THE CAPITAL TRUSTEES DIFFERENCE
The important differences between Capital Trustees and other institutional firms are:
We do not have the overhead or bureaucracy that other firms have, so our fees are very competitive.
Our engagements come as a result of referrals we receive from ESOP companies and professional advisors because of our reputation for providing personalized attention, responsiveness to client needs, and reasonable fees.
Sale of 100% of Family Business to ESOP
Served as Independent Trustee of a newly formed ESOP of a 50-plus employee industrial equipment distribution company. Transaction involved the sale of 100% of the company stock held by the family members that had founded the business over 3 decades prior. Negotiated sale price in excess of $9 million, with bank and seller financing, as well as warrants and other synthetic equity to fund the sale. As a result, the company became 100% S-Corp ESOP.
Independent Fiduciary to Advise Internal ESOP Trustee
Hired as Independent Fiduciary to internal ESOP Trustee to advise on the redemption of all stock not currently owned by the ESOP, and subsequent conversion to S-Corp status. Company shares were owned 20% by executive management, and 78% owned by the ESOP. The remaining 2% was held by 20 employees as part of a benefit plan. Estimated tax savings by becoming 100% owned S-Corp was in excess of $25 million over 5 years. Benefit plan stock redeemed for cash, while Executive’s stock redeemed for combination of cash, notes and warrants. Total value of transaction in excess of $30 million, company valued in excess of $150 million.
Sale of Company to Third Party
Engaged as Independent Trustee to represent ESOP participants of in sale of 100% of company assets of computer software company, to a publicly traded company. Company stock was owned 25% by the ESOP. As trustee, reviewed all transaction details and valuation, and conducted participant education and pass-through voting. Transaction was approved, and the ESOP participants received in excess of $6.5 million, a substantial premium over value.
Minority Interest Sale to ESOP
Engaged as independent trustee of newly established ESOP for a consulting firm. Firm founders sought to reduce their concentration of ownership and diversify assets, while still retaining control of company. We engaged valuation firm and counsel to negotiate a 30% sale of the company stock to the ESOP for approximately $2.0 million.
Second Stage ESOP Conversion Transaction
Acted as independent trustee to ESOP of a precision parts manufacturing company for a second stage transaction. The five year old ESOP owned 70% of the company, with 30% still owned by original owners and key employees. Company wanted to restructure existing debt, and buy out remaining shareholders and convert to an S-Corp, 100% owned ESOP. Redemption of stock and subsequent conversion resulted in an 80+ employee company, 100% S Corp ESOP valued in excess of $7.5 million.
Inter-Related Party Sale of Property
Served as independent trustee/fiduciary to the ESOP involving the proposed sale real estate to the business. The ESOP is a substantial, but minority shareholder. The property in question was owned by the remaining company shareholders and family members, including the trustee. The management of the company wished to obtain the property, and the owners wished to sell, which could be viewed as self dealing. In serving as trustee, we hired an independent appraisal of the property to ensure that the transaction was fair and not above market value, and not prohibited. We subsequently had that appraisal reviewed by another accredited professional for “belts and suspenders” purposes. We also reviewed the transaction to ensure that while the price was below market, that the terms were not more favorable than in an arm’s length transaction.
Our fees are designed to further our mission in providing personalized attention and flexibility to client needs at reasonable fees. We do not have the overhead, banking regulations/oversight, or bureaucracy that larger firms have, so our fees are generally less - sometimes substantially less.
Each engagement is custom-priced to provide the best value for the services rendered.
Fees are negotiable. However, we don’t market ourselves as the “cheapest” trustees; rather, we strive to provide the best value for the investment for each of our clients.