Guides
The mechanisms, one at a time
Rollover Equity: You Are Financing Your Own Buyout
A rollover position is not cash. It is a minority stake in a sponsor-controlled holding company with no market, no put right, and no timeline you control.
The Comp Reset: The Line Item Nobody Models
Your post-close compensation is not a salary. It is the mechanism that recovers a meaningful share of the purchase price from you over the employment term.
Earnout Hurdles: Contingent Money Priced As Certain
An earnout is presented as upside. It is a discount to the purchase price that the buyer only pays if targets they largely control are met.
Holdbacks and Escrow: Your Money, Their Account
A holdback is 10 to 15 percent of the purchase price sitting in escrow for 12 to 24 months, securing indemnity claims that the buyer defines and the buyer asserts.
What Exclusivity Actually Binds You To
The non-binding letter of intent contains binding provisions. Exclusivity is one of them, and signing it ends your leverage before the diligence has started.