Looking to execute a deal with a 60/40 split, where we finance 60% of the purchase price, and have the seller retain 40% with an agreement to buy them out in, say, 5 years. Two questions about this structure:

1. The real estate is included in this deal. Should we be acquiring 60% of the real estate, or all of it + 60% of the business?
2. How does the future buyout work in an equity rollover? If we're acquiring 100% of the business for 5x EBITDA, and we're buying 60% today (i.e. 3x EBITDA), does that mean that at the end of the cycle we'll be buying the remaining 40% for 2x EBITDA (of the improved business)? Or am I missing something?

Help would be appreciated. Thank you!