Currently in discussions to acquire a company that is currently structured as an S-Corp and as part of the transaction, we'd like for the seller to roll some equity.

We currently have another OpCo and aren't really sure how to think about structuring the transaction. Our OpCo currently has a handful of investors, including individuals, disregarded entities, and multi-member LLCs.

I don't believe OpCo, given it's a multi-member LLC, is able to own the S-Corp and from my limited understanding, I believe converting the S-Corp to an LLC would create an unfavorable tax consequence to the seller.

This deal could potentially be deal #2 of many, so we are also considering setting up a true HoldCo structure.

Does anyone have experience shares on how to consider or think about setting this up?