Phoenix International
Enclosed is a tombstone that describes a transaction recently completed by ATICG as Project Manager representing the selling shareholders.
We represented the majority shareholders of Phoenix International, Inc. in a combination equity recapitalization – Employee Stock Ownership Plan. Phoenix is a marine services and underwater engineering company focused on the performance of complex manned and unmanned underwater operations. Worldwide operations include Underwater Ship & Structural Inspection and Repair; US Navy & ABS Certified Underwater Welding; Remotely Operated Vehicle Services; Deep Ocean Search & Recovery; Submarine Rescue; and Engineering Development. Project services typically rely on in-house expertise in diving, one-Atmosphere Diving Suits (ADS,) side scan sonar, and Remotely Operated Vehicles (ROVs) & associated tool systems.
The recap and sale of stock to the Company’s new ESOP and Trust represented 100% of the then outstanding stock. The Company, taxed as a “C” Corporation on the date of sale, gives the sellers the ability to convert stock into liquid assets while deferring the Capital Gain Tax on the sale. This sale of 100% of the stock to the ESOP also provides for substantial corporate tax deductions, allows management to remain involved in the day-to-day operations of the Company, communicates shareholder intent, and gives the managers and employees a common incentive toward improved productivity, profitability and ultimately a higher share value.
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