Rollover Equity or Partial Equity deal

searcher profile

August 27, 2024

by a searcher from Duke University - The Fuqua School of Business in New York, NY, USA

Has anyone successfully executed a rollover equity or partial equity deal whereby they first acquired a majority interest from the seller and subsequently acquired the remaining minority interest? I would be interested in hearing about the cap table at closing, structuring of your SBA loan, governance with the seller, the subsequent buyout, and any other lessons learned.

Best,
Shawn

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commentor profile
Reply by a lender
from Eastern Illinois University in 900 E Diehl Rd, Naperville, IL 60563, USA
Great question. We are doing many partial business acquisitions this year with the new SBA partial business acquisitions rules, but none of them are aged enough where the buyer is now acquiring the rest of the business. We have seen more traditionally financed transactions from past years where the seller has rolled equity and the buyer eventually bought them out. Happy to talk about how to structure SBA partial business acquisitions. You can reach me here or directly at redacted
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Reply by a professional
from University of Michigan in Detroit, MI, USA
Hi ^redacted‌, if you're specifically referring to the SBA context, not exactly. The SBA rules only recently changed to permit rollovers. So while we've negotiated a number of rollover deals in the past year, our clients have yet to acquire the remaining minority position. That said, I'm happy to share my experiences to date.

(1) We're typically seeing the seller retain between 5%-15% equity (20% or more and the seller will have to sign the SBA loan PG###-###-#### The seller and buyer enter into a fairly standard majority / minority operating agreement, with the buyer largely calling the management shots, and the seller retaining veto over some negotiated items. (3) The seller will get anti-dilution rights (preemptive rights) and certain minority protections such as a tag along (can opt to join the buyer, if buyer wants to sell his or her equity). Finally, (4) the buyer will normally get a drag along (can force the seller to join him in a sale) and, importantly, a call right (can force the seller to sell at some point in the future).

Ultimately, rollovers are pretty deal specific. There is a lot to be negotiated. But if done well, the buyer gets the benefit of continuity while the seller gets to enjoy potential upside. Lenders appear broadly supportive. In some cases, lenders have even asked for the seller to retain equity, where the buyer is relatively inexperienced in the sector/industry, just to help with the risk profile (less transition risk).

Hope that helps. Feel free to DM me with more questions or reach out directly at redacted
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