Mergers & Acquisitions

M&A Talk Podcast

M&A Talk is the #1 podcast on mergers & acquisitions. At M&A Talk we bring you exclusive interviews with experts in business sales, valuations, mergers and acquisitions, and more. We talk to the most experienced professionals in the industry to uncover their secrets.

Should You Consider an ESOP When Selling Your Business?

Should You Consider an ESOP When Selling Your Business?

Daniel Cooper

ESOPS | Business Valuation

An ESOP, or employee stock ownership plan, is one of several options you may consider when selling your business. What is an ESOP, and should you consider one? In this episode of M&A Talk, we explore the ins and outs of ESOPS and help you determine whether an ESOP is the right exit path for you. You will learn how ESOPS work, whether your company is a right fit for an ESOP, how your business will be valued under an ESOP, and common multiples used to finance the transaction.

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Guest Profile

Daniel is the Director of PCE’s business valuation practice, where he advises both public and private companies on valuation matters across various industries. His focus is on Employee Stock Ownership Plans (ESOPs), and he has worked on transactions ranging from $1 million to $200 million in enterprise value. He is also experienced in valuing operating companies for estate tax purposes, and has successfully defended valuation discounts during IRS audits. Daniel is a Chartered Financial Analyst (CFA) and a member of The ESOP Association and the National Center for Employee Ownership (NCEO). He graduated from the University of Oxford with a Bachelor of Arts in Politics, Philosophy, and Economics, with a major in Economics. Daniel is also a frequent speaker at ESOP events, and he co-authored the NCEO’s A Guide to DOL ESOP Investigations (2019).

Topics Covered

  • What is an ESOP? [2:07]
  • What are the major reasons to consider an ESOP? [4:39]
  • Where does the money come from in an ESOP? [9:39]
  • On the day of closing, does the seller relinquish 100% of the stock on an ESOP transaction? [12:50]
  • Does the owner need to stay and continue to run the company in an ESOP transaction? [13:57]
  • How much prep work is required before doing an ESOP? [15:07]
  • What EBITDA multiples are used in the lending industry to finance an ESOP? [17:44]
  • How do SARs (Stock Appreciation Rights) differ from an ESOP? [21:12]
  • The trustee’s role in an ESOP transaction. [28:11]
  • Who sits on the board of directors, and how do they operate after an ESOP transaction? [35:42]
  • In what circumstances is deferring taxes in an ESOP transaction not possible? [43:55]
  • The role of ESOPs in the future. [47:34]

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Resources Mentioned

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The Complete Guide to Selling a Business: A Roadmap to the Successful Sale of Your Business

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You could spend a lifetime figuring out how to successfully sell your business and still end up confused or clueless. What if you can stop the guesswork and start taking action now? With two decades of experience, Jacob Orosz puts together in this book the best tips and strategies he has used in helping hundreds of business owners successfully sell their companies.

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