Rollover equity
When a seller keeps a minority stake in the business rather than cashing out entirely, and sells it later alongside the new owner.
In more detail
In a rollover the seller reinvests part of their proceeds into the buyer's entity, typically ten to thirty percent, and exits fully at a later sale. It is common where the buyer is private equity building a platform. The pitch is the second bite of the apple: if the new owner grows the business and sells it again in five years, the rolled stake can be worth more than the cash you gave up. The risk is that you now hold a minority position in a company you no longer control, and minority stakes are worth what the majority owner decides to do.
For example
On a $10M sale the seller takes $8M in cash and rolls $2M into the buyer's holding company for a 15% stake.
If you are selling
Rolling signals confidence and often raises the headline price. Understand what rights the minority stake carries, especially what happens if the next sale never comes.
If you are buying
It keeps the seller invested in the outcome and reduces the cash you need at close. It also means your seller is now your partner, so their expectations need to be aligned before signing, not after.
Related terms
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