Thoughts on ESOP deals?
A searcher we invested in bought a business from an ESOP, and is buying another (also an ESOP). They're surprisingly attractive targets for searchers because: ESOP = Employee Stock Ownership Plan, meaning the employees own some or all of the company. As a result: 1) Every employee gets to vote on whether to sell to you. The vote isn't binding, the ESOP has a trustee who ultimately decides, but it gives you amazing data on whether the team is in favor of the transaction. And you get to meet everyone pre-close, without question. 2) The business has to get a valuation every year so the ESOP knows what it's worth. This tends to lead to clean books and reasonable valuation expectations. 3) An ESOP is created when the founding owner sells some or all of their interest to the ESOP, which often involves a large seller note. This creates a comfort with seller notes (these two deals had ~35% and ~50% seller notes) 4) The transactions require specialized legal counsel and are somewhat complex. This scares away a segment of buyers and reduces your competition. Anyone else looked at or done ESOP deals? Curious to hear other pros/cons you've seen.