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What is Rollover Equity in Business Acquisitions?

Reinvesting your business sale proceeds tells investors your legacy is still worth it. Here's why.
what is rollover equity in business acquisitions
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What is Rollover Equity?

Rollover equity is the portion of the sale proceeds invested back into the buying company. Think of it as a way to keep some skin in the game.

Instead of taking all the cash and walking away, the seller stays invested, often receiving shares in the new company.

Why would anyone do this?

Well, it’s a sign of confidence in the future success of the business. It can also be a strategic move to align interests between the buyer and seller, ensuring a smoother transition.

But this isn’t a new idea. The concept of rollover equity has been around for a while, evolving to suit different business landscapes. Historically, it’s been a tool used in mergers and acquisitions to facilitate deals and foster collaboration between parties.

In a nutshell, rollover equity is more than just a financial term—it’s a strategic choice that can shape the success of a business sale. It’s about partnership, trust, and a shared vision for the future.

Quick Key Takeaways

  • Concept Overview: Rollover equity is akin to a seller’s reinvestment in a business they’ve just sold. Instead of cashing out entirely, they maintain a stake, signaling belief in the business’s future.
  • Historical Significance: This isn’t a new trend; businesses have used rollover equity for years to ensure smoother mergers and acquisitions.
  • Strategic Choice: It’s not just about finances but about fostering partnerships, ensuring smooth transitions, and sharing a vision for the business’s future.
  • Benefits: For sellers, rollover equity can be a ticket to future profits if the business excels. It also reassures buyers, as the continued involvement of the seller can be seen as a vote of confidence.
  • Caveats: Like all investments, rollover equity comes with risks. The business might not flourish as expected, and sellers might grapple with reduced influence and potential disagreements with new stakeholders.

How Rollover Equity Works

Now, how do you make an equity rollover? Let’s walk through it step-by-step:

  1. Decision Time – First, you decide how much of your ownership you want to roll over. It could be 10%, 20%, or even 50% (commonly at 20%). It’s up to you.
  2. Sale Agreement – Once you’ve decided, this decision is documented in the sale agreement. This is where you and the buyer lay out the terms.
  3. Transition Phase – After the sale, there’s usually a transition phase. Here, you might help the new owners get settled, offer some guidance, or even stay in a leadership role.
  4. Future Payouts – With your rollover equity, if the company does well in the future, you stand to benefit. Think of it as a potential bonus for your belief in the company’s potential.
  5. Exit Strategy – Eventually, there might come a time when you want to cash out your rollover equity. This could be when the company is sold again or goes public.

Advantages of Rollover Equity

Now, the real question you should be asking is: why would I opt for it, and what’s in it for me?

In essence, rollover equity is more than just a financial decision—it’s a strategic move, a nod to the future, and a testament to your belief in the business you’ve built.

Here’s why:

Post-Sale Involvement

Retaining a stake in the business means you’re not saying a complete goodbye. It’s like leaving a party but still peeking through the window to see how things are going.

You’ve nurtured this business, and with rollover equity, you still have a seat at the table. You can watch it grow, evolve, and maybe even give a nudge or two in the right direction.

The Future Looks Bright

Here’s the exciting part. With rollover equity, there’s potential for future profits. Imagine the business takes off in a big way after the sale. Since you’ve kept a stake, you get to share in those profits.

It’s like planting a tree, selling the garden, but still getting some fruits. In short, predictability in your business is one way of telling your buyer it’s all good in the long haul.

We're in This Together

Rollover equity creates an alignment of interests between you (the seller) and the buyer. It’s a way of saying, “I believe in this business’s future, and I’m sticking around in some capacity.” This can be reassuring for the buyer.

They might think, “If the previous owner still sees potential here, maybe this is a good move.” It fosters a sense of partnership and mutual investment in the business’s success.

Potential Risks of Rollover Equity

While rollover equity has its perks, it’s not all sunshine. In fact, there are potential downsides and challenges to consider.

But don’t fret—there are ways to mitigate these risks too. Let’s dive in:

The Flip Side of Potential – Remember when we talked about the potential for future profits? Well, the opposite is also true. If the business doesn’t do well, the value of your retained stake could decrease.

Loss of Control – Once you sell, even if you retain some equity, you might not have the same level of control or influence over business decisions. It can be tough to watch the new owners make choices you might not agree with, especially if you’re still emotionally invested.

This is one of the reasons why you need to ask yourself first if you’re ready to sell your business.

Liquidity Concerns – Rollover equity isn’t as liquid as cash. If you suddenly need funds, it might not be easy to quickly convert your equity into cash without selling it at a discounted rate.

Alignment Issues – While rollover equity can align interests, it can also lead to potential conflicts. What if your vision for the business’s future differs from the new owners? It can lead to some tense boardroom discussions.

How to Minimize the Risks

  • Diversify Your Portfolio – Don’t put all your eggs in one basket. Diversifying your investments means you can offset potential losses from your rollover equity.
  • Clear Agreements – Before finalizing the sale, have clear agreements about your role post-sale, decision-making processes, and exit strategies for your equity.
  • Safeguard Funds – Consider using escrow agreements to hold a portion of your rollover equity to protect your funds against post-acquisition adjustments or indemnification claims, providing an additional layer of security.
  • Stay Informed – Even if you’re not actively involved, stay updated about the business’s performance. This can help you make informed decisions about your equity.

Example of Rollover Equity in a Business Sale

rollover equity example

Let’s say you have a small manufacturing business in Texas worth $1 million. But, you’re also $500,000 in debt. If you sell, you’d first pay off that debt, leaving you with half of its value.

Now, let’s say you want to keep 10% of the equity. That means you’d put back $100,000 into the business. So, after selling, you’d pocket $400,000 and still have a 10% stake in whatever happens next with the company.

Here’s a perk: you can put that $100,000 back in without paying taxes. So, instead of pulling out $100,000, getting taxed, and ending up with probably around $75,000, you keep the whole amount. So, thinking about it, how much of the company do you want to keep? If you keep 30%, you’d walk away with $350,000 in your pocket.

And if you go for a 40% stake? You’d get $300,000. That means you’re taking home 60% of the cash but still owning 40% of the business. That $50,000 gap between the two might not seem huge but think about the growth potential.

Imagine you find the perfect business partner, and the company’s value skyrockets—like, quadruples. Your 40% could be worth a whopping $1.6 million. However, if the value tanks by half, your $400,000 investment would only be worth $200,000.

That brings us to a significant point: Choose the right buyer.

A lot of people think they’ll just get their money and peace out. But, in reality, most deals mean you’re sticking around through seller financing or keeping some involvement in the business through a transitionary period. Your future profits and happiness? They’re all about teaming up with the right buyer. Don’t just focus on the upfront cash—think big picture.

One more thing: Holding onto a more significant portion of your equity in the business might bump up the selling price. If buyers see you’re confident about the future, they might pay more. Say the value goes up by 10% to $1.1 million. A 30% or 40% stake would be $330,000 or $440,000. But the cash you’d get? $470,000 or $410,000.

So, in this example, if keeping 30% improves the price by 10%, you’d pocket an extra $70,000 compared to a 20% stake. Even with 40%, you’d double your stake and only miss out on $90,000 right now.


So, if you’re selling, remember:

  1. You’ll probably stay involved after the sale.
  2. Think about rolling over more equity for a better valuation and future growth.
  3. Choose the right buyer—it makes all the difference.

Fortunately, your search ends here. Tsetserra Growth Partners is where you want to be with your business.

We don’t just buy businesses, we nurture them. Unlike others that only have short-term goals in mind (even just for a few years), we don’t have a planned exit—we value your legacy for generations to come.

Let’s make it happen by doing a quick and free valuation assessment of your business today.

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