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:
- Form a Holding Company (HoldCo): Once you acquire the first business, it becomes your platform company for the rollup.
- 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.
- 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.