Anatomy of an EOT Transaction
Before the transaction, the Seller(s) own(s) the shares of the company.
Once an Employee Ownership Trust (EOT) is formed, the Seller sells their company stock to the EOT.
The employees don’t own the stock directly, but are the beneficiaries of the EOT.
In exchange for the shares, the Seller receives the full Fair Market Value of the company. The cash for this transaction will come from the company, not the employees. How?
The Senior Lender (a bank) will finance part of the transaction, offering a loan to the company for the purpose of the sale. The Seller will offer the company a “Seller’s Note”, which is an I.O.U. for the remaining amount to be paid later.
The Senior Lender’s loan has first priority; the company will prioritize repaying the bank.
Once the Senior Lender has been repaid, or the debt significantly paid down, the company can repay the Seller’s Note.