I have looked at and bid on these. If EBITDA lesss than $1m, it causes SBA complications for most buyers, so your competition should be theoretically lower and you should try to negotiate good terms and price to compensate for the head ache.

In my cases, I've always sought to keep as many employee owners as possible, and leaving them woth "walk away" cash is an issue that must be dealt with through vesting, etc.

The point of ESOP that I've seen is to tie down employees long term and typically a "retirement" plan. Both good goals and reason to continue. I would not implement ESOP if not already in place. Better ways to accomplish same goals.

I have sold a business with 30% ESOP. Some good points above. But let me add some clarity. The company must have annual valuation required by law. Such valuation cannot be above market, let alone artificially high. Employees know what the value is. Price is not a ESOP-driven moving target. Seller may do so like any other normal deal.
There are many other issues that I am happy to share. Few are, do you plan to take out ESOP? Are you ok with Stock purchase? If you buy non-ESOP shares, will there be new debt? Many more w.th respect to Seller Note, R&W, etc.