Leveraging Employee Stock Ownership – Larry Kaplan

Larry Kaplan, Managing Director at CSG Partners, LLC.

Larry has built the nation’s leading leveraged employee stock ownership plan (ESOP) practice. His expertise in capital structure and ESOP optimization has led to hundreds of successful liquidity transactions and numerous accolades from industry organizations. He is also the owner of Synergy Capital I, LLC, a broker-dealer that provides corporate finance, liquidity and M&A solutions for private companies.

Listen to this informative Private Equity Profits episode with Larry Kaplan about identifying risk factors that can lead to permanent impairment of capital.

Here are some of the beneficial topics covered on this week’s show:

  • Does ESOP give shareholders more after tax value more than private equity?
  • How to determine whether it’s worth exploring an ESOP transaction.
  • Analytics and data that drive the ESOPs recommendations.
  • Employee stock ownership plans and how they are funded.
  • Operating as industry agnostics. Firm philosophy and culture.

Connect with Larry

Email: info@csgpartners.com

website: csgpartners.com

Phone: 212 433 5500

TRANSCRIPT:

Cliff Locks 0:01
Welcome to the private equity profits podcast. I’m Cliff locks your host and with me today is Lawrence Caplan Founder and Managing Partner at CSG partners LLC. Larry has built the nation’s leading leveraged employee stock ownership plan. It’s an Aesop practice and is actively involved in all aspects of csgs investment banking activities. He helps owners of private middle market companies achieve equity monetization, while addressing personal goals such as business continuity, legacy and estate planning. His expertise in capital structures and Aesop optimization has led to hundreds of successful liquidity transactions in numerous accolades, industry organizations. Tell me how you got started, Larry, and what led you to private equity?

Larry Kaplan 0:47
Sure, I was working at a middle market accounting firm in New York in their Consulting Group, doing some general consulting we also have m&a side of our business. And I was working with one young individual that started a company was 34 years old was constantly reinvesting in his business and wanting to sell the company and we had taken the company to market he’d gotten some bids from private equity, a few from strategic and they were really low three, let’s say four to four and a half times Eva Dodd is about 21 years ago. And at the same time, we were doing some work for the garment center company, Bill Blass here that he had passed away and his estate was selling their interest. And I found out they had an employee stock ownership plan, bill actually actually sold a piece of his companies earlier. And he used that money to fund which now I think the name has changed, but was then bill Blass Reading Room at the New York Public Library. And I became interested in the Aesop I knew nothing about it. And I started talking to people that were involved in that Aesop. I spoke to their attorney, and they were telling me the tax benefits that you receive when he sold to the sap. And I knew nothing about that. And I said, That’s amazing. Actually, I said, these tax benefits are really encrypted, you don’t pay capital gains taxes, the company receives tax deductions equal to the sale value. And so I started going around to the partners at this firm, which was an excellent firm, and I started asking them what they knew about Aesop’s and everything that they knew about Aesop’s was completely wrong, because they just didn’t have any of the facts. And these are very smart audit and tax people. And I said, Look, there’s this major disconnect in the marketplace between what’s reality and what this product actually is. And so we then took this company down the road of selling to an iOS app, he got as much money after tax if he would have sold the company. And it became a huge success. Because Three years later, he sold to the software initially for like, value the company was $40,000,000.03 years later, he ended up selling the company for $140 million. He walked away with a ton more money, the employees walked away, I think there are maybe 50 of them with over $40 million. It was a major success. And that’s what led me to say there is this opportunity in the market because business owners don’t understand Aesop transactions, nor do they’re professional advisors, the one that I came across, and that’s how I got started.

Cliff Locks 3:08
I appreciate that. Tell me about your employee stock ownership plans and how they are funded.

Larry Kaplan 3:14
Sure, we like to tell business owners that any doing an Aesop is doing a leveraged buyout of your own company, right, just like a private equity firm is gonna go in, and they’re gonna put some equity to the transaction and go to the capital markets to raise debt to finance the transaction. We’re doing the same thing, right. And initially, we had to educate the banks as to Aesop’s, we had to educate the funds to ethos, we had to educate all parts of the marketplace as to why they should be lending into an Aesop transaction at terms similar to what the private equity firms are doing. And so now we got the same access to the capital markets as a private equity firm doing up and down the markets. Last year, we closed our first high yield leverage bond offering to financing ease up which was we raised over $500 million for that transaction. So we’ve got in and said to these business owners, you could do it and we’re going to help you do it. And that’s where the money comes from. It’s a debt driven transaction. There’s no equity in the deal. But since the owners aren’t paying capital gains taxes when they receive those funds, that’s the equity piece that we’re able to fill in the gap.

Cliff Locks 4:21
Isn’t Aesop give shareholders more after tax value more than private equity?

Larry Kaplan 4:26
Well, a couple of things we’re going to talk about after tax value number one, just from a strict monetary perspective, right when you sell to an ISA, under Section 1042 of the code. When you receive those proceeds, if you reinvest into qualified replacement property similar to a 1031. In real estate, it’s much more flexible. You could defer paying capital gains taxes. As long as you hold that replacement property. There’s a whole industry that’s popped up helping business owners satisfy that qR p requirement, but number one right off the bat, you’re not paying these taxes. And that’s kind of like the great equalization factor with what you’re going to see with the private equity deal. But in addition, right, how does it give them more and this is really, sometimes we go into a transaction and the private equity offers are more than what they’re going to be able to get from selling to an ease up. Most of our deals are done directly, though, with private, family owned businesses. And they could be a business in Des Moines, Iowa, or remote portion of Iowa. And they’re the private employer in that town. So when these companies start looking for liquidity strategy, these employees have been with them. In some cases, since they’ve been in that community since the 19th century. While they want to get the value for the company, getting the absolute maximum last time off the table is not what’s driving most of the people that are doing any stuff. They want value. They want strong value, but they’re also looking at their community and what’s selling to a third party could ultimately do to their community.

Cliff Locks 5:54
Well said, What industries do you serve?

Larry Kaplan 5:56
We’re industry agnostic. So right now we’re probably working on 30 or 40 different transactions. We’re working with companies in the construction industry, manufacturing, distribution, transportation, services and consulting. We’ve got a large medical practice. Aesop transaction right now, you’ve probably done some episodes on the healthcare industry. And we’re offering Aesop’s to medical practices, the same kind of a structure that they’re getting through private equity. They could do it through an Aesop. So you name any attack, we’ve got accounting firms, we’ve been uncertain specialized law firms, you name any type of an industry. And as long as those companies are paying taxes, then Aesop could be an alternative structure for them.

Cliff Locks 6:41
Very interesting. What are you most proud of in your career to date?

Larry Kaplan 6:45
Well, I think in general, we’re both proud of we’ve probably made hundreds, if not 1000s of employees, millionaires through use of putting these up in place. And I’ll just give you one quick story. One of the earlier, Aesop’s, I did turn out extremely well. And it was limited workforce. So most of the most of the top executives at the company when the company was sold four or five years later, walked away with north of a million dollars in their retirement account. And independent of this, I was playing in a casual poker game with my brother in law and some of his friends. And there was one of the guys who I’d never met before who said, Yeah, my wife worked at that a special needs child that really needed a lot of care and it was very expensive. And he said my wife worked at me SATCOM, through the sale of her stock. When the company was sold, she was able to fund the care for the rest of his life through the proceeds that she received from the Aesop. And to me, that was amazing. And we see this time and time again, now that we’re really transforming not just the selling shareholders, right, they’re happy, and they’re getting great deal. But it’s also the people that helped build these companies that are now getting dissipate in capitalism and ultimately sell and get this money. So it’s a nice thing to do very positive.

Cliff Locks 7:59
What is your approach to identifying risk factors that can lead to permanent impairment of capital,

Larry Kaplan 8:04
just like everybody else, right? So anytime we’re going into a company, we’re going to be the liaison between the company and the credit markets. And so we try to do the same type of due diligence and stress testing as any type of private equity firms come into a company and do right, what could happen to impair this company’s future cash flow. And of course, because of the ISA up in the company not paying taxes, they’re always gonna be better off at least there’s some positive cash flow. So when you stress testing and Aesop, even if the company is performing, you know, 50% less, they’re still generating the same after tax cash flows. So you’ve got more buffer in your ability if things go wrong, but it’s the same thing, right? How How big is your order book, how sticky is your clientele, the same kind of stuff that our private equity firms gonna go when we try to analyze and the better companies could get, you know, six, seven times, even puddings that don’t have that, you know that you get two times EBIT, done alone. So it just runs the gamut. And it’s the same analysis than any private equity firm will come in and do. How

Cliff Locks 9:05
do you help clients determine whether it’s worth exploring an Aesop transaction?

Larry Kaplan 9:09
Right, so we do a lot of right. So we’re a very quantitative driven firm, right? So the first thing that we go into a business owner is that we say, look, you have all these other options, right? And which is the best option for you. We’re gonna run financial models, and we do this virtually every day, we’re gonna say, what does an Aesop look compared to private equity day one? What does it look like in years 345? What does it look like and compare it to a strategic value strategic buyer. So we’re running all these different models with different assumptions and then we come through and we work. Normally we’re introduced to these clients through a trusted advisor, whether it’s their accountant, their lawyer, or some other type of their financial wealth manager. And so we’re including them in the process and collectively, they look at it and you also need to include estate planning, all the things that you look at in any type of asset. sale gets incorporated into the analysis very, very positive.

Cliff Locks 10:03
What kind of analytics and data drive the SOPs recommendations? Number one, you

Larry Kaplan 10:09
start with the same thing. So we start with the same base financial models, they would with the private equity, you can have a low growth, moderate growth, high growth case, looking at the cash flow of the business. Is it cashflow intensive? Is it not cashflow intensive, we have to look at factors that lower taxable income such as a cubii deduction, depreciation, and then we look at the company and saying, Okay, how much the bottom line driver with does the E sub really make sense? Higher the taxes that those companies are paying? When I say to companies, they’re usually pass through entities 95% of the time, either an S or an LLC, paying taxes at the personal level? And then we say, okay, when we layer on the ISA, right, how much better off of those companies be? And then we say, how much money Can we borrow, right? What’s the value of the company for Aesop purposes, so all these when we do analysis, it’s usually a 60 page analysis that covers value, capital, raise cost of capital, the ability to pay that down based on various assumptions. So again, it’s a lot of modeling. And that’s where people appreciate the detail that goes into this analytical exercise,

Cliff Locks 11:17
very professional. Describe the culture and philosophy of the firm.

Larry Kaplan 11:22
You know, our culture philosophy is always do the right thing for the client, right. And so number one client comes first, second, and third, always, you know, tell the good news and the bad news, if it makes sense. Let’s go for it. If it doesn’t, it doesn’t, then let’s not waste everybody’s time and, and try to put a square peg in a round hole. Most people at CSG have been with us further, you know, for the last 20 years, when they start coming very few people leave most of our managing directors now they become a Managing Director Emeritus. So even though they’re not working full time anymore, what ex partner who is now in his 80s, and he’s still bringing in business. And so who worked with some of the younger people, they’ll run the deals, and he’ll do it. So we have no stop limit, you know, you could continue working. And then now what we’ve really done over the last five years is bringing a real good core group of younger people that are gonna be the future of this for I think we give the best training. I mean, we know that because a lot of times, historically, they kind of target our employees and take them over the bigger banks. And then sometimes we just hired our new head of capital markets, have worked with us 15 years ago, went to work for the major banks, and then we brought him back in, and he’s been a phenomenal help for us opening up new sources of capital that we could never have touched by ourselves. So that was great.

Cliff Locks 12:39
I’m proud of you and your team a continuity, yeah, and flourishing, and really the doing the training with internal. And then the mentor. I think it’s very, very positive. And I wanted to ask you, what do you love what you do in what do you find most rewarding personally?

Larry Kaplan 12:53
Yeah, so I’m not a normal person. Because I love I mean, I love what I do, right? I mean, we’re working with different business owners in different businesses all around the country. And one thing I really didn’t love was I was on a plane, you know, usually two or three days a week. Now I bow under COVID, I sit here, we’re doing a meeting in Los Angeles, I’m doing a meeting in Phoenix, and I don’t have to travel as much, I enjoy that. But I enjoy working with business owners, right. And I enjoy working with the companies and then seeing them transform, and then seeing the success that comes out of these businesses and how successful they could become and how value how wealth is a tremendous wealth creator, not just for the few people on top, but for all of the employees at the company. And it really is great when you start to see some of these companies in the success they’ve had. Since I’ve been doing this now it’s our 21st year, you know, we see some major, major success stories.

Cliff Locks 13:46
It’s exciting. It’s not just the top sea level, the really it’s the employees at that point. And it’s

Larry Kaplan 13:51
we’ve got, you know, hourly employee workers at companies that have got retirement accounts that are in the seven figures, tremendous, what would be your personal legacy? Well, my personal legacy, just that this see our firm and the work that we’re continuing to do, to see and continue to see that, you know, we’re out here and do more of them. Unfortunately, Aesop’s are, you know, a backwater area of finance, most people don’t know them. So when you look at the benefit they bring versus the amount of market penetration they have. We’re just scratching the surface. My what I would like to see is a company that hopefully this year we’re going to do 25 to 30 of these transactions, but in five years, we’re doing 150 to 200 of these transactions and just to continue what we’re doing but in a bigger, more broad based way. Very positive. I truly appreciate you spending the quality educational time with our listeners today, Larry. Larry, can

Cliff Locks 14:47
I share your contact information with our listeners? Absolutely. You can reach Larry by email at info at CSG partners comm which is spelled info inf o at CSGP ar T and ers.com you can reach Larry by phone at 212-433-5500. Again that’s 212-433-5500 Thank you for our listeners. I look forward to being back with you shortly for another episode of the private equity profits podcast. This show has been produced by market domination, LLC.

Transcribed by https://otter.ai

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