Helping Your Business-Owner Clients

Capture Liquidity

“There is no bigger risk to my business, and future

growth, and critical client relationships, than a client
selling their business and our firm not being involved.”
-- Multi-billion AUM Investment Advisor

DRAFT
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Confidential
Copyright Rich and Co.
Reducing Your Risks -- Defending Your Assets

As your client’s age, and they must liquefy the value locked in their
businesses, your relationships with them van “go into play.”
If your client’s businesses are sold outright, you risk:
•Investment banks, commercial banks and other financial firms will likely
capture your assets
•Family member’s assets will move away from you
•Pension plan and employee benefit assets and accounts will move away
from you
•Relationships with employees and key executives will be lost

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An Outright Sale is Often Not the Best Option
• Many business owners want and need liquidity, but can’t or don’t
want to sell their businesses outright because:
– Control is lost
– Family member’s involvement in the business can be
diminished or lost
– Of an emotional attachment to business
– They can’t find acceptable buyer
– Banks are not making loans for purchases
– Inherent issues with business (eg, labor problems,
environmental issues)
• An ESOP permits the owner to achieve liquidity without selling
outright
• The owner can retain ownership while also capturing significant
assets

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You Can Use an ESOP to Unlock Assets
in Closely-Held Companies
for Clients and Their Families

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Your Opportunity: Why Take Action Now?

•Soon the largest and most prestigious national and global investments
firms will be aggressively approaching business- owners and your clients with
ESOP programs
•Banks are eager to lend on certain kinds of ESOP transactions
•Awareness of the ESOP opportunities is low now
•Special tax, liquidity and ownership provisions now exist
•There are very few, seasoned and expert ESOP professionals with proven
track-records available – on your own your will likely not find the best
•Only when properly executed, can the ESOP technique deliver little tax or
execution risk

You Lead A Turn-key Team And Solution With Recognized Experts

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Unfreezing Business Liquidity
Owners of closely-held businesses, including C corporations, S
corporations, LLCs and partnerships, face increasing challenges in
optimizing their asset diversification, liquidity and capturing a return on
their life-long business investment:
•Outright business sales are challenged by lending restrictions and
low valuations
•Increasing amounts of value reside in human capital resources and
key executives
•Often business continuation is a critical part of valuation
•Complex and expanding family-member business participation
challenged by tax and business governance factors
•Uncertain estate planning environment
•Self- funding needed for lengthy retirement periods, healthcare,
charitable and life-style financial needs
•Reputation considerations

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Why the ESOP Solution?

An ESOP can:
•Transform some or all of the value of a private business into a
pool of liquid assets
•Which can be invested in a diversified portfolio
•While preserving control over the business.
Family matters and business involvement can be protected and
assured
•The client’s assets can be diversified and structured by the
advisor to meet future personal, business, family and community
However, an ESOP transaction is complex and requires an
experienced and truly expert professional team to
execute and transfer the assets to you

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You Get Another Way You Are Your Client’s
Expert
• You have the proprietary opportunity to bring your clients a
turn-key program to execute the optimal ESOP
• You sit on the “same side of the table” as your client assuring
that the transaction completes successfully and in a timely manner
• You are present at the liquidity event to assure the safety of
your client’s substantial new assets
• You pre-empt competitors: banks, investment bankers, financial
and investment advisors and prevent larger firms from
capturing this transaction and your client’s liquidity

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Protecting Your Clients and Your Assets
• Soon the largest and most prestigious national and global
investments firms will be aggressively approaching business owners
and your clients
• New technology has made it easy and quick to get these kinds of
offers to business owners
• Larger firms are offering additional services and products to drive
ESOP transactions
• They will be offering comprehensive ESOP services to capture the
post-transaction assets for management
• These same firms, e.g., UBS, Morgan Stanley SB, already have or
are crafting proprietary securities designed especially for
capturing and tying up ESOP proceeds

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An Exclusive, Proprietary Opportunity

• This program is proprietary and restricted to only the highest

quality and most responsible, client –centric advisors.
• It requires traveling to Chicago for a day of expert training
and learning (CE credits). You will also be required to submit a
business plan for using these resources
• If accepted for the program, you will have customized turn-key
program for presenting, evaluating and executing ESOP
solutions for your clients
• It is possible to have exclusive access to our turn-key
solution for your key markets
• This can become a unique differentiator for your firm and
deliver a substantial increase in AUM.

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