ANOTHER FORM OF LIQUIDITY

A private equity outcome — without the private equity.

It's called an ESOP-structured MBO — an EMBO — and it gives you the liquidity and valuation of a PE deal, without PE, and without surrendering control of the business you built.

Structured for meaningful tax advantages.

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25+

Years of Combined Experience

$4B+

In Deals Led

100+

M&A & Sale Transactions

THE CHALLENGE

An EMBO is the liquidity path most owners don't know exists.

Traditional exits — private equity and strategic sales — often require giving up control, accepting earn-outs, or navigating deal structures that don't align with your vision.

There's another path: one that provides liquidity, minimizes tax exposure, and keeps the business you built under your leadership. That path is an ESOP-structured MBO — an EMBO.

THE MECHANISM

What is an ESOP-structured MBO (EMBO)?

An EMBO lets you buy out some or all of your own ownership — effectively a tax-advantaged leveraged buyout of your own company, financed through an Employee Stock Ownership Plan.

Instead of selling to a private equity firm, which would use your company's own debt capacity to buy your shares and take control, our MBO/ESOP team structures that same sophisticated financing — without a private equity firm in the deal, and without you giving up control.

"This is the type of deal PE hopes you never learn about."

Eliminate Shareholder Capital Gains Tax

Eliminate or defer the capital gains tax burden on your sale proceeds.

Retain Independence

The company continues to be run by existing leadership — no outside strategic influence.

Participate in Future Upside

Seller warrants let you share in the company's continued growth, alongside cash and note proceeds at closing.

Reduce or Eliminate Company Tax

Lower or eliminate the company's ongoing taxable income.

Built-In Advantage for Cost-Plus Contractors

Under cost-plus government contracts, ESOP contributions and dividends are fully reimbursable expenses.

Improve Employee Culture

Align incentives across management and staff, and create a mechanism to attract and retain top talent.

THE DIFFERENCE, IN DOLLARS

On a $50M sale, an EMBO can mean $10.4M more in your pocket.

Same company, same value — two different structures, two different outcomes.

Illustrative example only, not a projection or guarantee. Assumes a private equity sale taxed at approximately 23.8% federal capital gains plus net investment income tax, with roughly 3% all-in advisory and legal costs; and an EMBO structured to qualify for tax deferral, with roughly 6% all-in transaction costs (trustee, valuation, ESOP counsel, and financing fees). Actual results depend on entity structure, state tax treatment, and elections made at closing — speak with your own tax and legal advisors.

Private Equity Sale

Loss of operational control

Strategic interference and oversight

Earn-out structures with uncertainty

High tax burden on proceeds

ESOP-Structured MBO (EMBO)

Full leadership control retained

No private equity involvement

Predictable, structured payout

Tax-advantaged proceeds, plus upside through warrants

HOW IT WORKS

Our process — five steps, one team throughout.

Initial Evaluation

We assess your business, financial position, and liquidity goals in a confidential consultation to determine fit.

Structuring

We design a custom transaction — tax optimization, financing strategy, and control retention.

Financing

We secure financing through lenders and structures aligned to your company's cash flow and risk profile.

Execution

Legal, tax, and financial advisors close the transaction with minimal disruption to your business.

Ongoing Advisory

We stay engaged post-close, providing strategic and back-office support for long-term value creation.

IS THIS YOU?

An EMBO fits a specific kind of owner.

You run a $3M+ EBITDA profitable business

The economics become attractive at this threshold and scale from there. You don't need hyper-growth — you need consistency. If your financials are solid and your operations are repeatable, the structure fits.

You want liquidity without new partners or intrusive oversight

You're not interested in a strategic acquirer who'll restructure everything, or a private equity firm that second-guesses how you run the business.

You want to take some capital off the table

Whether you want to keep running the business or you're ready to step back, an EMBO can help you get there.

You're thinking about an exit now, or in the next 1–5 years

Maybe you're exploring options, maybe you've already had preliminary conversations with advisors or buyers. Either way, it's worth modeling an EMBO now — so you decide with full information, not partial options.

WE KNOW WHAT YOU'RE GOING THROUGH

Built by operators who've sat on every side of the table.

Between us, more than 25 years spent leading finance and accounting operations, structuring corporate finance and commercial real estate transactions, and executing M&A — including time served in the U.S. Marine Corps, where discipline under pressure isn't optional.

One of our partners built a professional services portfolio to more than $4 billion in scaled value. Together, we've advised on or closed transactions across dozens of industries — working with founders navigating exactly the liquidity decision you're facing now.

This isn't theoretical. It's built from watching too many capable owners give up control they didn't need to surrender, or pay taxes they could have deferred, simply because no one told them another structure existed.

"Most owners don't know this option exists. The ones who do wish they'd learned about it sooner."

TRACK RECORD

Experience across the industries that build the real economy.

Advertising & Marketing

Construction

Government Contractors

Healthcare

Manufacturing

Distribution & Logistics

Technology

Staffing & HR

Professional Services

Transportation

Consumer Products

Defense Contractors

Collectively, our team has advised on or closed well over 100 transactions across these industries.

THE EMBO EXPERTS

Navigating your path to prosperity.

Abaci Global Partners works alongside a network of banks, ESOP attorneys, trustees, and tax experts who understand the terrain of a leveraged ESOP transaction — bringing the expertise to guide you through selling some or all of your company without a private equity firm in the deal.

Explore a different liquidity path.

Start the Conversation

25+

Years Experience

$4B+

In Deals Led

100+

Transactions

GET STARTED

Learn more about the EMBO.

A few details so we can prepare before we speak. Everything is confidential.

202.417.8182

info@abacigp.com

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Prefer to reach us directly? Call 202.417.8182 or email info@abacigp.com.