SPECIALIZED SERVICES FOR

ESOP COMPANIES

As the largest regional accounting firm, we are in

a unique position to effectively serve our clients.

With our corporate headquarters in Pittsburgh,

PA, and a growing office in Columbus, OH, our

firm has concentrated our talent and experience.

This allows us to provide an array of services to

our clients in a seamless manner that promotes

collaboration, sharing of information and ideas, and

development of multi-dimensional solutions.

One PPG Place, Suite 1700Pittsburgh, PA 15222TEL (412) 261-3644FAX (412) 261-4876

www.schneiderdowns.com

REPRESENTATIVE CLIENTS

“We began our platform acquisition company in 2013. Schneider Downs provided full service support to us in acquisition due diligence, strategic tax planning and an integrated financial audit approach, which was instrumental in assisting our growth from one entity to a six-location high-precision machining company.”

Brian K. Murray PresidentPrecision Engineered Technologies

“Schneider Downs’ unique insight was very valuable during a recent acquisition. Thanks to their high attention to detail and knowledge, Schneider Downs provided a vital service to our acquisition team.”

James E. McDonald Chief Financial OfficerRocky Brands, Inc.

“We consider Schneider Downs to be an integral and strategic partner for Black Box. The Business Advisory Group supports key transactions for us and serves as an important supplement to our internal teams. In addition, the members of the team are consistently professional, reliable and are able to anticipate our needs.”

Timothy C. Huffmyer Chief Financial OfficerBlack Box Corporation

TESTIMONIALS

AEROTECHACCUTREX

TIGG

CENTIMARK

BLACK BOX

SNAP-TITE

ROCKY BRANDS ZIPPO HOWARD HANNA

POWEROHM

PENN LINE

ESOP

UNION SPRING

CORPORATE FINANCE

BUSINESS ADVISORY

More than 25 years of experience of ESOP consulting and related services, including:

• ESOPfeasibilityanalysis,includingleveraged and non-leveraged transactions

• ESOPdesignconsultinganddocumentation

• CCorpESOPsandSection1042transactions

• Buy-sideadvisoryservices,includingacquisitions mergers, management buyouts and buy-ins and strategic partnerships and alliances

• Strategicfinancialadvisoryservices,including: » Strategic options advisory » Strategic planning » Owner liquidity and succession » Preparation for sale

• Establishingvaluationrange• Offeringinnovativeideasregardingdeal

structure

• Assist with LOIs, asset or stock purchase agreements

• Develop tax structuring to maximize future tax benefits

• Develop innovative entity structures for liability mitigation

TRANSACTION ADVISORY SERVICESSchneider Downs’ Business Advisory practice helps minimize any unexpected obstacles that could occur with a proposed transaction and helps maximize transaction value. We assist buyers, sellers, investors, private equity firms and lenders in a number of ways, including:

• Financial Due Diligence• Tax Due Diligence • IT Assessments and Diligence• Operational Due Diligence• Deal Analysis and Structuring• Fraud Risk Assessment• Project Management• Employee Benefits Review• Estate and Gift Taxes• Post-Merger Services

ESOP

COMPLEX DEAL STRUCTURING AND

TAX ADVISORY SERVICES

BUSINESS ADVISORY

ESOP/MERGER/TRANSACTION ADVISORY SERVICES

MERGERS AND ACQUISITIONS

• SCorpESOPsandCtoSStrategies• EvaluatingandrestructuringexistingESOPs• Repurchaseliabilitystudies• ESOPadministration,recordkeepingand

compliance services• ExtensiveexperiencewithERISAaudits

• Determiningdimensionfinancialimpactof transaction terms

• Providingreal-timemarketintelligence• Advisoryroleascapitalagent,including:

» Source equity » Source mezzanine and senior debt » Act as liaison to financing

providers » Assisting in transaction structuring

• Actasabuffer,providingmaximumflexibility and leverage and the ability to access decision-makers with credibility and speed

• Review representations and warranties• Incorporate diligence findings into

purchase agreements• Assist with deal negotiations• Modeling of options

BUSINESS VALUATION• Mergers/Acquisitions/Purchase Price

Allocations • Fair Value Reporting Requirements• Buy/Sell Valuations • Intangible Asset Impairment• ESOP Valuations• Stock Option Expense• Bankruptcy• Estate and Gift Tax• Shareholder Value Disputes

BUSINESS VALUATION• Mergers/Acquisitions/Purchase Price

Allocations • Fair-Value Reporting Requirements• Buy/Sell Valuations • Intangible Asset Impairment• ESOP Valuations• Stock Option Expense• Bankruptcy• Estate and Gift Tax• Shareholder Value Disputes

ADDITIONAL BUSINESS ADVISORY SERVICES• Financial Modeling• Compensation Studies• Supply Chain Consulting• Restructuring/ Turnaround Consulting• Litigation Support Services

Don A. Linzer

Don is CEO of Schneider Downs Corporate Finance (SDCF) and CEO of the firm’s Specialty Tax Group.

He focuses on providing mergers and acquisitions and tax advisory services to the firm’s clients. His

transaction expertise encompasses the areas of estate and business succession planning, tax planning for

closely held corporations and S corporations, ERISA, compensation planning, mergers and acquisitions, tax

planning for emerging technology companies and manufacturers, venture capital and partnership taxation.

Schneider Downs Corporate Finance, LP, is a registered broker/dealer. Member FINRA/SIPC.

Peter J. Lieberman

Peter is responsible for managing all aspects of SDCF’s advisory assignments. Prior to joining the firm

in 2006, he was Director in PNC Capital Markets Mergers and Acquisitions Advisory Group, where he

executed advisory assignments for a broad variety of middle-market industrial and consumer businesses.

Areas of substantial industry experience include branded consumer products and food processing, as well

as metals processing and distribution. Schneider Downs Corporate Finance, LP, is a registered broker/

dealer. Member FINRA/SIPC.

Karl W. Kunkle

Karl is a specialty shareholder in charge of the firm’s employee benefits practice and co-managing

shareholder of the firm’s wealth management practice. He is an expert in ESOPs, with special emphasis on

S Corporation ESOPs of closely held businesses; and his group specializes in ESOP administrations. Other

specialties include ERISA fiduciary protection, estate, retirement, personal financial planning and executive

compensation areas. His technical specialization includes the design, documentation administration and

participant investment education for qualified and nonqualified employee benefit programs.

Joel M. Rosenthal

Joel is responsible for the strategic direction and development of the firm’s specialized business advisory

services practice. Over his 30-year career, he has earned a reputation as an insightful consultant in multiple

service areas, including due diligence and transaction advisory services, financial modeling, forensic

investigations, business valuation, inventory management, financing procurement, fraud prevention and

business planning. His experience includes participating in and advising on more than 200 business

transactions on both the buy and sell side. Schneider Downs Corporate Finance, LP, is a registered broker/

dealer. Member FINRA/SIPC.

Thomas G. Claassen

Tomhasmorethan40yearsofexperienceindeliveringaccounting,assuranceandbusinessadvisory

services to both public and privately owned companies. He has extensive experience in providing

management advisory services to businesses in the areas of acquisition analysis and valuation, due

diligence reviews and strategic planning. He oversees the delivery of the firm’s litigation support, business

valuation and forensic accounting services.

ABOUT THE SERVICE TEAM MEMBERS