Not sure if relevant but these guys are working on ESOP related stuff: http://socialcapitalpartners.ca/

Really make sure he's interested in selling the company, often times an esop model is used as a defensive strategy to protect against a takeover. Make sure that they're not establishing an ESOP for the employees of the corporation to hold ownership in the company.

In turn, this means that a greater percentage of the company will likely be owned by people that will vote in conjunction with the views of the target company’s management rather than with the interests of a potential acquirer you the buyer.

Hope this helps what to look out for.

Bret, I run an ESOP company and helped a previous owner sell to an ESOP. If you want to discuss send me a message.

Bret - ESOPs require experts in the field and are highly structured. It could be an interesting opportunity if employees are interested in rolling their equity.....reduces your equity check and should maintain a highly motivated workforce.

We (self-funded search) got very close to acquiring an ESOP owned business. ESOP M&A is very complex with additional rules and transaction costs involved, but certainly not impossible. Happy to discuss our experience if you want to send me a DM.

With the secondaries market growing like crazy, it seems like a secondaries fund or even a secondaries exchange, like Palico, would have some insight.

Hi Bret, could you provide your contact information? I would like to send some information that will be helpful as you consider how to structure the acquisition as well as ESOP specific guidelines worth considering.

Hi, ^[redacted]‌ - In addition to the advice above, this prior post may be helpful: HAS ANYONE EVER LOOKED AT EASE OF ACQUIRING A COMPANY WHICH HAS AN ESOP?(https://www.searchfunder.com/post/has-anyone-ever-looked-at-ease-of-acquiring-a-company-which-has-an-esop)

Bret, if you are buying a company that is wholly or partially owed by an ESOP, the tax-qualified trust that holds the ESOP stock will be the seller. The trustee of such trust is usually an independent trustee. For purposes of the transaction, this trustee should engage an independent appraiser to determine, in accordance with ERISA requirements, the fair market value of the company stock. This is not necessarily a barrier to the transaction, but there are numerous issues and ERISA fiduciary matters to be aware of. I have extensive experience in this area, and my law firm regularly handles such transactions. Please reach out if you need further guidance.

We bought an ESOP company. Expect a LOT of fees. ESOP professionals (lawyers, valuations, etc) charge about 3X non-ESOP professionals. It's a feeding frenzy.

A client of mine did this. He educated himself and was able to quarterback the deal. He negotiated fixed fees for the legal work, valuation, etc. The total cost was only about $50,000.