14-page guideAs of Q3 2026

Rollover equity in a company sale

When part of the purchase price is not paid in cash but stays invested in the company: this guide explains how rollover equity works, where value is created — and where the traps are.

  • Rollover, sweet equity and co-investment compared
  • Worked example including the waterfall
  • Seven negotiation points for sellers
Guide cover: Rollover equity in a company salePDF · 14 pages
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Contents

Three chapters, one decision framework

Chapter 1: Fundamentals & structuresChapter 1

Fundamentals & structures

Why buyers ask for rollover equity — and how rollover, sweet equity and co-investment change your stake, your upside and your control after the sale.

Chapter 2: Valuation, dilution & worked exampleChapter 2

Valuation, dilution & worked example

How entry valuation, liquidation preference and dilution determine what your rolled-over stake is really worth — including a full waterfall.

Chapter 3: Risks, taxes & negotiationChapter 3

Risks, taxes & negotiation

The six risks that erode rollover equity, the tax levers for your net return and seven points that secure your position.

Voices

What founders and advisers say

“I read this before my first adviser meeting — it completely changed how we negotiated the structure.”
Sophie van de BergFounder of a mid-sized software company
Author

Who wrote the guide

Felix Buschkotte, advisor at FeldbergFelix BuschkotteAdvisor @ Feldberg

IT entrepreneur with more than seven years of experience and a successful exit. He supported the sale of his own family business and advised on numerous private equity acquisitions.

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14 pages, built for owners, founders and their advisers. No sharing, no spam.

Guide cover: Rollover equity in a company sale
Get the guide for freeDiscreet. Never shared. Free for sellers.