Trustees, Valuations, and Fairness Opinions

• In a Transaction:

• The ESOP trustee selects the valuation professional advising the trustee in the purchase of shares

• Relies on the valuation professional to advise the trustee on deal terms

• Engages the valuation professional to perform a fairness opinion

• Fairness opinions, separate from a valuation opinion, is an opinion as to whether the transaction, as a whole, is fair and reasonable from a financial point of view, including price and financial dealings.

• Applies a reasonableness to all financial deal terms

• Gives the trustee protection and gives evidence of the fiduciary standard of care

• Fairness opinions access if deal values are falling within a fair market value range

• Fairness opinions are not deal recommendations: simply provide trustees with insight as to the objectivity of deal terms.