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ESOP Boot Camp, Part 7: How an ESOP Transaction Actually Works

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ESOP Boot Camp, Part 7: How an ESOP Transaction Actually Works
Feb 11, 2026 Season 1 Episode 9
Menke

How does an ESOP transaction actually work from start to finish?

In Part 7 of the ESOP Boot Camp series, Trevor Gilmore explains the step-by-step process of executing an ESOP transaction once valuation, structure, and financing have been determined.

This episode walks through the key players involved — including the ESOP trustee, trustee counsel, and independent appraiser — and explains how negotiations unfold between the seller and the ESOP trust. Trevor also outlines what due diligence looks like, how trustees are selected, and what actually happens at closing.

Using a practical transaction example, this episode clarifies how bank financing and seller notes come together to fund an ESOP purchase.

Topics covered include:

  • The key parties representing the ESOP trust
  • The trustee’s fiduciary responsibility
  • How trustees are selected
  • Due diligence and the data room process
  • Negotiation dynamics between seller and trustee
  • Term sheets and governance considerations
  • What happens at closing
  • A real-world example of ESOP transaction funding

This episode is designed for owners, CEOs, and CFOs who want a clear understanding of how an ESOP transaction moves from planning to closing.

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