Warehouse & Fullfillment Services


  • LLC valued at $10 million
  • 100% owned by Revocable Family Trust
  • Approximately 160 employees
  • Company specializes in supply chain shipping and receiving


  • Owners want to transition out of the business over the next 3-7 years
  • Transition to management/family
  • Minimize overall tax burden
  • Evaluate future of defined benefit plan
  • Provide estate plan liquidity


  • Convert to an S Corporation and install an ESOP Trust
  • Prior to conversion the LLC paid out previously taxed retained earnings and accounts receivable to members
  • Company borrowed the amount needed to fund the ESOP with seller debt
  • Owners sold 96% of their company stock to the ESOP in exchange for cash and notes o Warrants were issued as part of seller notes exercisable when debt paid off
  • Company will make payments to owners who will hold stock as collateral


  • Over the next 10 years the company will save $17,500,000 in federal and state taxes
  • Selling Shareholder may maintain control and continue to work entering into long term contracts
  • Once senior debt is paid, Selling Shareholder can sell remaining shares to ESOP and convert to 100% ESOP owned S Corp
  • Based on forecast sellers will receive $6,000,0000 when warrants are exercised