Morgan Lewis Seminars

Structuring and Financing ESOPs in Challenging Economic Times

Thursday, January 21, 2010
07:30 AM - 09:30 AM Eastern Standard Time

Please join us for "Structuring and Financing ESOPs in Challenging Economic Times," a timely and informative seminar presented by Morgan Lewis's Employee Benefits Practice and Comerica Bank.

As businesses continue to face an uncertain economy, employee stock ownership plans (ESOPs) provide investors financial flexibility. This seminar will highlight how businesses can take advantage of investing in an ESOP through a clear understanding of the structuring and funding options available to best suit individual demands.


Erin will lead an open discussion using case studies to examine the liquidity opportunities afforded to privately held companies through the use of an ESOP to effect either a partial or complete liquidation of shareholder(s) interests. She will address ESOPs both in the C corporation and S corporation context and will identify the tax advantages available in each structure. This session will also address the structuring of a subsequent sale of a partially and wholly ESOP-owned entity to a third-party purchaser.

  • Cynthia M. Flake, Senior Vice President, Comerica Bank

Cynthia will illustrate the various funding alternatives used in the creation of an ESOP, and include discussion on refinancing existing ESOP senior debt and seller notes. She will highlight the role of these alternatives in relation to the seller's primary objectives and timelines for transferring control of the business, receipt of sale proceeds, and capital gains tax considerations. This session will include illustrations of typical senior debt structures and a capital markets update on sale multiples and other common measures.

Thursday, January 21, 2010
7:30 a.m.–8:00 a.m. Breakfast and Registration
8:00 a.m.–8:45 a.m. ESOP Transaction Structuring: Implementation through to the Sale Transaction (Erin Turely)
8:45 a.m.–9:30 a.m. Funding ESOP Transactions: Financing, Refinancing, and Capital Market Trends (Cynthia M. Flake)

Morgan Lewis
Wells Fargo Plaza
1000 Louisiana, Suite 4000
Houston, TX 77002
Valet parking (entrance on Lamar)

To register, please respond by January 15, 2010 by using the above registration link or by calling 713.890.5701.