP sale and we are selling a percentage of the company but we're going to be an s-corporation.<br> We're going to want to maximize the deduction,<br> on the day to valuation or the or the actually would be the day one valuation so we're going to want to talk about how the inside notes going to be,<br> put together and whether the company is going to purchase the stock or the ESOP is going to purchase the stock so we're going to get into some of the details,<br> relative to how the transactions going to be put together now this is going to be a perfect opportunity for the ESOP attorney that's going to be hopefully part of the site visit to be kind of participating in what they're thinking in terms of how the structure is going to be put together.<br> The transaction which should include at this point in the presentation again what is the percentage who are the selling shareholders how much are they selling per you know shareholder.<br> <br> [32:45] How are we incorporating at this point the synthetic Equity if that's going to be used so what are we contemplating relative to warrants and not necessarily the specific.<br> Negotiated internal rate of return on those warrants but what are we contemplating with warrants what are we contemplating with start stock appreciation rights in in general what do we contemplating for any of the management incentive plans,<br> incentives that are going to be available to the Key Personnel in the company we're going to want to talk about at this point the bank financing.<br> If you're at this point in the site visit and you don't and you want to have Bank financing and you don't yet have a term sheet.<br> From any banks that you're working with I would say that's kind of a flag you need to get that done right away because you want to know.<br> Maybe who you're getting closer and closer to the negotiation so you really want to know who the bank's going to be we're going to want to know how much of the of the financing.<br> <br> [33:44] Is the bank going to take on and how much is the as the seller going to.<br> Is the seller going to be taking on so those are going to be important for for the trustee in the valuation firm to understand so they can look at that part of the,<br> of the transaction we're going to want to understand the nature in the transaction with the the leadership group and the owner selling and how much you know what's what is there,<br> post ESOP look like for them in terms of how they're going to interact with the ESOP.<br> Is is from a governance standpoint for instance are they going to be.<br> Participating on the board there will be some level of discussion about the thought process behind how we're.<br> Thinking about the board so we're going to think about and present about the board governance and make sure that there's,<br> some idea about how we're looking at just so the trustee can be understanding that now some of that's already been probably discussed but it's really good to put the whole transaction together in a sense.<br> In this part of the presentation just so that they're there if there are anything that if there's anything in there that needs to be really thought about as a group.<br> <br> [34:57] Early on in the process than that can be that can be discussed and be thought through it also helps the valuation firm to know,<br> what they're what they're going to be going through as far as putting together their valuation work for the trustee and also their fairness opinion,<br> and there's other parts of like how much work they're going to go into doing the calculations related to the warrant shares and then this our shares and again with we have a Redemption,<br> of the stock and we're going to have a day one and a day to price then of course the valuation firm is going to have to do some work related to that so it kind of sets the tone for who's going to do what to so some of that at the very end is kind of logistics.<br> If the ESOP.<br> Attorneys there that's great and if the valuation are the the trustees attorney is in that meeting that's also great too because then there's a there's a sense of also.<br> Collectively how are we going to put this you know on both sides together and so like I said that can be a real helpful thing for,<br> I'm just structuring the ESOP and how what issues and things we're going to be thinking about so,<br> so really those are the main things as they kind of finish and conclude on this the series of episodes related to the SIM,<br> the confidential information memorandum that's really been put together by the sell-side advisor.<br> <br> [36:20] In and really in four parts that I kind of just covered through the first four through these three episodes which includes the in the industry overview the company overview the financial highlights and then the the ESOP transaction.<br> This is going to be a PowerPoint that's going to be able to be shared with the trustee,<br> with the bank and of course it's something that we can always come back to and look at if we if we need to but it's really there primarily to facilitate the discussion and really work through this this site visit,<br> effectively so that everybody gets the answers to the questions that they have.<br> So I hope that was helpful to you and I enjoyed it and I can tell you in the middle of doing,<br> this episode are these the series of episodes I've been I've had multiple Sims that I had to do and multiple site visits,<br> in and also concurrently had a lot of negotiations related to some of those so so it took a little bit of time in between interviews but I really enjoyed that process hopefully it was very helpful for you guys,<br> to think about that but it's definitely something that you should know and understand as part of the ESOP process,<br> and of course as part of the journey to an ESOP so thank you so much for listening today have and I'll see you guys on our next step on this journey to an ESOP.</p>
About Journey to an ESOP & Beyond
ESOPs are gaining traction. In the "Journey to an ESOP & Beyond” podcast, Phillip Hayes explains the process of the ESOP transaction and addresses ESOPs from a business owner’s perspective. The "ESOP Guy" illuminates the simplicity of ESOPs as he debunks common misconceptions that ESOPs are immensely costly and complicated.
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