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Allivate Employee Ownership Fund (AEOF) - Finance Strategy

SUPPORTING OWNERSHIP TRANSITIONS WHILE PRESERVING YOUR BUSINESS LEGACY

Unlock Liquidity, Preserve Legacy,
Empower Employees - Contact Us*

If you are a privately owned business with 40+ employees in a regional or national market:
  • Looking to retire or reduce your “day-to-day” involvement in your business, but wish to leave your legacy intact, and in the safe hands of your senior team and employees
  • Considering a full or partial transition to an Employee Stock Ownership Plan (ESOP) or other employee ownership structure as part of your business succession plan
  • Needing an additional tranche of capital in addition to the bank debt being raised
  • That has an ESOP holding company seeking an additional layer of capital to invest in acquisitions (or one of its subsidiaries)
  • Needing financing as the Owner/Seller to fill bank financing gaps
  • Who would prefer additional upfront proceeds for the Seller(s) at closing of the transaction, thus reducing the Seller Note tranche
  • Owning an existing ESOP business seeking growth capital or acquisition financing

*Subject to eligibility, credit approval and other due diligence factors

Why choose Allivate?

1
DEDICATED TEAM

Dedicated deal team with extensive experience in ESOP financing and commercial banking - our team has managed over $10B in loan commitments
2
ADVICE AND GUIDANCE

We offer guidance on executing strategic plans and solutions for employees including employee benefits, financial awareness and job quality
3
ESOP FOR OVER 25 YEARS

Our parent company has been an ESOP for over 25 years, with more than 4,000 participants*

*Allivate Impact Capital, LLC, is a subsidiary of Woodforest Financial Group, Inc.

EXAMPLE FINANCING STRUCTURE

BANK DEBT
(WORKING CAPITAL
AND TERM LOAN)		 AEOF
SUBORDINATED LOAN
(TERM LOAN)		 SELLER
NOTE		 TOTAL
FINANCING
40-50% 30-40% Less than or
equal to 30%		 100%
3-5 years 5-7 years 7-8 years

The information presented here does not constitute an offer to sell or a solicitation of an offer to buy interests in any investment fund or other investment vehicle sponsored by Allivate Impact Capital ® or its affiliates or partners. Copyright © 2025 Allivate Impact Capital All Rights Reserved Rev. 2025-0423

APPLICATION CONSIDERATIONS

We are looking for companies with some or all the following:
  • More than 40 employees
  • Long established privately owned business with a strong position in regional or national markets
  • Profitable business generating annual cashflows (adjusted EBITDA) of $2MM or greater
  • Current owner able to remain active in business operations for a transitional period
  • Measurable social impact within your communities (e.g., jobs created/preserved, wealth building for employees)
ESOP footprint

FINANCING FEATURES

  • Conservative financing structures, ensuring business can comfortably meet its financial commitments
  • Subordinated term loan (and other tranches of capital may be considered)
  • Typically secured by company assets
  • Investment Amount: $2-5MM
  • Maturity 5-7 years
  • Fixed rate
  • Interest typically paid quarterly
  • Principal repaid at maturity
  • Redemption premium at maturity or warrant instrument to provide the returns required by the fund
  • Option to make principal payments or prepayments
  • Added value via Board position or Advisory Board position in the company
  • Encourage employee representation at Board level to ensure employee interests are heard
  • Willingness to co-invest with other provider(s) of subordinated capital
  • Consideration will be given to equity investments in non-ESOP broadly-based employee ownership structures
Noelle St. Clair Lentz picture

NOELLE
ST. CLAIR LENTZ

CEO and Managing Director

Email: Noelle@allivate.com

Doug Schaeffer picture

DOUG
SCHAEFFER

Board Chairman and Managing Director

Email: Doug@allivate.com

IMPORTANT NOTICE: The information presented here is being provided by Allivate Impact Capital® LLC (“Allivate”) solely for informational and illustration purposes and does not constitute an offer to sell or a solicitation of an offer to buy interests in any investment, fund or other investment vehicle (a “Fund”) sponsored by Allivate or its affiliates or partners. Any such offer or solicitation will only be made pursuant to confidential definitive offering documents (the “Offering Documents”) delivered to qualified investors and only in those jurisdictions where permitted by law. This information is intended for business entities that are interested in working or developing a business partnership with Allivate.

The business models contemplated herein are speculative, illiquid and involve a high degree of risk. There can be no assurance that the business relationships will achieve their objectives or avoid substantial or total loss. The information contained herein is as of the date indicated and is subject to change without notice. The information contained herein does not contain a complete description of the business relationship contemplated herein or the risks associated therewith.

While some information contained herein has been obtained from various published and unpublished sources considered to be reliable, Allivate does not guarantee its accuracy or completeness and accepts no liability for any direct or consequential losses arising from its use. Thus, all such information is subject to independent verification by the recipients.

The information contained herein should not be construed as financial, legal, tax, accounting or investment advice on any subject matter. Each recipient is urged to discuss any prospective business terms and business relationship with its legal, tax and other advisors in order to make an independent determination of the suitability and consequences of such business terms or business relationship.