There are numerous advantages to selling a private company to an ESOP, rather than to an outsider. These benefits accrue to the seller, the company, and to the employees. No other acquirer can offer such an array of advantages.
The sale proceeds can be fully sheltered from taxes
The sale price is full fair market value
Rapid turnaround time, in as little as 120 days
The ability to sell stock rather than assets
The ability to sell all or part of the company
Deductibility of principle payments on the buyout loan
Deductibility of dividend contributions used to repay the buyout loan