513: How to Sell Your Business Without Selling Out – The ESOP Strategy

My mission at Wealth Formula Podcast is to provide you with real financial education. You may have heard of something called the Dunning-Kruger curve. In short, when you start learning something new, you know that you don’t know anything. That’s the safe zone. The dangerous part is what I call the red zone—when you’ve learned just enough to think you know a lot, but really… you don’t. Then, eventually, if you keep learning, you get to the point where you finally realize how little you actually know—and how much more there is to understand. That’s kind of where I am now. And so, the only thing I can do—and the only thing I encourage you to do—is to keep learning more than we knew yesterday. Take this week’s episode. We’re talking about Employee Stock Ownership Plans, or ESOPs. Until recently, I didn’t fully understand how they worked. And I’d bet most business owners don’t either. Which is exactly why this episode matters. Even if you don’t currently own a business or a practice, I still think it’s important to learn about strategies like this—because someday you might. And in the meantime, you’re expanding your financial vocabulary, which is always a good investment. So, what is an ESOP? At its core, an ESOP is a legal structure that allows you to sell your business to a trust set up for your employees—usually over time. It’s a way to cash out, preserve your legacy, stay involved if you want to, and unlock some massive tax advantages in the process. But before we talk about all the bells and whistles, let’s address the number one question that confuses almost everyone—including me: Where does the money come from? If you’re selling your company to a trust, and your employees aren’t writing you a check… how the hell are you getting paid? Here’s the answer: You’re selling your business to an ESOP trust, which is a qualified retirement trust for the benefit of your employees. That trust becomes the buyer. But like any buyer, it needs money. So how does it pay you? There are two main sources: Bank financing – Sometimes, the ESOP trust can borrow part of the purchase price from a lender. Seller financing – And this is the big one. You finance your own sale by carrying a note. That means you get paid over time, through scheduled payments—funded by the company’s future profits. The company continues to generate cash flow, and instead of paying it out to you as the owner, it pays off the loan owed to you as the seller. So yes—it’s a structured, tax-advantaged way to convert your equity into liquidity using your company’s own future earnings. You’re not walking away with a check on Day 1—but you are pulling money out of the business steadily and predictably, often with interest that beats what a bank would offer. And here’s the kicker: If your company is an S-corp and becomes 100% ESOP-owned, it likely pays no federal income tax, and often no state income tax either. That means a lot more money stays in the business—available to fund your buyout faster. If you're a C-corp, you might even qualify for a 1042 exchange, which can defer or eliminate capital gains taxes entirely if you reinvest the proceeds in U.S. securities. And here’s something the experts probably won’t say out loud—but I will: This isn’t always about selling your business. Sometimes, it’s just a very clever way to get money out of your business and pay less tax. You’ll hear ESOP consultants talk about legacy and succession planning—and that’s all true and valuable. But in reality, some owners use ESOPs as a pure tax play. They stay in control, they keep running the business, and they simply create a legal structure that lets them pull money out tax-efficiently while rewarding employees along the way. Think of it less like a sale and more like a smart internal liquidity strategy. You still own the culture. You still drive the direction.

Not long ago, I made the case that it’s not too late to buy Bitcoin—even after it crossed the $100,000 mark. Why? Because the nature of the opportunity has changed. When governments and institutions start stockpiling a finite asset, you're no longer just betting on price—you’re watching a new system take shape.And interestingly, a very similar story is unfolding not in financial markets, but in orbit.For most of the last century, space was strictly the domain of governments. NASA, the Department of Defense, the Russian and Chinese space agencies—these were the only real players. Private capital didn’t have much of a role. That changed with SpaceX.SpaceX didn’t just innovate—it obliterated the cost structure. In 2010, it cost about $50,000 to launch a kilogram into orbit. Today, thanks to the reusable Falcon 9, that cost has fallen to under $2,000—and Starship could bring it below $500. These aren’t marginal gains. These are cost reductions that unlock entirely new industries.We’re now seeing an explosion of opportunity: satellite internet that connects the most remote parts of the globe, smartphones that communicate directly with orbiting satellites, and AI-enhanced imaging tools that monitor everything from crop health to military activity in real time.Last year alone, space startups raised nearly $13 billion in private investment, even in a tighter funding environment. And Morgan Stanley projects the space economy could surpass $1 trillion by 2040—double its current size. Perhaps most surprising of all: over three-quarters of global space revenue today comes from commercial activity, not government programs.This isn’t science fiction. It’s infrastructure. It’s logistics. It’s telecom. And yes—it’s investable. And that’s why we are talking about it on this week’s episode of Wealth Formula Podcast.

Bitcoin just crossed $100,000, and you’re probably thinking: “I missed it.” And you wouldn’t be alone. That’s how most people feel. They heard about it at $1,000… were told it was a scam at $10,000… waited for a pullback at $30,000… and now that it’s over six figures, they’ve mentally closed the door on the opportunity. It’s human nature to assume that if you’re not early, you’re too late. But that’s not how this works—not with Bitcoin. In fact, this might actually be the best risk-adjusted time in Bitcoin’s history to buy. I know that sounds counterintuitive, but it’s true—and the data backs it up. Let’s talk supply and demand. Since the halving in April, Bitcoin’s issuance has dropped to just 3.125 BTC every 10 minutes. That’s about 450 new coins per day, or just over 3,100 per week. Meanwhile, U.S. spot Bitcoin ETFs alone are buying more than 30,000 BTC a week—ten times what’s being mined. And that’s just the activity we know about from public filings. It doesn’t include over-the-counter purchases from sovereign wealth funds, corporate treasuries, family offices, or high-net-worth individuals quietly accumulating behind the scenes. So where’s the extra Bitcoin coming from? It’s coming from long-time holders—early adopters who’ve sat on their coins for a decade or more and are only willing to part with them at much higher prices. This isn’t hype-driven retail mania like in the past. It’s a slow, deliberate transfer of supply from the original believers to large institutions. And here’s the key: those institutions don’t trade. They hold. Often for years—if not indefinitely—as part of their long-term strategic allocation. You are witnessing Bitcoin being monetized in real time.It’s not speculation anymore. BlackRock’s IBIT already has over $20 billion under management. Fidelity’s FBTC is acquiring thousands of coins per week. El Salvador and Bhutan are actively accumulating. Even the U.S. government holds over 210,000 BTC from seizures—and here’s what no one’s talking about: they’re not auctioning it off like foreclosed houses or impounded cars. They’re holding it. The price isn’t rising because of FOMO. It’s rising because it now takes higher and higher prices to pry loose coins from the hands of holders who have no urgency to sell. Those coins are disappearing into cold storage, long-term trusts, and sovereign wallets—and they aren’t coming back. This is what a supply shock looks like when the buyers have deep pockets and decade-long time horizons. And yet, the most dramatic shift in Bitcoin isn’t even the price—it’s the risk profile. Five years ago, Bitcoin was still speculative. Custody was clunky. Regulation was unclear. Access was limited. Today, institutions can buy it through BlackRock. Fidelity and Coinbase Prime offer secure custody. Legal frameworks and compliance protocols are firmly in place. Sure, volatility still exists—but existential risk? That’s largely off the table. Bitcoin is no longer a “maybe.” It’s a “when.” And that’s why the opportunity still exists.Not because people are afraid to lose money, but because they still don’t quite believe they’re allowed to be this early to something this massive. The truth is, you didn’t miss the train. You missed the garage-band phase. But now? You’re standing right as Bitcoin steps onto the global stage—surrounded by the biggest asset managers in the world, all scrambling to buy up what little supply is left. The demand is relentless. The supply is fixed. The equilibrium price is rising. I truly believe we’ll see a 10X in Bitcoin over the next five years. And if you still feel like you’re playing catch-up, you’re not out of options. There are ways to amplify your exposure—like Bitcoin treasury companies. MicroStrategy now holds over 214,000 BTC and has effectively become a leveraged Bitcoin vehicle traded on the stock market. In past cycles, it’s outperformed Bitcoin itself. Metaplanet in Japan is following the same blueprint,...

We’re living through truly extraordinary times—not simply because things are changing, but because of how breathtakingly fast those changes are happening. Take artificial intelligence: it’s no longer some futuristic buzzword from a sci-fi movie; it’s already reshaping our lives, economies, and even how we relate to each other. But here's what's really mind-blowing: artificial general intelligence is just around the corner. This isn't the kind of gradual innovation we're used to—it’s a complete overhaul. AGI promises to rewrite the rules of entire industries practically overnight, delivering changes more profound and rapid than anything humanity has ever experienced. Forget the Renaissance, the Industrial Revolution, or even the dawn of the internet—this transformation could eclipse them all, and do it faster than any of us can imagine. Parallel to the AI revolution, Bitcoin has had its own remarkable story. Just a little over a decade ago, it was an obscure digital experiment—dismissed by mainstream finance as a tech nerd's hobby, virtual Monopoly money with no real-world impact. Fast-forward to today, and Bitcoin has completely transformed. Countries like El Salvador now officially recognize Bitcoin as legal tender. Sovereign wealth funds—from Singapore to the Middle East—are quietly stacking it into their national reserves. Big corporations like MicroStrategy have turned conventional treasury management upside down, boldly choosing Bitcoin as their primary reserve asset. Bitcoin’s journey from fringe curiosity to essential financial infrastructure underscores a major shift in how we store, exchange, and even define value worldwide. And it’s not just technology and finance that are seeing these seismic shifts; geopolitics and economic strategies are also entering uncharted waters. With the Trump administration back in power, we’re witnessing a total rewrite of the traditional economic playbook. Tariffs, once cautiously applied economic tools, are now wielded boldly, reshaping global alliances and challenging decades-old partnerships. Long-standing allies like Canada and Europe now find themselves in more transactional relationships, while surprising new economic partnerships emerge based purely on pragmatism. This rapidly evolving landscape is generating unprecedented uncertainty—but also enormous opportunity. So how do you make sure you end up on the winning side of this historic transformation? By actively educating yourself, staying ahead of the curve, and positioning yourself to prosper. I've always made it my mission to anticipate where things are headed—and more importantly, to share that vision with you. Back in 2017, I first introduced Bitcoin to you when it traded below $5K. Today, with Bitcoin over $100K, I’m more convinced than ever that we'll see it hit $1 million within the next five years. The conversations I’m having make it seem inevitable. It’s those conversations you need to be a part of—either having them yourself or listening to them through podcasts like mine. A good place to start is this week’s Wealth Formula Podcast, where I talk with Anthony Pompliano, better known as Pomp.

When I was a young surgeon just coming out of residency and finally started making some money, I had to do something I’d never done before: find someone to do my taxes. Naturally, I asked around. I went to the older, more experienced surgeons in my group and said, “Who do you guys use?” A few names came up, but one firm kept coming up over and over. So, I figured it was probably a good idea to go with them. One of the main things people said about this firm was that they were “conservative.” At the time, that sounded like a good thing. In hindsight, it absolutely wasn’t. You see, the problem with how high-paid professionals—especially physicians—choose tax professionals is that we confuse what “conservative” means in different contexts. As a surgeon, being conservative is a virtue. You don’t operate unless you absolutely need to. You’re cautious. That kind of conservatism saves lives. But taxes? That’s a whole different game. The vast majority of the tax code isn’t about when you have to pay taxes. It’s about when you don’t have to. It’s about the legal strategies and frameworks that allow you to keep more of what you earn. It’s not black and white—it’s grey. And to navigate the grey, you need someone who understands how to interpret the code, not just read it like a rulebook. A “conservative” CPA, in that world, is someone who avoids the grey entirely. They stick to the simplest interpretations, ignore all the nuance, and frankly, don’t work that hard to save you money. And that’s not what you want in a CPA. I learned that the hard way. The first couple of years, I basically paid more than I should have because I didn’t know any better. Eventually, I figured it out. Now, to be clear—there are CPAs out there who work hard, understand the tax code deeply, and can make a huge difference in your tax liability. But chances are, you don’t know them. Because you’re asking your colleagues. Or you’re using the same firm your parents used. If that sounds like you, I’d encourage you to reconsider before you waste another year failing to optimize your taxes. One of the guys I think does get it—who really understands how to interpret tax law and save people money—is Casey Meyeres. And he’ll be my guest on this week’s Wealth Formula Podcast and we will discuss the latest tax bill put out by congressional republicans.

ITR Economics has been predicting a “Great Depression” beginning around 2030. Over the past seven years, I’ve had multiple representatives from their firm on the show, and they’ve never wavered from that forecast. That might not sound so alarming—until you realize that their long-term predictive track record is 94% accurate over the last 70 years. To understand why their conviction is so strong, tune into this week’s episode of Wealth Formula Podcast. Once you hear the reasoning, it’ll all make sense. The major drivers of this projected economic downturn are debt and demographics. We’re spending unsustainably on entitlement programs like Medicare and Medicaid—programs that virtually no politician has the appetite to reform. At the same time, the Baby Boomers—who make up a huge chunk of the U.S. population—are moving out of the workforce and into retirement, where they’ll become a significant economic burden. It seems inevitable. But as you listen, I want to introduce one wild card that could change everything: artificial intelligence. I truly believe we’re on the cusp of a technological transformation that could rival the Industrial Revolution. Think back to when Thomas Malthus predicted global famine due to population growth. What he didn’t account for was the invention of the tractor, which revolutionized food production. In the same way, we may be underestimating the impact of the robotic age driven by artificial intelligence. Right now, economic growth is tied closely to the size of a country’s working population. But what if AI allows us to dramatically increase productivity with the same—or even a smaller—workforce? What if robotics drives a low-cost manufacturing renaissance in the U.S., making us competitive again without relying on cheap labor from overseas? In my view, these are the most important questions in American economics over the next decade. And to understand just how critical it is that we get this right, this week’s episode lays it out clearly: the alternative may look a lot like the 1930s. Learn more about ITR and their resources: https://hubs.la/Q03kw-Fs0

The Wealth Formula Community is filled with high-paid professionals and small business owners—I'm one of them. Most of us are so focused on making a living that we rarely think about the day we might want to sell our "jobs." Over the years, I've encountered many physicians and dentists who never even considered an exit strategy until private equity firms approached them. Some of these lucky professionals have become quite wealthy from these transactions. But here's the thing—they could have done even better if they'd planned their exit earlier. Even if your practice or business isn't huge, it's still an asset you can sell. In fact, if your business is on the smaller side, it's even more crucial to optimize it for a sale. So, how do you do that? It's actually pretty straightforward once you understand what buyers are looking for. Preparing your business for sale several years in advance can significantly increase the price you'll get when you sell. This week's episode of Wealth Formula Podcast dives into these topics. If you have a business or practice you plan to sell someday, you definitely want to tune in. And even if you don't, understanding business valuation and the key terms related to business acquisitions is valuable knowledge for any investor.

Wealth Formula Network, our online mastermind group, is where we dive into the financial questions that keep us up at night, and one debate that keeps coming up is whether to pay off your mortgage. It’s a complex question, but let’s unpack the math and the emotion so you can decide for yourself. First, think of your mortgage as a lever: with just 20% down, you control 100% of your home’s value. On a $500,000 property, that means your $100,000 down payment magnifies the impact of appreciation. If home values rise 4% in a year, your equity grows by $20,000—an effective 20% return on your original $100K. Had you paid the full $500,000 up front, you’d still make the same $20,000—but that’s only a 4% return on investment. Next, consider opportunity cost. Every extra dollar you funnel into your mortgage is a dollar you can’t deploy elsewhere—whether it’s a diversified stock portfolio, a private deal, or even another rental property. Historically, a balanced investment mix has returned 10% annually, comfortably outpacing most mortgage rates and turning “trapped” home equity into “working” capital. Here’s something else you might not have considered: your mortgage can actually serve as asset protection. Creditors (or an overzealous bank) are far less likely to tap a property that still carries a lien. By keeping a mortgage in place, you make your home less attractive as collateral and shield your equity in other holdings. So, when you run the numbers, the case for holding onto lower cost debt and investing the difference is compelling. But, math isn’t everything. There’s intangible value in the day you write “0.00” next to your mortgage balance: no monthly housing payment, no looming due dates, and a deep sense of security—especially as you head toward retirement. Bottom line—there is no single correct answer. Know the pros and cons, weigh your financial goals against your emotional needs, and choose the path that aligns with both your head and your heart. Make that decision thoughtfully, and you’ll sleep better either way. Speaking of mortgages, have you ever wondered what reverse mortgages are all about? Those late-night commercials often make them seem like a ways to rip-off seniors. Is there something really useful there? Well, I invited an expert onto the show to teach us all about them and was pleasantly surprised. Reverse mortgages can be a smart tool for homeowners nearing retirement and something you might consider for yourself someday even if you’ve got other money. Curious to learn more? Tune in to this week’s episode of Wealth Formula and get the full story.

I used to scoff at Wall Street, believing the stock market was the last place to build real, life-changing wealth. I leaned exclusively on real estate, private businesses—even Bitcoin—to grow my net worth. But times change. I’ve softened my stance on equities and now see a place for stocks in my portfolio—just not the way most people do. I think of them as cash-flowing assets, much like real estate, following the approach of Andy Tanner, Robert Kiyosaki’s “Rich Dad” stock advisor. Over the past two weeks, I decided to put Andy’s strategy to the test by selling covered puts on companies I wouldn’t mind owning. In that short span, I’ve already pocketed a 4% return. Sure, it could be beginner’s luck—or it might be the rich option premiums on names like Tesla and MicroStrategy—but I’m off to a promising start. Can I realistically expect 80–100% annualized returns? Probably not, especially once I’m assigned and actually own some of these shares. But those who follow Andy’s more conservative, textbook version of the strategy often cite annualized returns of 25%—and that’s what I’m aiming to learn. So I’m enrolling in his next Cash Flow Academy course to master the details. The takeaway? Even an old dog like me can learn new tricks, so long as he keeps an open mind. Don’t worry—I’m still a real estate guy at heart. But I appreciate having some liquid, income-producing positions, and this feels like a smart way to do it. If you’ve got a retirement account that could use a boost, you might find this approach especially appealing. To hear why I’ve done a complete 180 on stocks, tune into this week’s episode of the Wealth Formula Podcast, where I sit down with the cash-flowing-stocks guru himself, Andy Tanner. P.S. Don’t miss Andy’s free upcoming event—details here: https://yv932.isrefer.com/go/siwmo/ccc/

The last couple of weeks, we’ve been deep in the world of buying businesses. But what happens when it’s time to cash out? Maybe you’re ready to sell your business, that investment property you’ve managed for years, or another major asset you’ve poured your energy into. If you’re like most people, the thrill of a big sale is quickly followed by a less-exciting thought: “Wait, how much am I going to owe in taxes?” It’s the classic one-two punch—first the celebration, then the sinking feeling as you picture Uncle Sam’s hand reaching for a chunk of your hard-earned gains. But here’s the good news: you actually have options. Real, legal, IRS-approved options. And the right strategy can mean the difference between watching your profits shrink and putting your money to work for you—sometimes for years to come. Of course, things get a little trickier if you have a mortgage or other debt on the property, but don’t worry—we’ll break that down too. Let’s start with one of the oldest tricks in the book: the 1031 Exchange. If you own investment real estate, you’ve probably heard about this one. The idea is simple: sell your property, buy another “like-kind” property, and—if you follow the rules—kick that tax bill down the road. But here’s the twist: if you’ve got a mortgage, you’ll need to replace that debt with equal or greater debt on your next property, or pony up the difference in cash. Otherwise, the IRS will want a piece of the action right away. So yes, leverage matters! Now, maybe you’re tired of being a landlord but still want those tax perks. Enter the Delaware Statutory Trust, or DST. This is essentially 1031 exchanging into a syndication that is designed for this type of thing. You sell your property and, instead of buying another one yourself, you buy a slice of a big, professionally managed property—like an apartment complex or shopping center. DSTs often come with their own loans, so you can match your old mortgage and keep the tax deferral going. The upside? No more midnight calls about leaky faucets. The downside? You’re trusting someone else to run the show and they need to be good at it (just like any syndication operator). And, there are some rules and restrictions that can affect your returns negatively. But what if you’re selling a business? That’s where Employee Stock Ownership Plans, or ESOPs, come in. Imagine selling your company to the people who helped you build it—your employees—and deferring a big chunk of your capital gains tax in the process. It’s a win-win, but if your business has debt, things can get complicated fast. This is definitely a strategy where you’ll want a seasoned advisor in your corner. Now, let’s talk about installment sales and structured sales. In this scenario, instead of getting paid all at once for your asset, you spread out the payments—and the taxes—over several years. Structured sales even bring in a third party to guarantee those payments, adding an extra layer of security. But—and this is a big but—if you have a mortgage, the IRS treats the amount the buyer pays off as if you got that money in cash on day one. So, you’ll pay taxes on that portion right away. For example, if you sell for $1 million but owe $600,000, you can only defer taxes on the $400,000 you actually receive over time. The more debt you have, the less you can defer. And finally, we have the Deferred Sales Trust—the topic of this week’s Wealth Formula Episode. Think of this as the “supercharged” version of a structured sale. Instead of waiting on the buyer for payments, you transfer your asset to a trust, which sells it and invests the proceeds. You get to choose how and when you receive your money, and the trust can invest in all kinds of assets while your taxes stay deferred. It’s flexible, it’s powerful, and it gives you the chance to grow your money while you wait. Which of these strategies is right for your situation depends on your goals, your assets,