Most of our sell-side clients prefer to receive all cash consideration at closing but are willing to remain in their current position with the company or at least as a consultant for one to two years.
If there is a wide bid-ask spread however, either an earnout or rollover equity may be used to bridge the gap. The willingness of the owner to stay involved post-closing becomes paramount in the context of either an earnout or rollover equity.
Which is better and why? Does a seller always have a choice?
Sellers do not always have a choice as it depends on the nature of the buyer. Large public companies are often hesitant to use stock while private-equity backed platforms are usually open to and often prefer to use rollover equity as an element of consideration.
There are advantages and disadvantages to both, but we have a strong preference for one over the other.
Earnouts
- The big advantage to earnouts is that the ultimate consideration is cash.
- On the other hand, earnouts are difficult to negotiate, adding cost and delay to the documentation process.
- Sellers are also typically very skeptical of the buyer’s motives, thinking the buyer will do whatever is possible not to pay it.
- In addition, post-closing the seller loses its grip on control and therefore the ability to implement a plan that would maximize the chances of achieving the necessary growth.
Rollover Equity
- We believe rollover equity provides a better alignment of interests between buyer and seller. Both sides are motivated to increase the overall value of the business.
- Although seller’s equity comes with minimal rights and is most often in a junior position relative to the buyer’s equity, at the end of the day if the value of the business goes up, the seller’s equity will increase in value.
- In addition, the rollover equity has value from day one.
If we have the opportunity to push for one over the other, we strongly advise our seller clients to go with rollover equity in lieu of an earnout.
