News & Updates


BTA, a previous division of Capstone Headwaters, Announces a Return to the Name Business Transition Advisors

Battleground, WA – Fourteen years ago Business Transition Advisors (BTA) was founded by Roy Farmer and Fred Thomas.  In an effort to expand its national platform, two years ago BTA became the ESOP advisory division of the middle market investment banking firm called Capstone Headwaters. BTA has become now independent of Capstone and returned to its original name of Business Transition Advisors, Inc.  Along with this, email communication will be under the “” address versus a Capstone address.

The experienced ESOP team of BTA has handled over 350 ESOP transactions, transacted more than $6 billion in market value, and improved more than 40,000 employees’ lives.

The name “Business Transition Advisors” has long been associated with Employee Stock Ownership Planning and we look forward to continuing to build the brand that has helped hundreds of business owners and tens of thousands of employees make these life changing transitions.

Roy Farmer, BTA’s Co-Founder & Managing Director remarked, “we chose to become aligned with the investment banking firm Capstone Headwaters as a means to further grow our national brand and to deliver more services to clients.  The strategy worked and last year we had a record number of new ESOP deals that we handled.”  Farmer continued, “Going forward, we needed to make a decision whether our future would be as a division of an i-bank or whether we should operate as a stand-alone ESOP advisor.  Ultimately, we believed continued growth will be best achieved as an independent ESOP advisory firm.”

“Capstone delivers great results for their investment banking clients and we wish them continued success as they develop their business. For companies where an ESOP is not the right fit, we suggest interviewing a Capstone banker to determine whether their services can best fill their needs,” commented Farmer.


“Increased taxes favor ESOPs. While pundits and advisors debate what tax reform measures will ultimately get passed by Congress, universally the belief is that taxes will go up.  ESOPs thrive in this environment because of the tax savings to the selling shareholder and the business, plus the retirement benefits to the employees reduce turn-over and promote loyalty.  BTA is bringing on more staff to meet current and expected demand of our ESOP services,” said Fred Thomas, co-founder and Managing Director of BTA.

Under today’s current tax policy, business owners generally pay capital gains tax on the gain recognized when they sell their business.  Those taxes could be as high as 37% for individuals in a high tax state.  Under the proposed Biden tax plan, capital gains taxes could go up to 43.4% on a federal level, plus state taxes.  When you include state taxes, business owners may be paying more than half of their gains in taxes.

Fortunately, business owners have a choice to avoid those taxes when selling a business.  Electing tax code §1042 allows business owners to pay no tax when the business is sold to an Employee Stock Ownership Plan.  Like a §1031 roll-over to defer the tax on a real estate sale, the §1042 election allows a business owner to rollover the proceeds to another investment and avoid the tax.

ESOPs are not for every situation, but for those business owners that bring in BTA to learn about ESOPs and choose this exit option, that owner will likely end up with more after-tax money in their pocket compared to a taxable sale to a 3rd party.

Dan Zugell Featured in The Alternative Board Newsletter

Dan Zugell speaking at the Financial Planning Association of Middle Tennessee Symposium


Exit Planning Institute Webinar Featuring Mark Nicklas of Nicklas Supply

Watch the Pittsburgh Chapter Webinar Video Online.

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Understanding Your Business Exit/Transition Options: Employee Stock Ownership as a Potential Path

When owners of a privately-held business plan to retire, they’re faced with several potential exit options to monetize their wealth, preserve their legacy, and ensure financial continuity for the next generation. Among these options is an Employee Stock Ownership Plan (ESOP), which can be an effective, win-win strategy for owners, employees, the community, and the […]

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Employee Stock Ownership Plans – What Business Owners Need to Understand Part 2

Featuring Ashleigh Walters, President of Onex, Inc. On February 24, HBKS Wealth Advisors presented a webinar offering insights on the advantages to employers and employees of an employee stock ownership plan (ESOP). The panel of experts discussed the challenges many business owners face with succession planning and personal financial planning, and the solution an ESOP […]

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Employee Stock Ownership Plan: Understanding the Business Succession and Financial Planning Benefits

Featuring Ashleigh Walters, President of Onex, Inc. On February 24, HBKS Wealth Advisors presented a webinar offering insights on the advantages to employers and employees of an employee stock ownership plan (ESOP). The panel of experts discussed the challenges many business owners face with succession planning and personal financial planning, and the solution an ESOP […]

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Exit Planning Institute

Pittsburgh Chapter featuring Mark Nicklas, President of Nicklas Supply Watch the webinar with

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Tax advantages of ESOPs as an exit opportunity for architecture and engineering firms

Stakeholders in mature architecture and engineering firms nearing retirement are bombarded with ideas from many advisors for the “best” exit option. Despite the owners’ desire to continue to run their firms as they always have and simply focus on their clients, they need to contemplate several key considerations of a solid and successful exit plan, which include: […]

Employee Stock Ownership Plans Financing

An ESOP is the only tax-qualified retirement plan that may borrow money. Both principal and interest, subject to limits, on debt incurred to purchase stock from a selling shareholder are deductible to the corporation. Therefore, due to the tax advantages afforded only an ESOP, most ESOP transactions are financed through borrowed (leveraged) funds. Senior Bank […]


ESOPs are projected to be the biggest transfer of wealth in U.S. history. A discussion regarding Employee Stock Ownership Plans (ESOPs) must contain the obligatory ESOP basics, including an ESOP definition, as well as the advantages to the seller, company and employees. This article will briefly do the same, but will focus mainly on the non-leveraged ESOP, […]


A company sponsoring an ESOP must “make a market” for vested plan participants. To ensure the success of an Employee Stock Ownership Plan (ESOP) as an employee motivational tool and as a means of corporate finance and succession planning, a company sponsoring an ESOP must “make a market” for vested plan participants who are entitled to […]


ESOPs have the most advantageous tax benefit. Download Document A recent Price Waterhouse Coopers report indicated that 62% of the U.S. companies planning to sell all or part of their business will do so within the next 5-6 years. U.S. Department of Commerce’s 2010 statistics show that Pennsylvania’s Allegheny and the surrounding five counties account […]


Employee Stock Ownership Plans, or ESOPs for short, are gaining momentum as baby boomers look to transfer their businesses in a way that best suits their families’ goals and objectives. Many are family businesses that would like to perpetuate the business into the next generation or key management, but giving the business away is not […]


ESOP // Employee Stock Ownership Plan // A qualified, defined contribution employee retirement plan designed to invest primarily in employer stock of a sponsoring company. Download Document ESOPs ESOPs provide an opportunity for business owners or shareholders to successfully plan an immediate or gradual tax advantaged exit strategy, while also engineering the continued success of […]


Does the ESOP Trust control the Board since they are the stockholders? Download Document The key component to control is the type of Trustee you choose once the ESOP is established. There are two types of trustees, independent and directed. An independent Trustee is independent of the current Board of Directors and has broad fiduciary […]


Every ESOP plan is carefully designed to fit specific needs and is not a one-size-fits-all approach. The process varies in complexity depending upon the unique circumstances of the company, the owner, and the goals to be achieved. We insist on installing a succession plan that will work over the long term while maximizing benefits to […]

News Articles

Culture Shift Smooths the Transition for Onex to Become an Employee-Owned Company

Ashleigh Walters, President of Onex, Inc., first heard of ESOPs – Employee Stock Ownership Plans – in November 2019 while sitting on a succession planning panel at a local workforce event. She had planned on leaving the event immediately at the conclusion of her panel but found herself staying to hear Kevin McPhillips talk about […]

Pittsburgh City Council Voices Strong Support for Employee Ownership

The unique succession strategy can save jobs, prevent companies from moving out of Pittsburgh and improve retirement planning. Business Transition Advisor’s Dan Zugell, Senior Vice President,  and two BTA clients testified to the Pittsburgh City Council on the benefits of ESOPs. PITTSBURGH, PA – Pittsburgh’s City Council held a Public Hearing on Jan. 29 at City Hall […]

State Explores Strategies to Prevent Businesses from Leaving Pennsylvania

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Tax Advantages of an ESOP Exit Strategy with Daniel Zugell

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Morton Buildings is now 100 percent employee owned

When Robert Bell went to work for Morton Buildings Inc. in Pearl in 1996, he was drawn by the fact that it was a family-owned business. “It was a large company, but it was not corporate America,” said Bell, who is construction center general manager for Morton Buildings Inc. in Pearl. “Just like UPS or […]

Lytle Signs now has 85 owners

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The Big Picture: What Comes Next?

If you’ve spent most (or all) of your professional career building a small- to mid-size business, and you’ve reached the point where you need to consider the “exit,” then you’d be doing yourself a disservice if you failed to consider an Employee Stock Ownership Plan, or “ESOP.” There are pros and cons to any plan, […]

All Things Financial Video Series with Dan Zugell

Watch Dan Zugell, from Business Transition Advisors, provide an overview of the history, intent and government position on Employee Stock Ownership Plans (ESOPs) as well as a profile of the typical ESOP candidate. Additionally, a summary of the four major tax advantages and the advantages to the seller, employees, company and community will be addressed. […]

Employees Take Ownership of Arlington Plating

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Redneck Outdoor Products Forms Employee Stock Ownership Plan

Source: PR Newswire – Redneck Outdoor Products   LAMAR, Mo., March 24, 2017 /PRNewswire/ — Danny Little, CEO of Redneck Outdoor Products, Inc proudly informed employees on December 27th, 2016 that the Company has formed an Employee Stock Ownership Plan (ESOP) and, in doing so, has joined the growing list of companies whose employees are stakeholders.   […]