Table of Contents

Appendix A: Cash Flow Projections........................................................................................ 11

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An overview of the plan, including how the plan fits the

couple's planning objectives

Based on the information provided, my recommendations for Victor and Anne Banks would

include:

Overview of the Plan:

1. Create a succession plan: Victor and Anne should begin by developing a clear

succession plan that outlines the steps they will take to transfer ownership and control of

their business to their children or other qualified individuals. The plan should include

details about how the business will be valued, how ownership will be transferred, and

how leadership responsibilities will be handed over.

2. Build a strong management team: The Banks should focus on building a strong

management team that can help run the business effectively and provide continuity in the

event of a transition. This may involve identifying and grooming key employees or hiring

new talent with the skills and experience needed to take on leadership roles.

3. Establish a clear governance structure: Victor and Anne should consider setting up a

board of directors or advisory board that can provide guidance and oversight during the

transition process. This can help ensure that decisions are made in the best interests of the

business and all stakeholders.

4. Develop a communication plan: Communication is key during any transition process.

The Banks should create a communication plan that outlines how they will keep

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 employees, customers, and other stakeholders informed about the transition and what it

means for the future of the business.

How the Plan Fits the Couple's Planning Objectives:

1. Preserve family legacy: Victor and Anne want to ensure that their business remains in

the family and that their children have the opportunity to carry on the family legacy. A

clear succession plan can help ensure that the business is transferred smoothly to the next

generation.

2. Maintain financial stability: The Banks want to ensure that the business continues to be

profitable and financially stable, even after they retire or pass away. Building a strong

management team and governance structure can help ensure the business remains

financially sound.

3. Minimize taxes and maximize value: The Banks want to minimize taxes and maximize

the value of their business. Developing a clear succession plan that includes a valuation

of the business and tax planning strategies can help achieve this objective.

4. Reduce risk: Victor and Anne want to reduce the risk of the business failing or

experiencing disruptions during the transition process. By developing a clear succession

plan, building a strong management team, and establishing a governance structure, the

Banks can help reduce the risk of negative outcomes.

A summary of the tax implications

Here is a summary of the tax implications related to the recommendations for Victor and Anne

Banks:

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 1. Roth IRA Conversion: Converting their traditional IRA to a Roth IRA will result in

them paying taxes on the conversion amount in the year of the conversion. The amount of

tax they'll owe will depend on their income tax rate and the amount of the conversion.

However, once the conversion is complete, they won't have to pay taxes on any future

earnings in the Roth IRA, which can provide tax-free income in retirement.

2. Estate Planning: Creating a revocable living trust can provide some tax benefits in terms

of estate planning. By placing assets in a trust, they can avoid the probate process and

potentially reduce estate taxes. However, it's important to note that the current federal

estate tax exemption is quite high (over $11 million per person in 2021), so unless their

estate is worth more than that, they may not need to worry about estate taxes.

3. Gifting: While gifting assets can be a good way to reduce taxable estate, it's important to

be aware of the gift tax rules. In 2021, they can gift up to $15,000 per person without

incurring gift taxes. If they gift more than that, they'll need to file a gift tax return,

although they likely won't actually owe any gift tax until they've exceeded the lifetime

gift tax exemption (which is currently over $11 million per person).

4. Charitable Giving: Donating appreciated assets to charity can provide a double tax

benefit. They can deduct the fair market value of the donation from their income taxes,

and they won't owe any capital gains taxes on the appreciated value of the asset. It's

important to work with a tax professional to ensure they're taking advantage of all the tax

benefits available.

Overall, the recommendations for Victor and Anne Banks could have some tax implications, but

with careful planning and the help of a tax professional, they can take advantage of tax benefits

and potentially reduce their tax liability.

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A summary of what will happen with Atlas Plastics under

the plan

Under the proposed plan, Atlas Plastics will be sold to a strategic buyer who is interested in

acquiring the company. The buyer has experience in the plastics industry and is well-positioned

to take Atlas Plastics to the next level.

Once the sale is complete, Victor and Anne will no longer be the owners of Atlas Plastics.

However, they will receive a significant cash payment for the sale of the company, which they

can use to fund their retirement and other financial goals.

The strategic buyer plans to retain the existing management team and employees at Atlas

Plastics, so the day-to-day operations of the company should continue as usual. However, the

buyer may make changes to the company's operations or strategic direction over time.

Overall, the sale of Atlas Plastics should provide Victor and Anne with a financial windfall and

allow them to transition into retirement. The company will continue to operate under new

ownership, but hopefully with a bright future ahead.

A summary of other aspects of their estate plan (outside of

Atlas)

In addition to the planning for Atlas Plastics, Victor and Anne Banks should also review and

update their overall estate plan. Here are some recommendations for other aspects of their estate

plan:

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 1. Review and update their wills: Victor and Anne should review their wills to ensure that

they reflect their current wishes and that their assets will be distributed according to their

intentions. If they have any changes to their beneficiaries or any other significant

changes, they should update their wills accordingly.

2. Consider establishing a trust: Victor and Anne may want to consider establishing a trust

to manage their assets and distribute them to their beneficiaries. A trust can provide tax

benefits and can help protect its assets from potential creditors or lawsuits.

3. Review their powers of attorney and healthcare directives: Victor and Anne should

review their powers of attorney and healthcare directives to ensure that they have named

the appropriate individuals to make decisions on their behalf if they become

incapacitated.

4. Plan for charitable giving: If Victor and Anne want to include charitable giving in their

estate plan, they should consider establishing a charitable trust or foundation.

5. Review beneficiary designations: Victor and Anne should review the beneficiary

designations on their retirement accounts, life insurance policies, and other assets to

ensure that they reflect their current wishes.

It is important for Victor and Anne to work with an experienced estate planning attorney to

review and update their estate plan, including their wills, trusts, and other important documents.

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A conclusion that identifies what the next steps are to

implement your recommendations. Be sure to identify what

you need the client to do and what you (or your team

members) will handle.

In conclusion, my recommendations for Victor and Anne Banks involve implementing an estate

plan that addresses their objectives and concerns, particularly with regard to the transfer of their

business, Atlas Plastics. The plan involves establishing a family-limited partnership, transferring

ownership to their children, and utilizing a buy-sell agreement to ensure the smooth transfer of

ownership in the event of death or disability. Additionally, I have recommended a comprehensive

estate plan that includes a will, living trust, power of attorney, and health care directives.

To implement these recommendations, I will work closely with Victor and Anne Banks to

finalize the details of the family limited partnership and transfer of ownership. I will also assist

them in drafting and executing the necessary legal documents, such as the buy-sell agreement

and estate planning documents.

In terms of the next steps, I will need the clients to provide me with any additional information I

may need to finalize the estate plan. This may include financial statements, tax documents, and a

list of assets and liabilities. Once we have all the necessary information, I will prepare and

review the legal documents with the clients and ensure they are executed properly. I will also

provide ongoing support and guidance to ensure their estate plan remains up to date and aligned

with their goals and objectives.

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Explanation about the conclusion:

Certainly! In my previous response, I mentioned that one recommendation for Victor and Anne

Banks was to sell Atlas Plastics. However, in the conclusion, I recommended transferring the

business instead. Here's why:

Selling the business would involve finding a buyer who is willing to pay a fair price, negotiating

the terms of the sale, and ensuring that the sale is structured in a tax-efficient manner. While this

may provide the couple with a lump sum of cash, it may also result in a significant tax liability.

On the other hand, transferring the business to their son would allow the couple to maintain some

level of control and influence over the company's operations. This may be important to them, as

they have invested a lot of time and effort into building the business. Additionally, transferring

the business as a gift can help to minimize the tax implications.

Ultimately, the decision of whether to sell or transfer the business will depend on a variety of

factors, including the couple's personal goals, financial situation, and current market conditions.

It is important for them to work closely with their financial and legal advisors to determine the

best course of action.

In terms of the next steps, if the Banks decide to transfer the business, they will need to work

with their legal and financial advisors to create a plan for transferring ownership, which may

involve establishing a trust or other estate planning vehicles. They may also need to develop a

succession plan to ensure that the business can continue to operate successfully without their

direct involvement. As their advisor, I would work with them to coordinate and oversee this

process, providing guidance and support along the way.

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 Professional Letter to the client

Dear Victor and Anne Banks,

I am writing to provide you with my recommendations for your estate plan, following our recent

meetings and discussions. My recommendations cover various aspects of your plan, including

the transfer of your business, tax implications, and other aspects of your estate plan.

Firstly, I recommend that you proceed with the plan to transfer ownership of Atlas Plastics to

your children, with the establishment of a family trust to facilitate the transfer. This will help

ensure the ongoing success of the business and enable your children to become more involved in

its management. Additionally, the family trust will provide a tax-efficient way of transferring

ownership, as discussed below.

Regarding the tax implications of the plan, I recommend that you consult with a tax specialist to

fully understand the implications of the transfer, including the potential impact on your personal

tax situation. However, based on my analysis, the family trust structure will help minimize tax

liabilities, particularly in terms of estate and gift taxes.

As for other aspects of your estate plan, I recommend that you update your wills and establish

powers of attorney to ensure that your wishes are carried out in the event of incapacity or death.

You may also want to consider establishing a charitable foundation or making charitable

donations as part of your estate plan.

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Finally, to implement these recommendations, I will prepare the necessary legal documents,

including trust agreements and updated wills. I will also work closely with your tax specialist to

ensure that the plan is structured in the most tax-efficient way possible.

Please let me know if you have any questions or concerns regarding these recommendations. I

have attached an appendix to this letter to provide additional details and graphical

representations of my analysis.

Thank you for entrusting me with your estate planning needs.

Sincerely,

[Your Name]

[Your Title]

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 Appendices

Appendix A: Cash Flow Projections

Certainly, here's an example of cash flow projections for Atlas Plastics based on its $300 million

value under the proposed plan:

Year 1:

● Operating cash inflow: $25 million

● Debt repayment: $15 million

● Interest payments: $10 million

● Capital expenditures: $5 million

● Free cash flow: $5 million

Year 2:

● Operating cash inflow: $30 million

● Debt repayment: $15 million

● Interest payments: $10 million

● Capital expenditures: $5 million

● Free cash flow: $10 million

Year 3:

● Operating cash inflow: $35 million

● Debt repayment: $15 million

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 ● Interest payments: $10 million

● Capital expenditures: $5 million

● Free cash flow: $15 million

Year 4:

● Operating cash inflow: $40 million

● Debt repayment: $15 million

● Interest payments: $10 million

● Capital expenditures: $5 million

● Free cash flow: $20 million

Year 5:

● Operating cash inflow: $45 million

● Debt repayment: $15 million

● Interest payments: $10 million

● Capital expenditures: $5 million

● Free cash flow: $25 million

Note that these projections are hypothetical and for illustrative purposes only. Actual cash flows

may vary based on a variety of factors such as economic conditions, industry trends, and

management decisions.

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 Appendix B: Sample Buy-Sell Agreement

BUY-SELL AGREEMENT FOR ATLAS PLASTICS, INC.

THIS AGREEMENT is made and entered into on ________, 20, by and among Victor Banks,

Anne Banks, and Atlas Plastics, Inc.

WHEREAS, Victor and Anne Banks are shareholders of Atlas Plastics, Inc. ("the Company");

and

WHEREAS, Victor and Anne Banks desire to establish an agreement to govern the transfer of

their shares of the Company in the event of certain triggering events;

NOW, THEREFORE, the parties agree as follows:

1. Triggering Events. This Agreement shall be triggered by the occurrence of any of the

following events (each, a "Triggering Event"):

(a) The death of Victor Banks or Anne Banks;

(b) The total and permanent disability of Victor Banks or Anne Banks, as defined in Section

22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code");

(c) The bankruptcy of Victor Banks or Anne Banks;

(d) The sale or transfer of the shares of Victor Banks or Anne Banks to any person or entity other

than in accordance with this Agreement; or

(e) The voluntary termination of employment of Victor Banks or Anne Banks with the Company.

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2. Purchase of Shares. Upon the occurrence of a Triggering Event, the Company or its

designee shall purchase all of the shares of the Company owned by the affected

shareholder at a price equal to the Fair Market Value of the shares as of the date of the

Triggering Event.

3. Payment. The purchase price shall be paid in cash or by a promissory note, payable over

a period of time not to exceed ten years, with interest at a rate of not less than the

minimum rate required by the Code.

4. Termination of Employment. In the event of the voluntary termination of employment of

Victor Banks or Anne Banks with the Company, the Company or its designee may elect

to purchase all of the shares of the Company owned by the affected shareholder at a price

equal to the Fair Market Value of the shares as of the date of termination of employment.

5. Restrictions on Transfer. The shares of the Company owned by Victor Banks and Anne

Banks are subject to restrictions on transfer set forth in this Agreement, and any attempt

to transfer such shares in violation of such restrictions shall be null and void.

6. Governing Law. This Agreement shall be governed by and construed in accordance with

the laws of the state of __________.

7. Entire Agreement. This Agreement constitutes the entire agreement among the parties

hereto with respect to the subject matter hereof and supersedes all prior negotiations,

understandings, and agreements among the parties relating to the such subject matter.

8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the

parties hereto and their respective heirs, legal representatives, successors, and assigns.

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 9. Counterparts. This Agreement may be executed in counterparts, each of which shall be

deemed an original, but all of which together shall constitute one and the same

instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first

above written.

Victor Banks

Anne Banks

Atlas Plastics, Inc.

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 Appendix C: Estate Planning Checklist

Here is an example of an estate planning checklist for Atlas Plastics under the proposed plan

Estate Planning Checklist for Atlas Plastics

Task

Conduct valuation of Atlas Plastics

Update Victor and Anne Banks' wills and trust documents

Establish charitable remainder trust

Update Atlas Plastics' buy-sell agreement

Transfer ownership of Atlas Plastics to trust

Review and update beneficiary designations for retirement accounts

Obtain life insurance policies

Review and update power of attorney and healthcare directives

Establish a gifting program for family members

This table provides a clear overview of the various tasks that need to be completed as part of the

estate planning process for Atlas Plastics. The assigned person, deadline, and status are also

included, which can help ensure that each task is completed on time and nothing falls through the

cracks.

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 Appendix D: Glossary Terms

Term Definition

Atlas Plastics The family-owned plastics manufacturing business owned by Victor

and Anne Banks

Buy-Sell A legal contract that outlines the terms and conditions of a sale of a

Agreement business interest between parties

Business An appraisal process used to determine the economic value of a

Valuation business

Estate Tax A tax on the transfer of property upon the owner's death

Estate Plan A comprehensive plan for managing and distributing one's assets

upon death

Gift Tax A tax on the transfer of property from one person to another

without receiving anything of equal value in return

Irrevocable Life A trust that holds life insurance policies outside of the insured's

Insurance Trust estate, potentially reducing estate tax liability

(ILIT)

Qualified A trust that holds a personal residence and removes its value from

Personal the owner's estate, potentially reducing estate tax liability

Residence Trust

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(QPRT)

Succession The process of identifying and developing new leaders to take over a

Planning business or organization

Trust A legal entity that holds property or assets for the benefit of another

person or entity

Unified Gift and A federal tax that combines the gift tax and estate tax into one tax

Estate Tax system

(UGET)

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 Appendix E: Tax Planning Summary

Here's an example tax planning summary for Atlas Plastics under the proposed plan assuming a

value of $300 million:

Tax Implications Amount

Capital Gains Tax on Sale of Business $45,000,000

Estate Tax on Victor's Estate $52,000,000

Estate Tax on Anne's Estate $0

Total Tax Liability $97,000,000

Here is a more detailed explanation of the tax planning summary table for Atlas Plastics:

Assuming that the value of Atlas Plastics is $300 million, the tax planning summary table under

the proposed plan would look as follows:

Step 1:

Establish an intentionally defective grantor trust (IDGT) to hold 40% of Atlas Plastics' value.

Tax Implications:

The transfer of 40% of Atlas Plastics' value to the IDGT is considered a gift, which is subject to

the federal gift tax. However, because the IDGT is a grantor trust, the Banks will continue to pay

the income tax on the trust's income, reducing the value of their estate for tax purposes.

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Step 2:

Transfer the remaining 60% of Atlas Plastics' value to an irrevocable trust.

Tax Implications:

The transfer of the remaining 60% of Atlas Plastics' value to an irrevocable trust is also

considered a gift, subject to the federal gift tax. However, the Banks can use their lifetime gift

and estate tax exemption to offset the gift tax. Additionally, the transfer removes the value of

Atlas Plastics from their estate for tax purposes.

Step 3:

Sell the stock of Atlas Plastics to an employee stock ownership plan (ESOP) owned by the

irrevocable trust.

Tax Implications:

Because the ESOP is a qualified retirement plan, the sale of Atlas Plastics' stock to the ESOP is

not subject to income tax. Additionally, the ESOP can borrow funds to purchase the stock from

the irrevocable trust, providing liquidity for the Banks.

Step 4:

Establish a family limited partnership (FLP) to hold the cash proceeds from the sale of Atlas

Plastics' stock.

Tax Implications:

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The FLP allows the Banks to retain control over the cash proceeds while reducing the value of

their estate for tax purposes. The Banks can transfer limited partnership interests to their

children, which are subject to valuation discounts for gift and estate tax purposes.

Year Fair Market Estate Tax Due Capital Gains Net Proceeds

Value of Atlas (40%) Tax Due (20%) After Taxes

Plastics

Year 1 $300,000,000 $120,000,000 $0 $180,000,000

Year 2 $315,000,000 $126,000,000 $3,000,000 $186,000,000

Year 3 $330,750,000 $132,300,000 $6,150,000 $192,300,000

Year 4 $347,287,500 $138,915,000 $9,457,500 $198,915,000

Year 5 $364,651,875 $145,860,750 $13,030,625 $205,760,625

Year 6 $382,884,469 $153,153,788 $16,877,438 $212,853,243

Year 7 $402,028,692 $160,811,477 $21,006,789 $220,210,426

Year 8 $422,129,126 $168,851,650 $25,427,631 $227,849,845

Note: All amounts are in USD. The estimated fair market values and tax liabilities are based on

assumptions and may vary based on actual market conditions and other factors at the time of the

transfer.

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 Alternatives

After analyzing Victor and Anne Banks' estate plan, there are a few alternative approaches that

they could consider.

Alternative 1: One alternative approach would be to gift the stock of Atlas Plastics directly to

their children. While this approach would also remove the value of Atlas Plastics from their

estate for tax purposes, it would not provide the liquidity that the Banks need. Additionally, it

would not allow the Banks to retain control over the company and its operations.

Alternative 2: Another alternative approach would be to sell Atlas Plastics to a third-party buyer.

While this approach would provide liquidity for the Banks, it would result in capital gains tax on

the sale of the stock. Additionally, the sale of the company to a third-party buyer would not allow

the Banks to retain control over the company and its operations.

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 Recommendations

After considering the alternatives, our recommendation for Victor and Anne Banks is to follow

the proposed plan outlined in our letter. This plan involves establishing an intentionally defective

grantor trust (IDGT) to hold 40% of Atlas Plastics' value, transferring the remaining 60% of the

value to an irrevocable trust, selling the stock of Atlas Plastics to an employee stock ownership

plan (ESOP) owned by the irrevocable trust, and establishing a family limited partnership (FLP)

to hold the cash proceeds from the sale of Atlas Plastics' stock.

We recommend this plan for several reasons. First, it provides the liquidity that the Banks need

while also allowing them to retain control over the company and its operations. Second, it

reduces the value of their estate for tax purposes, thereby minimizing their estate tax liability.

Third, it allows the Banks to use their lifetime gift and estate tax exemption to offset the gift tax

on the transfer of Atlas Plastics' stock to the IDGT and irrevocable trust. Finally, it leverages the

tax benefits of the ESOP to minimize the tax implications of the sale of Atlas Plastics' stock.

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 Conclusion

Based on our analysis and recommendations, we believe that the proposed plan for Atlas Plastics

and the Banks' estate plan is the most appropriate course of action to achieve their planning

objectives while minimizing their tax liability. The use of an IDGT, irrevocable trust, ESOP, and

FLP provides significant tax benefits while ensuring the Banks retain control over their assets

during their lifetimes.

We also presented alternatives to the proposed plan, including selling Atlas Plastics outright and

using charitable giving strategies. While these alternatives have their benefits, we believe that

they do not align with the Banks' specific planning objectives and may result in a higher tax

liability.

We recommend that the Banks proceed with the proposed plan and work with their legal and

financial advisors to ensure a smooth implementation. We will handle the necessary paperwork

and ensure that all necessary filings are made with the appropriate authorities.

Please let us know if you have any further questions or concerns regarding the proposed plan. We

are here to assist you in achieving your planning objectives and minimizing your tax liability.

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