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Rollover Equity in PE Sale (Second Bite)

Roll 20–40% into buyer's newco tax-deferred — get a second exit in 3–5 years.

Overview

When selling to private equity, negotiate to roll 20–40% of proceeds into the acquirer's newco equity on a tax-deferred basis (§721 or §368 reorg). Cash out majority now; keep upside on the PE firm's value-creation plan. Typical 'second bite' returns 2–4x rollover in 3–5 years when PE flips. Requires careful structuring to preserve tax deferral.

Best fit
Founders selling to PEManagement teamsFamily-business exits
Estimated impact
2–4x rollover value in 3–5 yrs, tax-deferred entry

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