Using Automation to Streamline Liquidity Events

If you are looking for ways to potentially enhance both the participant and administrative experiences, Morgan Stanley at Work may be able to help. In addition to an intuitive equity administration platform that automates tender offer setup and management, we have a team of experienced professionals ready to deliver personalized support. Here are some of the ways in which our platform may make liquidity events easier for you to manage.

Pre-Launch

• Configure program parameters. To help you reach your unique goals, the platform can be configured to execute the tender offer based on your specific requirements. Configurations may include shareholder eligibility parameters, tailored messaging to participants, maximum and/or minimum selling amounts, access to specific documents and disclosures, open selling windows and more.

• Testing and feedback. Before going live, we can set up a testing environment and work with your various stakeholders (e.g., Legal, Finance, HR, Equity) to obtain their feedback and make sure all necessary documents are properly uploaded. This may include confirming that all participant accounts are activated, updating your demographic information, providing you with sample documents, creating your eligibility file and testing configurations.

• Participant education. To help to maximize participation, we can provide participant education expertise and support, such as conducting a live demo or hosting a financial education session with a Morgan Stanley at Work representative to help your employees understand how the tender offer may impact them financially.

Program Launch

Once the tender offer is live, the equity administration platform allows shareholders to review the offer, sell their shares and fill out the necessary paperwork. The platform is customized to your tender offer, keeping the offer open for as many days as your company stipulates. It also features:

• An easy workflow for participants. Participants get an intuitive interface that walks them through the offer step-by-step. After logging in, shareholders can review all offer documents, see their current holdings, determine sale quantities, get a summary of exercise cost and estimated gross proceeds, and consent and sign-off on the sale. Depending on your system’s configuration, your participants may even be able to see tax withholding estimates based on your YTD file from your payroll provider and calculated at their personal tax rates.

• A streamlined experience for administrators. Equity plan administrators may benefit from having centralized data in one secure place, so you can easily share liquidity event details with internal teams and stakeholders. With data updates in near real time, you can also track all participant activity throughout the election window, maintain auditable reporting and keep your cap table up to date. Plus, we help make sure your participants know what they need to do by allowing you to send account activation reminders, tender participation deadline reminders and other customized communications.

• Dedicated support. In addition to providing your participants with access to a dedicated support team should they have questions or need assistance, the Morgan Stanley at Work Equity Solutions team can also support plan sponsors throughout the tender offer with periodic check-in calls or program updates.

Post-Transaction

Once your tender offer closes, you can disperse funds to selling shareholders via automated clearing house (ACH), wire or E*TRADE brokerage accounts. Your tax and legal teams will also receive executed documentation and a breakdown of proceeds, fees and withholdings. Best of all, your cap table automatically updates after settlement of the transaction.

Is a Tender Offer with Morgan Stanley at Work Right for You?

Our private market solutions may be the right fit for your company’s next tender offer if:

• Your company needs to engage and retain talent in a competitive job market

• You want to bring on new investors, but are concerned about dilution

• Your employees are independently selling their equity awards on the secondary market

• Your board is requesting exit or stock repurchase scenarios

• You want your tender offer to run smoothly with minimal distraction to the company and your employees