Structuring Equity Rollover For Traditional Search / Independent Sponsor
January 30, 2025
by a searcher from Northwestern University - Kellogg School of Management in San Francisco, CA, USA
Looking for some color on what's market for structuring equity rollover when the seller is going to stay with the business.
My deal with investors is that I'll get a 25% promote over a 10% pref (traditional search fund). The seller in my deal is going to stay on--both he and I have positive feelings about working together post-acquisition. Should his equity rollover be pari passu with my investors, or should his equity not be subject to the waterfall structure? Obviously, I'd prefer that I'll get a promote on the whole deal, but doesn't seem fair for him to pay for my efforts given that he'll be working in the business alongside me.
What do you think?