Roy Farmer

Business Transition Advisors

Business Transition Advisors, Inc. (BTA) does not take a "box store"approach to ESOP analysis and implementation. We take a personalized comprehensive approach to meet the unique goals and objectives of every client by customizing each analysis and plan design incorporating the brightest and best ESOP professionals in their respective fields. BTA takes responsibility for the entire ESOP experience from tire-kicking through employee rollout meetings. BTA gathers the appropriate professionals and presents the client with an "all-in" fee based on the ESOP blueprint as determined in the feasibility study. This approach assures the client is cost-effectively receiving the highest quality, comprehensive services and will not be surprised by costly add-on items. BTA recognizes that each client has its own unique set of circumstances that may be best served by a combination of ESOP professionals based on skill sets, geographical location, specialties, price and personalities. We also know that it is not realistic to have the perfect combination for each client under one roof at any given time. This is why BTA has an extensive team of affiliated professionals. Our holistic planning approach reaches well beyond the basic installation of an ESOP and takes into consideration the total needs and consequences ofthe seller, company, management, employees and community. Our standard consulting services generally include: • Cash flow and debt capacity analysis • IRC§1042 capital gains tax deferral analysis and recommendation. • Estate planning ramifications • Management incentives plans including IRC§409A review • Bonding requirements • ESOP Financing, financing memorandum, selection and negotiation of ESOP loan • Structuring of seller notes • Advanced investment banking techniques including warrants • Repurchase Liability Study and financing analysis • Presentation of customized Employee Communication rollout meetings • Initial IRC§409(p) anti-abuse testing