Using Warrants in Leveraged ESOP Transactions

About the Course:

This session provides unparalleled insight into how to use warrants in structuring Employee Stock Ownership Plans (“ESOP”). Business, tax, and legal issues are thoroughly discussed as well as exhibited with several detailed examples.

The following are some of the issues discussed during this session:

  • Use of warrants as equity kickers
  • Similarities and contrasts of warrants and earn-outs
  • The intersection of warrants and subordinated / mezzanine debt
  • Redemption of shareholders
  • Valuation of equity
  • Application of the IRR method to determine value of company at exercise date
  • Put and call options associated with warrants
  • Nuclear penalties that could be imposed by the Internal Revenue Service
  • Significance of Original Issue Discount
  • Reasonableness of dilution from warrants
  • Warrant design protecting S Corp. status
  • Documentation needed to affect warrant / ESOP transactions
  • Timelines and expenses of affecting warrant / ESOP transactions

Course Leader: James G. Steiker, Chairman and CEO of SES Advisors, Inc. & Founding Partner and Chairman, Steiker, Fischer, Edwards &Greenapple, P.C.

Jim is a corporate, pension and tax attorney and financial advisor with more than 25 years of experience in Employee Stock Ownership Plans (ESOPs) and other employee ownership matters, focusing primarily on ESOP design, transactions and compliance in entrepreneurial companies.

Jim is the immediate past Chair of the Finance Committee and currently serves on the Board of Governors of The ESOP Association, a trustee of the Employee Ownership Foundation and a member of the Board of Directors of the National Center for Employee Ownership. He is also a frequent speaker and author on ESOP matters and serves as a director of eight ESOP companies.

Course Length: Approx. 1.0 hours


Purchase Now:

Need help purchasing this course? Please contact Neomi Barazani at 609-919-1895 ext. 100 or at