David Jasmund

E: djasmund@pcecompanies.com

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Embarking on the path of selling your business is a landmark decision laden with complexities, opportunities, and decisions. As a business owner, it's essential to navigate this transition with a strategy that aligns with your long-term vision and the legacy of your enterprise. 

This is where the concept of a dual-track process comes into play, offering a balanced examination of two prominent exit strategies: sale to a third party (strategic buyer or private equity) or formation of an Employee Stock Ownership Plan (ESOP).

This guide explains the dual-track process, presenting it not just as a method but as a journey toward an informed and strategic exit. We will explore the nuances of each option, their synergies, and how they can collectively shape the future of your business and its stakeholders.

The Benefits of the Dual-Track Process

A dual-track process is a strategic approach used by business owners when considering selling their business. It involves simultaneously pursuing two distinct strategies: an M&A sell-side transaction and forming an ESOP. This approach is significant in the context of business exits for several reasons:

Comprehensive Market Evaluation

  • Maximize Value: By running both processes concurrently, owners can compare and potentially maximize the value they receive from the exit. The competitive tension created in the M&A process can lead to higher offers, while the ESOP provides a tax-advantaged baseline valuation that can be leveraged in negotiations.

  • Understand Market Interest: The dual-track process allows owners to gauge interest from both external buyers (in an M&A transaction) and internal stakeholders (in the case of an ESOP). This broader market engagement provides a clearer picture of the demand and value of the business.

Strategic Decision Making

  • Informed Choices: With insights from both the M&A and ESOP processes, business owners can make more informed decisions based on comprehensive data and offers. This reduces the risk of pursuing a single option without fully understanding the potential of the other.
  • Alignment with Goals: Each exit strategy offers different benefits. M&A transactions might provide immediate liquidity and a swift exit, while ESOPs can preserve your business legacy, reduce taxes, and benefit employees. The dual-track process allows owners to evaluate which approach better aligns with their personal, financial, and legacy goals.

Flexibility and Leverage

  • Negotiation Leverage: Having multiple options in play gives business owners leverage in negotiations. The presence of an alternative exit strategy can encourage better terms and offers from interested parties.
  • Flexibility in Execution: The dual-track process does not commit the business owner to a single course of action until a final decision is made. This flexibility is crucial in adapting to changing market conditions or new information that might arise during the sale process.

Risk Mitigation

  • Reduced Risks: By not putting all eggs in one basket, the dual-track process mitigates the risk associated with the failure or suboptimal outcome of a single exit strategy.
  • Market Dynamics: It allows business owners to respond dynamically to market conditions. For instance, if the market for M&A becomes unfavorable, the owner can shift focus to the ESOP route, and vice versa.

Pros and Cons of M&A and ESOP

When considering an exit from a business, understanding the advantages and disadvantages of both M&A and ESOP is crucial for making an informed decision. Here are the highlights of each:




Immediate Liquidity: M&A transactions typically offer immediate cash payouts, providing instant liquidity to the selling business owners.

Higher Potential Sale Price: M&A transactions can often command a higher sale price due to synergies, scale, or strategic value.

Swift Exit: Allows owners to completely exit the business and move on, either immediately or within a relatively short time frame.

Access to Resources: Acquisition by a larger entity often means access to greater resources, capital, and markets, fueling growth for both the business and employee opportunities.

Complex Process: M&A transactions involve rigorous due diligence, negotiations, and potential regulatory hurdles.

Potential Loss of Control or Culture: Post-acquisition, the original business might lose its identity, culture, or operational autonomy.

Employee Impact: Post-acquisition changes in management and strategy may affect employee morale and job security.

Tax Implications: M&A transactions can have complex tax implications. Depending on the deal structure, the sale proceeds may be subject to a combination of capital gains taxes and potentially higher ordinary income tax rates.




Employee Benefits: ESOPs foster a sense of ownership among employees, potentially leading to higher retention, improved recruitment efforts, and greater employee satisfaction.

Tax Advantages to Sellers: An ESOP purchase triggers capital gains taxes on the sale of your shares, but these taxes can be deferred or even eliminated altogether. This is possible under Section 1042 of the Internal Revenue Code (IRC) if you reinvest the sale proceeds in a diversified portfolio of qualified securities.

Tax Advantages to Company: ESOP owned companies benefit from significant tax deductions and typically do not pay taxes on income.

Preservation of Legacy: ESOPs can maintain the company's management, culture, and legacy as the business remains independent.

Flexible Transaction Structure: ESOP transactions can be structured in various ways to meet the financial and strategic needs of the business and the owner.

Lack of Immediate Liquidity: The payout from an ESOP sale often occurs over several years, which might not be ideal for owners seeking immediate liquidity.

Complexity and Cost: Setting up and maintaining an ESOP can be complex and costly, requiring ongoing administration and compliance with regulatory requirements.

Financing the ESOP: The company often needs to borrow funds to finance the ESOP’s acquisition of the shares, which can put a financial strain on the business.

Limited Market: Since the ESOP is the buyer, there’s a limited market for the sale, which might affect the valuation and sale terms.

Both M&A and ESOP have distinct advantages and disadvantages, and the right choice depends on the specific goals, financial needs, and values of the business owner. While M&A offers immediate liquidity and the potential for a higher sale price, it may come with significant tax implications and a loss of the company's original culture. On the other hand, an ESOP can preserve the company's legacy and offer tax benefits, but it may not provide immediate liquidity to the seller and can be complex to set up and maintain.

The PCE Dual-Track Process

PCE's dual-track process eliminates the guesswork by managing both M&A and ESOP processes concurrently under one engagement. Our unique approach expertly navigates the complexities of both M&A and ESOP strategies. This approach is designed to maximize value, provide flexibility, and ensure a thorough exploration of all potential exit routes for business owners. Here’s how PCE handles the dual-track process:

1.    Comprehensive Initial Assessment

Understanding Business Objectives: PCE begins with a detailed assessment of the business owner's goals, including financial, personal, and legacy objectives.

Financial Health Evaluation: A thorough analysis of the company's financial health and market position is conducted to determine its readiness and suitability for both M&A and ESOP transactions.

2.    Parallel Execution of M&A and ESOP Strategies

M&A Strategy Implementation

Preparation of a Confidential Information Memorandum: PCE prepares an in-depth corporate profile highlighting the business's strengths, market position, and potential for growth.

Identification of Potential Buyers: They identify and prioritize potential strategic and financial buyers, creating a broad base of potential suitors.

Competitive Auction Process: PCE orchestrates a competitive auction process to elicit the highest bids and best terms from interested buyers.

ESOP Strategy Implementation

Valuation Compliance: The team conducts a valuation of the company in compliance with the Department of Labor’s ESOP specifications, ensuring fair market value assessment.

Feasibility Analysis: A comprehensive analysis of various ESOP transaction structures, their tax advantages, cash flow to both sellers and the company, and financing options is performed.

Structural Flexibility: PCE tailors the ESOP structure to align with the company’s and the selling owner's specific needs and goals.

3.    Synergistic Benefits and Informed Decision-Making

Enhanced Valuation: The ESOP valuation benefits from the competitive tension and market data generated in the M&A auction process. This ensures that the ESOP valuation is market-aligned.
Informed Choices: Business owners are presented with detailed, comparable outcomes from both tracks, enabling them to make an informed decision based on concrete offers and comprehensive market-driven analyses.

Negotiation Leverage: The dual-track process provides significant negotiation leverage, as the presence of an alternative exit option can often lead to improved terms in both M&A and ESOP scenarios.

4.    Continuous Advisory and Support

Expert Guidance: PCE provides ongoing advisory support throughout the process, helping business owners navigate the complexities of both M&A and ESOP transactions. This guidance is delivered in an unbiased manner, remaining neutral to the final chosen path.

Regulatory Compliance and Due Diligence: The firm ensures that all aspects of the transactions comply with regulatory requirements and that thorough due diligence is conducted.

5.    Conclusion and Transition Planning

Final Decision Making: Upon completion of both processes, PCE assists the business owner in evaluating and deciding on the best course of action.

Transition and Post-Exit Planning: We also offer support in planning the transition, whether it involves a complete exit from the business or a continued role under either sale option.

In summary, PCE’s dual-track process offers a unique, holistic approach that not only maximizes value for the business owner but also ensures that the chosen exit strategy aligns perfectly with your broader goals. This approach combines the immediate market feedback of an M&A auction with the long-term benefits and flexibility of an ESOP, providing a comprehensive, informed path to exiting a business.

Dual-Track Case Study

Selling a highly profitable business requires careful planning and consideration. The following case study explores how PCE helped a design and manufacturing company in the military and aerospace sector navigate a dual-track sales process, ultimately achieving their desired exit strategy through an ESOP.

Company Background

PCE represented a highly successful engineering firm specializing in interconnect systems for the military and aerospace markets. Boasting an impressive 12% annual growth rate and nearly doubled sales in five years, the company attracted potential buyers with unique products, services, and a promising future fueled by rising defense budgets.

Client Objectives

The owners, nearing retirement, sought a complete exit within 18 months with minimal transition hassle. Ideally, they wished to stay on briefly for a smooth handover. PCE's mandate was to maximize valuation and offer options while addressing the owners' concerns about employee financing limitations.

Dual-Track Strategy

PCE recommended a dual-track approach, simultaneously marketing the company to strategic and financial buyers alongside an internal ESOP buyer. This allowed for a competitive bidding process and direct comparison of both paths. PCE addressed the financing concern by demonstrating how an ESOP sale could offer more after-tax value and significant tax benefits for the company.

Client Triumph

The strategy generated multiple offers from strategic buyers, with one exceeding the initial valuation expectations. Despite the enticing offers, the client ultimately chose the ESOP route. The combination of the competitive bidding process and utilizing the capital gains tax-deferral of the ESOP resulted in selling 51% ownership to the ESOP at a price and value to the sellers, which represented 89% of the after-tax proceeds had they accepted their first offer for 100% of the company from a strategic buyer. The remaining shares were later sold to the ESOP, achieving full retirement and efficient tax and estate planning.

FAQ Section: Understanding the Dual-Track Process

Navigating the complexities of exiting your business through a dual-track process can bring up a multitude of questions. Whether you're weighing the benefits of an M&A strategy against those of an ESOP strategy or simply seeking more clarity on how this process unfolds, it's natural to seek answers. In this FAQ section, we've compiled some of the most common inquiries we receive about the dual-track process. Our goal is to provide you with clear, concise answers that will help demystify this strategic approach and assist you in making an informed decision about your business exit strategy.

Q1: What is a Dual-Track Process?
A: A dual-track process involves simultaneously exploring the sale of a business through a sell-side M&A transaction and the formation of and sale to an Employee Stock Ownership Plan (ESOP). This approach allows business owners to compare and contrast the outcomes and benefits of each option in real-time, leading to a more informed decision.

Q2: Why Should I Consider a Dual-Track Process?
A: Considering both M&A and ESOP options concurrently provides a comprehensive understanding of the market value of your business and the potential terms of a deal. It helps in maximizing the value you receive and aligning the exit with your personal and financial goals.

Q3: How Long Does a Dual-Track Process Typically Take?
A: The duration can vary depending on the complexity of your business and the market conditions. Generally, it can take six to nine months to fully execute both processes and reach a conclusion. It’s important to plan accordingly and consult with advisors early in the process.

Q4: Are There Any Specific Industries Where a Dual-Track Process is More Beneficial?
A: The dual-track process can be beneficial across various industries, especially where the business has a strong employee base or where strategic buyers might be particularly interested in acquiring. It's best to consult with experts who understand the nuances of your specific industry.

Q5: Can I Pursue an ESOP and Still Sell to a Strategic Buyer Later?
A: Yes, it's possible. Some businesses establish an ESOP as a transitional phase before eventually selling to a strategic buyer. This requires careful planning and understanding of the long-term implications and goals.

Q6: Is the Dual-Track Process More Expensive Than Choosing One Option?
A: Engaging in both processes can incur slightly more upfront costs due to the need for additional advisory services. However, these costs are usually insignificant and can be offset by the potential for better financial outcomes through a more informed decision.

Q7: Who Can Help Me Navigate the Dual-Track Process?
A: Investment Bankers with experience in M&A and ESOP transactions. They can provide the necessary guidance, market insights, and valuation expertise.

The Informed Decision Advantage

PCE believes that understanding all your liquidity options is crucial for a confident exit strategy. The dual-track process eliminates the risk of choosing blindly and ensures you make an informed decision based on actual data and real-world offers.

Ready to Explore Your Options? Contact us today to discuss your specific situation and learn more about how the Dual-Track Process can equip you for a successful exit.

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