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W W W. M A I N E B I Z . B I Z 5 J U LY 1 4 , 2 0 2 5 Copyright 2025. All rights reserved. Mainebiz® (ISSN# 1530-0749) is published bi-weekly 29 times a year, including special issues published in July, September, October and December by New England Business Media LLC. Periodicals postage paid (USPS# 018-715) at Port land, ME and at additional entry points. Postmaster: Please send changes to: Mainebiz, PO Box 330, Congers, NY 10920-0330. Annual subscriptions are available for $84.00 and include Fact Book and Book of Lists. To subscribe, please visit our website at www.mainebiz.biz, email circulation@ mainebiz.biz or call our circulation department at 845- 267-3008. Mainebiz® accepts no responsibility for unsolicited manuscripts and in general does not return them to the sender. 3 Viewpoints Editor's letter plus Top 10 22 How to build an age-inclusive culture 24 On the Record Further expansion in sight for Portland's Cloudport Coworking 25 In Short Newsworthy people and performances 26 The List Maine's largest hospitals B U S I N E S S M A I N E I N E V E RY I S S U E 6 Made in Maine The side hustle that became a dream 7 Ask ACE How do I expand my reputation as a thought leader? 8 Mainebiz takes home 8 awards for editorial excellence 10 Portland Sea Dogs step up to the plate with new $10M clubhouse A roundup of Maine's business news 6 P H O T O / J I M N E U G E R 24 Learn to leverage ESOPs to drive long-term success and employee satisfaction DEADLINE SEPTEMBER 2 Mainebiz will delve into the dynamic landscape of ESOPs, providing an in-depth analysis and practical insights for businesses considering or currently navigating this unique employee ownership model. IN PAR T NERSHIP WI T H advertising@mainebiz.biz Learn more by emailing PUBLISHED OCTOBER 20 VO L . X X X N O. X X I V § 2 O C T O B E R 2 1 , 2 0 2 4 6 Navigating M&A transactions with key ESOP considerations Setting up an ESOP can present a range of challenges. Here are some solutions. B y T h o m a s F l y n n M ergers and acquisitions are com- plex processes aimed at unlock- ing strategic growth, diversification and synergies. When a company involved is owned by an Employee Stock Ownership Plan, there are addi- tional considerations. †is outlines the essential steps in a standard M&A transaction and highlights important nuances for ESOP-owned companies. Key considerations for M&A transactions Planning and strategy devel- opment: M&A starts with iden- tifying strategic goals. Buyers must clearly define the rationale for acqui- sition — which may include expan- sion, acquiring new technology, or achieving synergies. Sellers need to prepare their company, ensuring finan- cial and operational data is ready to maximize valuation. Clear alignment on both sides helps drive the process. Solution: Develop a comprehen- sive strategic plan that aligns with both your short-term and long-term goals. Due diligence: This phase involves a thorough review of the target company's financials, legal obli- gations and operations. Buyers need to assess any hidden liabilities or risks that could impact the deal. ESOP- owned companies require additional scrutiny, particularly around employee ownership and benefits. Solution: Conduct a detailed due diligence process, focusing on both financial health and employee-related obligations if an ESOP is involved. Valuation and negotiation: Valuing a target company is a criti- cal part of the M&A process, often based on projected cash flows, com- parable companies and market posi- tion. ESOP-owned companies add complexity because valuation must account for the interests of employee shareholders. Ensuring the ESOP structure aligns with both compa- nies' financial goals is vital. Solution: Consider tools like earn-outs or seller financing to bridge valuation gaps, especially in ESOP scenarios. Deal structuring and integra- tion: †e choice between an asset purchase and a stock purchase sig- nificantly affects the legal and tax structure of the deal. Asset purchases allow buyers to selectively acquire assets, while stock purchases trans- fer ownership of the entire company. For ESOP-owned companies, stock purchases are often preferred for con- tinuity of employee ownership. Post- merger integration requires care- ful planning, particularly to main- tain ESOP benefits and compliance. Solution: Choose the most appropriate transaction structure (asset vs. stock) based on financial and operational needs, considering ESOP obligations. Post-merger considerations: After the transaction, integrating both companies' cultures, operations and systems is critical. For ESOP-owned companies, employee shareholders have a vested interest in the compa- ny's future, so communication dur- ing integration is key to maintain- ing morale and ensuring a smooth transition. Solution: Develop a post-merger integration plan that addresses employee concerns and maintains organizational morale. ESOP-specific challenges ESOPs introduce unique consid- erations in M&A transactions. Buy- ers must understand ESOP struc- tures and ensure compliance with regulations. Sellers need to priori- tize employee interests, and trustees play a key role in ensuring fiduciary duties are met. An ESOP-specific advisor is essential to navigating the particular challenges and opportuni- ties presented by an M&A transaction involving an ESOP-owned company. Key ESOP considerations: • Evaluate how the transaction affects employee ownership and benefits. • Ensure fiduciary duties are upheld, especially regarding trustees in stock sales. • Use seller financing or earn-outs to bridge valuation gaps. • C l e a r l y c o m m u n i c a t e t h e implications of the transaction to employees. Careful planning M&A transactions, especially those involving ESOPs, require care- ful planning and consideration. From setting strategic goals and conduct- ing due diligence to managing post- merger integration, it's crucial to nav- igate the unique considerations of ESOPs. By addressing key ESOP- related nuances, both buyers and sell- ers can achieve successful outcomes while protecting employee interests. Given the complexities and unique challenges associated with mergers and acquisitions, particularly when an ESOP is involved, it is crucial to consult with subject matter experts. Whether you are considering sell- ing your business with or without an ESOP, engaging experienced pro- fessionals will help you navigate the intricate legal, financial, and opera- tional considerations, ensuring the best possible outcome for all stakeholders. Speak with qualified advisors today to ensure your business decisions are well-informed and strategic. Thomas Flynn is the COO of Bellview Associates and previously worked in private equity and credit. He can be reached at thomas@bellviewassociates.com E S O P P R O F I L E S P O N S O R E D C O N T E N T E S O P P RO F I L E S 7 of responsibility and pride. ey are owners consistently working to deliver e Dennis Difference, which from the outside looks like personalized solutions and premium products for each customer's need. For our employee-owners it means we are deeply committed to creating meaningful connections with customers, ensuring that each interaction is personal and that every customer feels valued. Employee testimonial or quotes: "We talk to each other all the time, and that turns everyday stuff into shared experiences, which really does put a sense of empathy at the heart of everything we do." — Mario Tribuzio, District Sales Manager "We celebrate a vibrant foodie culture, and we're spreading it. What we do behind the scenes plays a role in influencing the dining plans for thousands and thousands of people around New England every day." — Luke LaBree, Chief Marketing Officer "I've only been on the team a few weeks, but you can feel a drive and dedication that ownership brings to the table. Because it's ours, you can't help but feel immediately connected to the success of our customers." — Trevor Lizotte, Corporate Chef "For 14 years on the night crew, I've approached my work with a sense of responsibility. We build the orders that impact every layer of our business, and our customers businesses. As employee- owners, that responsibility carries even more weight. Recently, I've had the chance to step up and lead improvements in our warehouse operations. It's incredibly rewarding to make decisions that boost our efficiency and knowing that as an owner, I'm directly contrib- uting to our success." — Cory Pearl, Order Selector Awards & Recognitions Company awards: • 2018 MERA Allied Member of the Year • 2017 BRCC Business of the Year • 2016 UniPro Key Distributor of the Year The Dennis Difference Award: Among all awards, the Dennis Difference Award holds a special place in our ESOP. is internal honor recognizes employees who embody the company's values and make a significant impact. e award is voted on by peers, and recipients repre- sent the heart of our company. Last year's Winners: Jeff Guimond, new markets specialist; Connor Hunt, delivery driver. Operational Overview Description of the products/services offered: Dennis Food Service delivers a comprehensive range of food items and non-food provisions to restaurants, institutions, and foodservice businesses throughout New England. Operating out of a centrally located headquarters in Hampden, Maine, the company offers everything from fresh produce, dairy, and proteins to frozen goods, dry pantry products, packaging and disposables. By partnering with both local producers and national manufacturers, Dennis Food Service ensures a diverse selection of high-quality products. A commitment to customer service and tailored foodservice solu- tions sets the company apart, helping its customers thrive in a competitive industry. Market presence and competitive positioning: As a mem- ber of UniPro, the largest foodservice cooperative in the United States, Dennis Food Service enjoys significant purchasing power. is allows the company to offer competitive pricing and a wide variety of products. e company's independent status, combined with over a century of experience, enables it to form deep relation- ships with local and regional suppliers, giving it a unique edge in delivering fresh, regionally sourced products. Geographic reach or areas of operation: Primarily serving Maine and New Hampshire, with expanding operations through- out New England. Employee Participation and Benefits Success story of an employee who has benefited from the ESOP: As a 100% employee-owned company, we all benefit from a sense of empowerment, competitiveness, and pride. Long-time employees who have recently retired are now collecting financial benefits as a result of the ESOP, allowing them to enjoy their retirement with a solid financial foundation built during their years of service. Paul McKusick's experience as an Account Executive exemplifies the environment provided by the ESOP. After the transition to employee ownership in 2015, Paul supported continued company growth by helping train new sales team members. His work has directly contributed to the growth of fellow employees, custom- ers, and now his own retirement benefits; simply by bringing his unique personality and skillsets to the table. How the company communicates with employees about the ESOP: Dennis Food Service utilizes an ESOP committee and provides open communication about the ESOP through company meetings, newsletters, and financial workshops. ese sessions, internal communications, and a growth-mindset culture help employees understand how their ownership stake in the company grows over time and how they can contribute to the company's overall success. Company Culture Company culture and values: Dennis Food Service thrives on a culture defined by empowerment, accountability, and a deep passion for the foodservice industry. Being an ESOP means indi- viduals aren't just employees but professionals with a strong sense Dennis Food Service Company Info P R E S I D E N T / C E O : Rick Robertson E M P L O Y E E S : 200-plus L O C AT I O N / H E A D Q U A RT E R S : Hampden, Maine F O U N D E D : 1908 T R A N S I T I O N E D T O E S O P : 2015 C O M PA N Y O W N E R S H I P H E L D B Y E M P L O Y E E S T H R O U G H T H E E S O P 100% P H O T O S C O U R T E S Y IN PAR T NERSHIP WI T H Maine companies embrace Employee Stock Ownership Plans $10.00 October 21, 2024 VO L . X X X N O. X X I V § 2 www.mainebiz.biz 2 0 2 4 C OV E R MERRILL'S WHARF | 254 COMMERCIAL STREET | PORTLAND, ME 04101 | 207.791.1100 | PIERCEATWOOD.COM Sarah Tracy Lisa Gilbreath Sarah McGarrell Olga Goldberg Andrea Suter Margaret Smith Michelle O'Brien CONSIDERING A CLEAN ENERGY PROJECT, DEAL, OR TRANSACTION? Pierce Atwood's experienced attorneys provide advice and counsel on the regulatory, tax, real estate, land use, nancial, and environmental issues underpinning the successful acquisition, sale, or development of renewable energy projects. Whether your plans pertain to solar, wind, energy storage, renewable gas, or biomass sources of power, our clean energy due diligence team has the expertise to help you succeed. Please contact Sarah Tracy at stracy@pierceatwood.com to learn more. Pierce Atwood. There's a reason…

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