SPECIALIZED SERVICES FOR
ESOP COMPANIES
As the largest regional accounting firm, we are in a unique position to effectively serve our clients. With our corporate headquarters in Pittsburgh, PA, and a growing office in Columbus, OH, our firm has concentrated our talent and experience. This allows us to provide an array of services to our clients in a seamless manner that promotes collaboration, sharing of information and ideas, and development of multi-dimensional solutions. One PPG Place, Suite 1700 Pittsburgh, PA 15222 TEL (412) 261-3644 FAX (412) 261-4876 www.schneiderdowns.com
REPRESENTATIVE CLIENTS ESOP
ACCUTREX
AEROTECH
CENTIMARK
PENN LINE
CORPORATE FINANCE
TIGG
SNAP-TITE
POWEROHM
UNION SPRING
BUSINESS ADVISORY
ROCKY BRANDS
BLACK BOX
ZIPPO
HOWARD HANNA
TESTIMONIALS “We consider Schneider Downs to be an integral and strategic partner for Black Box. The Business Advisory Group supports key transactions for us and serves as an important supplement to our internal teams. In addition, the members of the team are consistently professional, reliable and are able to anticipate our needs.”
“We began our platform acquisition company in 2013. Schneider Downs provided full service support to us in acquisition due diligence, strategic tax planning and an integrated financial audit approach, which was instrumental in assisting our growth from one entity to a six-location highprecision machining company.”
Timothy C. Huffmyer Chief Financial Officer Black Box Corporation
Brian K. Murray President Precision Engineered Technologies
“Schneider Downs’ unique insight was very valuable during a recent acquisition. Thanks to their high attention to detail and knowledge, Schneider Downs provided a vital service to our acquisition team.” James E. McDonald Chief Financial Officer Rocky Brands, Inc.
ESOP/MERGER/TRANSACTION ADVISORY SERVICES More than 25 years of experience of ESOP consulting and related services, including: •
ESOP
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MERGERS AND ACQUISITIONS • •
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COMPLEX DEAL STRUCTURING AND TAX ADVISORY SERVICES
BUSINESS ADVISORY
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ESOP feasibility analysis, including leveraged and non-leveraged transactions ESOP design consulting and documentation C Corp ESOPs and Section 1042 transactions
Buy-side advisory services, including acquisitions mergers, management buyouts and buy-ins and strategic partnerships and alliances Strategic financial advisory services, including: »» Strategic options advisory »» Strategic planning »» Owner liquidity and succession »» Preparation for sale Establishing valuation range Offering innovative ideas regarding deal structure
Assist with LOIs, asset or stock purchase agreements Develop tax structuring to maximize future tax benefits Develop innovative entity structures for liability mitigation
TRANSACTION ADVISORY SERVICES Schneider Downs’ Business Advisory practice helps minimize any unexpected obstacles that could occur with a proposed transaction and helps maximize transaction value. We assist buyers, sellers, investors, private equity firms and lenders in a number of ways, including: • • • • • • • • • •
Financial Due Diligence Tax Due Diligence IT Assessments and Diligence Operational Due Diligence Deal Analysis and Structuring Fraud Risk Assessment Project Management Employee Benefits Review Estate and Gift Taxes Post-Merger Services
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S Corp ESOPs and C to S Strategies Evaluating and restructuring existing ESOPs Repurchase liability studies ESOP administration, recordkeeping and compliance services Extensive experience with ERISA audits
Determining dimension financial impact of transaction terms Providing real-time market intelligence Advisory role as capital agent, including: »» Source equity »» Source mezzanine and senior debt »» Act as liaison to financing providers »» Assisting in transaction structuring Act as a buffer, providing maximum flexibility and leverage and the ability to access decision-makers with credibility and speed
Review representations and warranties Incorporate diligence findings into purchase agreements Assist with deal negotiations Modeling of options
BUSINESS VALUATION • Mergers/Acquisitions/Purchase Price Allocations • Fair Value Reporting Requirements • Buy/Sell Valuations • Intangible Asset Impairment • ESOP Valuations • Stock Option Expense • Bankruptcy • Estate and Gift Tax • Shareholder Value Disputes
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ABOUT THE SERVICE TEAM MEMBERS
Don A. Linzer Don is CEO of Schneider Downs Corporate Finance (SDCF) and CEO of the firm’s Specialty Tax Group. He focuses on providing mergers and acquisitions and tax advisory services to the firm’s clients. His transaction expertise encompasses the areas of estate and business succession planning, tax planning for closely held corporations and S corporations, ERISA, compensation planning, mergers and acquisitions, tax planning for emerging technology companies and manufacturers, venture capital and partnership taxation. Schneider Downs Corporate Finance, LP, is a registered broker/dealer. Member FINRA/SIPC.
Peter J. Lieberman Peter is responsible for managing all aspects of SDCF’s advisory assignments. Prior to joining the firm in 2006, he was Director in PNC Capital Markets Mergers and Acquisitions Advisory Group, where he executed advisory assignments for a broad variety of middle-market industrial and consumer businesses. Areas of substantial industry experience include branded consumer products and food processing, as well as metals processing and distribution. Schneider Downs Corporate Finance, LP, is a registered broker/ dealer. Member FINRA/SIPC.
Karl W. Kunkle Karl is a specialty shareholder in charge of the firm’s employee benefits practice and co-managing shareholder of the firm’s wealth management practice. He is an expert in ESOPs, with special emphasis on S Corporation ESOPs of closely held businesses; and his group specializes in ESOP administrations. Other specialties include ERISA fiduciary protection, estate, retirement, personal financial planning and executive compensation areas. His technical specialization includes the design, documentation administration and participant investment education for qualified and nonqualified employee benefit programs.
Joel M. Rosenthal Joel is responsible for the strategic direction and development of the firm’s specialized business advisory services practice. Over his 30-year career, he has earned a reputation as an insightful consultant in multiple service areas, including due diligence and transaction advisory services, financial modeling, forensic investigations, business valuation, inventory management, financing procurement, fraud prevention and business planning. His experience includes participating in and advising on more than 200 business transactions on both the buy and sell side. Schneider Downs Corporate Finance, LP, is a registered broker/ dealer. Member FINRA/SIPC.
Thomas G. Claassen Tom has more than 40 years of experience in delivering accounting, assurance and business advisory services to both public and privately owned companies. He has extensive experience in providing management advisory services to businesses in the areas of acquisition analysis and valuation, due diligence reviews and strategic planning. He oversees the delivery of the firm’s litigation support, business valuation and forensic accounting services.