I am modeling a transaction and am having trouble determining whether or not the search capital should be included in the uses of funds. I understand that in the case where none of the initial SF investors follow, you have to repay the search capital + the step up.

But what happens in a transaction where all or most of the initial investors roll their equity? You don't really need to repay this capital. Does this mean that SF capital should not be included in the uses of funds? But how do you take into account the equity rollover then?

Thanks for your help !