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Third Party Leverage ESOP to Fund R&D

January 14, 2019

My Post 9/11 veteran owned concern is the company in the accounting rules discussed below in the NCEO ESOP accounting guide


We have borrowed/Leveraged $400 Million in order to purchase R&D from SpaceX and ULA and Blue Origin, In return, we need “an offset” The Term offset has meaning in the international arms trade here we repurpose the meaning. When we contract with our partners we are mostly utilizing their employees so when those employees are working on our contracts they become co-employees. When they are not working on our contracts they are only ULA, SpaceX or Blue Origin Employees.

We are not proposing that an ESOP be set up at the partners at this time. I do recommend an ESOP feasibility study for future times. Its important for my post 9/11 veteran company to be engaged with all of you so the employment relationship is not seen by the IRS and ERISA or by the SEC as a de facto merged company, also my company being independent means less a chance of a co-employee having a shareholder cause of action against our partners.

So we make our way back to the Offset agreement, we are purchasing your R&D in order to bring forward the ACES upper stage, the Starship, The New Glenn sooner rather than later. SpaceX was unable to bring in $700 to $500 Million in new financing. We can do this only if the ESOP is guaranteed to be able to pay off the leveraged ESOP loan. This is part of the offset agreement, over 20 or so years the partner pays my company back this money plus an APR good enough to diversify and pay operating expenses. However, the offset is more complicated than just this because our banks would want you to sign agreements that would look very much like loan agreements. The Offset agreement would provide for mutual relinquishment of this obligation by obtaining customers, how to do that?

My post 9/11 owned firm would seek customers to offset our partner’s obligation to pay our leveraged ESOP and the best way to do that would be to purchase the end result of the partners R&D perhaps we think by purchasing at very good prices our partners gently used launch vehicles at end of their economic life

The Offset part three is that the partners sell to us used the first stages of the Starship and New Glenn and here again in part act as Anchor tenants. Most likely NASA is a partial Anchor tenant and the partner’s partial anchor tenant. If the ESOP company on its own can wean itself from just being a conduit of a tax-free bank loan to a customer  and into a customer of our partners we are making that bridge into the cislunar economy

The idea of using propellant tanks into space stations is not new, we propose that New Glenn and Starship first stages as wet lab SSTO stages are the goal. This is new!


The best space station is one preconceived as one like Skylab. It was a purpose built dry lab. Our business case works best with a ULA or Blue Origin or Starship Dry lab space station. This then is the cost driver a New Glenn dry lab space station goes up first then this is our base to refurbish in orbit the wet lab first stage. Many argue this should be pioneered at the ISS. Imagine the sight of BFR, New Glenn, and Centaur dry labs at ISS and their first stages docked to one another. The dry lab station provides support to rehab of the wet lab first stages.

Steven Rappolee
Terrestrial & Cislunar Exploration technologies at A post 9/11 Veteran owned concern
Address VA CBOC 401 3rd St, San Francisco, CA 94107
Mobile 415 424 1455
Email Website






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