COMMERCIAL BANKING

ESOP Advisory Group CapabilitiesEMPLOYEE STOCK OWNERSHIP PLANS

MAKING INFORMED DECISIONS FOR YOUR BUSINESS,

EMPLOYEES AND SHAREHOLDERS

Our Qualifications and ExperienceJ.P. Morgan maintains over 1,200 banking relationships with ESOP companies, including over 600 lending relationships, more than any other US bank. Our experience and national focus position us as the provider of choice for companies seeking to maximize the benefits of an ESOP.

Depth of Knowledge

• Deep expertise in analyzing and structuring complex ESOP financings developed over years of involvement in ESOP transactions

• Leadership in ESOP organizations

• Strong relationships with leading ESOP professionals

National Footprint

Collaboration with bankers, underwriters and investment professionals across J.P. Morgan’s national platform, including:

• Commercial Banking

• Investment Banking

• Wealth Management/Private Banking

• Middle Market Financial Sponsors Group and Chase Placements

Technical Leadership

• Involved in complex structuring issues

» New and second stage ESOP transactions

» M&A and corporate finance transactions

• Mature ESOP issues, including repurchase obligation

• Experience with IRS and Department of Labor compliance issues

ESOP Advisory Group CapabilitiesESOP Advisory Group’s unparalleled expertise in ESOP transactions nationally positions J.P. Morgan as an industry leader. J.P. Morgan provides clients with market intelligence, current industry knowledge and best practices, bringing value to our clients throughout the life of the ESOP.

Advise shareholders and companies about ESOP alternatives

Assist clients in navigating complex ESOP structuring issues

Consult and finance new and second stage ESOP transactions

Provide advice regarding M&A and corporate finance transactions involving ESOP-owned companies

Provide advice on mature ESOP issues, including repurchase obligation and regulatory and compliance matters

J.P. Morgan is the Industry Leader in ESOP Financing Activity

Mature ESOPESOP Education

ESOP Advisory

Financing Group TransactionPlanning

TransactionStructuring

Providing optimal solutions to meet your ESOP financing needs

Representative J.P. Morgan ESOP Transactions

The ESOP Advisory Group helps make J.P. Morgan more than just a financing source for ESOP transactions. Our collective experience and depth of knowledge allow us to understand ESOP-related issues on a detailed level and to highlight issues in a true advisory capacity. Below are examples of the added value of working with the J.P. Morgan ESOP Advisory Group.

Transactions Financed Value of the ESOP Advisory Group

Minority ESOP PurchaseAerospace

$68 million

Completed preliminary feasibility analysis and closed this minority ESOP purchase addressing multifaceted ESOP structuring issues

Second Stage 100% S ESOP

Craft BrewerExecuted on a complex ESOP structure with warrants, management equity and seller paper

New C ESOP 1042 Election

Pharmaceuticals

$35 million

Successfully executed on a convertible preferred C ESOP to facilitate preferential capital gains treatment for the seller

ESOP Company Acquisition Engineering

$36.6 million

Addressed the ESOP-related issues in a major acquisition by an ESOP-owned engineering firm of a non-ESOP competitor

Repurchase ObligationLumber

$37 million

Assisted Agent with restructuring of the ESOP’s off-balance sheet repurchase obligation for a company facing financial issues

Regulatory ComplianceMetals

$53 millionIdentified IRS compliance issues with IRC Sec. 409(p) and prevented a major tax violation

ESOP Termination Industrial Mfg.

$15 millionFacilitated a successful transaction to terminate an existing ESOP

For more information, please contact your J.P. Morgan representative or visit jpmorgan.com/cb/esop

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