David Jasmund

E: djasmund@pcecompanies.com

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Contemplating the sale of your business may feel like embarking on a daunting journey, particularly as you attempt to navigate the intricate landscape of exit strategies. Should you seek acquisition by another company, accept a proposal from a private equity group, or sell to an employee stock ownership plan (ESOP)?

To make an informed decision, you’ll need to perform a comprehensive, real-world evaluation of every available option. Rather than focus exclusively on a single strategy, consider adopting a dual-track process that allows you to explore M&A and ESOP options simultaneously.

Read on to discover how a dual-track sale process can benefit you and your company—and why qualified experts like PCE provide the optimal guidance on this nerve-wracking but potentially lucrative journey.

What Benefits Can the Dual-Track Process Offer?

By pursuing an M&A sale process to third party buyers while simultaneously structuring an ESOP, you can rest assured that you’ve diligently considered all potential avenues. This all-encompassing strategy not only dispels lingering doubts about missed opportunities but also guarantees a well-rounded exploration of the following benefits of the dual-track approach.

Increased flexibility. The business landscape is dynamic, with market conditions, internal metrics, and broader economic factors constantly evolving. Relying solely on one exit or liquidity strategy can be restrictive and might not allow for an agile response to real-time insights and market changes. What if the M&A market becomes unfavorable or an acquisition deal falls through? With a dual-track process in place, you can simply shift gears and accelerate the groundwork already laid on the ESOP track.

A powerful bargaining chip. Competition always benefits the seller. Realizing they’re not the only option on the table can stoke a sense of urgency and prompt potential acquirers to offer more favorable terms and conditions, expedite processes, or make other concessions to the benefit of the seller. In essence, the dual-track process creates a competitive environment that puts you one step ahead in negotiations, with a better chance of achieving a deal with optimal value and structure.

Data-driven decision-making. The dual-track approach grounds decision-making in concrete, current market data so you don’t have to base your decision on hypotheticals or textbook assumptions. Assessing actual letters of intent from interested third-party buyers alongside term sheets from ESOP lenders and valuation from a company-specific ESOP feasibility study affords you an apples-to-apples comparison, so your decision to sell is informed, rational, and strategic.

Higher likelihood of closing. Selling your business inherently involves significant stakes and a lot of uncertainty. The dual-track sale process, however, provides you with additional options to accomplish your ownership succession plan and thus a higher likelihood of closing the deal. Even if you encounter hurdles on one path, the parallel track keeps the liquidity event on course, so there’s always a light at the end of the tunnel.

Efficient, timely execution. One might assume that juggling two strategies would be time-consuming, but in reality, the dual-track process is designed for parallel execution. Experienced investment banking teams can seamlessly manage both tracks without demanding any more of your valuable time.

Maximum value. Cost-efficiency, too, is at the heart of the dual-track strategy. Rather than saddling you with proportionally higher fees for the two concurrent processes, the approach offers synergies that keep costs reasonable, making it a win-win for businesses and shareholders looking for maximum value and optimum structure without a hefty price tag.

Diversified risk. In any transition of ownership, the strategic path carries inherent risks, from regulatory hurdles and financial discrepancies to cultural misalignments and many other challenges. Putting all your hopes into a single strategy can expose you to the risk of that path’s specific pitfalls. The dual-track process spreads the risk, so should the M&A track hit an insurmountable roadblock, for example, the ESOP track serves as a contingency. This promise of stability means you enjoy a smoother overall journey.

Why Should You Work With PCE?

Whether you’re at the crossroads of your business exit or just starting to consider your options, the dual-track approach proposes a strategic advantage and a robust framework to guide your journey. Given all the complexities and nuances involved in any liquidity event, however, it’s crucial to align with experts who truly understand both the M&A and ESOP worlds. Here’s why we stand out.

Versatile expertise. Unlike many firms that specialize in just one avenue, we’ve honed our 25 years of investment banking expertise in both traditional M&A transactions and ESOP liquidity strategies. This dual proficiency means we’re not just advisers—we’re strategic partners guiding you through every twist and turn.

Tailored approach. No two businesses are alike. Your goals, industry dynamics, company culture, and myriad other factors have produced a unique company, so your exit strategy requires anything but a cookie-cutter approach. We design our strategies to align with your specific objectives and the market realities you currently face.

Client-centric philosophy. At the heart of our services is a deep commitment to understanding your priorities. We listen, engage, and strive to immerse ourselves in your world, which shapes recommendations that are always in your best interest.

Broad network. Thanks to our extensive industry contacts and relationships, we can connect you with a diverse set of potential acquirers or ESOP structuring experts. These connections often prove invaluable in optimizing outcomes.

Proven track record. Our history of successful transactions in both the M&A and ESOP spaces demonstrates our agility, acuity, and overall expertise. Our clients’ testimonials—and the value we’ve unlocked for them over the years on countless journeys like yours—stand as a testament to our capabilities.


Along the busy highway of exit strategies and liquidity events, the dual-track process emerges as a potent and definitive trail for middle-market companies to follow—one that promises maximum value, unparalleled adaptability, and a definite path to closure, all without breaking the bank or dragging the process out unnecessarily.

As you contemplate this journey toward realizing your company’s intrinsic value, partner with experts who have walked this path again and again. With our blend of deep domain knowledge, tailored strategies, and unwavering commitment to our clients, you can keep your options open until you reach that fork in the road—and then choose the optimal path for you.

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Will Stewart


Will Stewart

Investment Banking | ESOP

Orlando Office

407-621-2124 (direct)


407-621-2124 (direct)

407-621-2199 (fax)