Mastering Rollup Strategy: Structuring Equity & Control

Mastering Rollup Strategy: Structuring Equity & Control

Mastering Rollup Strategy: Structuring Equity & Control

YouTube player

When considering a rollup strategy, structuring equity and control effectively can be the difference between a successful acquisition and a failed one. In this blog post, I’ll break down a proven framework for equity distribution, seller retention, and the formation of a platform company based on real-world experience.

What is a Rollup Strategy?

A rollup strategy involves acquiring multiple businesses within the same industry and integrating them under a single platform company to increase efficiency and market value. The goal is to create operational synergies, streamline processes, and ultimately drive a higher exit valuation for all involved parties.

Structuring Equity in a Rollup

One of the most common questions I receive is: “How much equity should the seller retain after an acquisition?”

The key to effective equity structuring lies in balancing control while keeping the seller engaged for future growth. Here’s how I typically approach it:

  • 80/20 Split for Control: In most rollup deals, I acquire 80% ownership upfront while the seller retains 20% equity. This ensures I have control while still aligning the seller’s interests with the company’s future success.
  • Valuation Growth: The retained 20% can become even more valuable after a successful rollup. For instance, if the company’s value increases sixfold after integration, the seller’s 20% stake could be worth significantly more than the original sale price.
  • Retained Interest Value: This approach motivates the seller to remain involved and support the company’s growth, as they benefit directly from the increased valuation upon exit.

Key Insight: Acquiring control upfront allows you to lead strategic decisions while retaining a motivated seller who has a vested interest in the company’s long-term success.

The Role of a Platform Company in a Rollup

A platform company serves as the foundation for future acquisitions and integrations. Here’s how it works:

  1. Form a Holding Company (HoldCo): Once you acquire the first business, it becomes your platform company for the rollup.
  2. Establish Financial Agreements: For example, if you acquire 80% of a company valued at $1 million, you would pay the seller $800,000 upfront, with the remaining 20% retained as equity.
  3. Leverage for Future Acquisitions: This platform can then be used to acquire additional companies and create operational efficiencies across the entire rollup.

Pro Tip: Even before the deal closes, positioning the acquired company as the platform company strengthens your acquisition narrative and simplifies future negotiations.

Communicating Day-One Changes with Sellers

A common concern from sellers is how their business will operate post-acquisition. To ease these concerns, I emphasize continuity while establishing a long-term growth plan:

  • No Major Operational Changes: Initially, the business continues running as before while collaboratively identifying areas for optimization.
  • Growth Collaboration: The seller and I work together to identify growth opportunities, including additional acquisitions and market expansion.
  • System Optimization: Only after the first company is optimized do we integrate new acquisitions, ensuring a smoother transition.

By positioning the acquisition as a partnership for growth rather than a hostile takeover, sellers often feel more comfortable staying involved and supporting the rollup vision.

Key Takeaways for a Successful Rollup Strategy

  • Acquire Control: Aim for an 80/20 split where you maintain control but keep the seller invested.
  • Platform Company Foundation: Use your first acquisition as the launchpad for future rollups.
  • Motivate with Retained Equity: Seller retention drives long-term success when they share in the upside.

Final Thoughts

A successful rollup strategy is all about balance—controlling the deal while keeping sellers engaged for long-term value creation. By structuring equity thoughtfully and using a platform company, you can maximize returns while minimizing risks.

Additional Resources on Rollup Strategy:


Ready to explore acquisition strategies that fit your needs?

Book a Free Strategy Session with the EPIC Network to discover customized solutions to support your success.

👉 Schedule Your Free Strategy Session Now

Picture of Meet Roland Frasier

Meet Roland Frasier

Roland Frasier is an investor and business strategist with over 1,000 acquisitions and exits completed for himself and his clients.

His current portfolio companies include real estate, restaurants, business and home services, events, eLearning, e-commerce, franchise and SaaS businesses.

He has been a principle of 6 different Inc. fastest growing companies and serves on the Stanford University Advisory Board for Global Projects and their Family Office Steering Committee.

He has been featured in Business Insider, Fast Company, Forbes, Entrepreneur, Inc, Yahoo Finance and has appeared on all major television networks.

Roland has interviewed Sir Richard Branson, Sarah Blakely, Arnold Schwarzenegger, Martha Stewart, Magic Johnson and other business celebrities, many on his award winning Business Lunch podcast.

Related Posts

Roland Frasier

When structuring business rollup negotiations, mastering the art of strategic conversations can make the difference between closing a successful deal or facing objections. It’s about more than just presenting terms—it’s about guiding the other party toward a shared vision where they feel engaged and aligned with the outcome. Define the Outcome First Before entering business rollup negotiations or conversations, it’s essential to define your desired outcome. Ask yourself: For example, if your goal is to secure a seller’s involvement in a rollup with a 30% equity stake, build your conversation around that goal from the outset. Then, reverse-engineer your questions to gradually lead the seller toward embracing that vision. Ask Strategic Questions to Uncover Motivation Rather than stating your offer upfront, ask guiding questions that encourage the other party to reveal their own motivations. This approach builds trust and helps the seller convince themselves of the value of the deal. Sample Questions: By inviting them to share, you gain insights into their goals while subtly steering the conversation toward your desired outcome. Presenting a Term Sheet the Right Way Once you’ve identified motivations and established alignment, the next step is guiding the conversation toward a formal offer. Rather than presenting the term sheet as a final, unchangeable document, build it collaboratively. Key Tip: Develop a draft term sheet in advance that reflects the outcomes you’re aiming for, then ask targeted questions to encourage agreement on the key points. This allows the other party to feel they’re part of the decision-making process rather than having terms imposed on them. Engage Stakeholders with Inclusion When multiple stakeholders are involved, such as a business owner and their heirs, ensure you equally engage all parties. Dividing attention equally helps build rapport and ensures no one feels left out. Pro Tip: If a less vocal

Read More »
Roland Frasier

When approaching a business acquisition, addressing seller objections is often the key to moving the deal forward. Sellers may have concerns about financing, risk, or their future involvement, but effective strategies can turn these objections into opportunities. Here, I’ll walk you through how to navigate common hurdles, build trust, and close deals successfully. Identifying and Addressing Seller Objections Understand Seller MotivationThe first step in negotiations is determining if the seller is truly motivated. Sometimes, sellers appear hesitant, stating they’re only interested in upfront payments. In such cases, directly addressing their motivations can be enlightening. For example, saying, “It doesn’t seem like you’re ready to sell,” may prompt them to articulate why they need to move forward. This allows them to convince themselves, which is often more effective than you doing the persuading. Dealing with Financing and Seller ObjectionsSeller financing is a common sticking point. To reassure the seller, focus on the low likelihood of default and emphasize protections in place. Highlight that, in a worst-case scenario, they would regain ownership of an improved business, along with any payments made up to that point. Offering regular financial reports or setting performance covenants can further build trust. Exploring Creative SolutionsTo alleviate risk, consider offering: Building Trust and Confidence One effective tactic is reframing the seller’s focus. Instead of dwelling on the potential negatives, outline how the agreement benefits them: Final Thoughts Business acquisitions are as much about trust and relationships as they are about numbers. By proactively addressing seller concerns and offering creative solutions, you can move closer to a win-win outcome. Whether it’s negotiating seller financing, structuring performance incentives, or leveraging third-party services, the key is showing the seller that their concerns are heard and addressed. Key Takeaways on Overcoming Seller Objections Handling seller objections with empathy and creativity is essential

Read More »
Roland Frasier

Negotiating the acquisition of a business requires a balance of strategy and finesse. One approach I use consistently is an invaluable private equity hack to anchor discussions around industry standards. Here’s how I navigate conversations with sellers to set reasonable expectations and ultimately secure favorable deals. 1. Begin with Industry Standards The first step is to establish a baseline by referencing industry standards for valuation. For example, if businesses in a particular sector typically sell for 2x to 3x their profit, I make sure to present that as a benchmark during the conversation. By anchoring expectations to an objective measure, you establish credibility and shift the discussion away from inflated or emotional valuations. 2. Dive into Due Diligence Once I’ve set the industry standard as the baseline, due diligence becomes my tool for negotiating downward. As I dig into the details, I often uncover challenges that justify lowering the valuation—whether it’s operational inefficiencies, outdated processes, or unmet growth targets. These findings create a natural pathway to adjust the price while keeping the conversation rooted in the data. 3. Starting Low with the Anchor When dealing with sellers who haven’t expressed a specific valuation, I like to establish a low anchor. I’ll often say something like, “Deals like this typically sell between 1x and 1.5x profit.” This approach ensures I’m starting at a place where I’m comfortable negotiating upwards if necessary. Interestingly, many sellers have accepted this range without objection. It’s important to remain flexible, but starting low creates room for movement while anchoring expectations in your favor. 4. Responding to “Pie-in-the-Sky” Expectations If a seller begins the conversation with an overly ambitious valuation, my strategy shifts. In these cases, I still reference industry standards to gently bring them down to a more reasonable range. For example, I might say, “While

Read More »