"Equity Rollovers in M&A: Bridging the Finance and Valuation Gap" Strafford Live Webinar


Partner George Wang will be speaking at this live webinar.

The seller equity rollover is a popular vehicle for bridging the finance and valuation gap in mergers and acquisitions, particularly for private equity buyers. The technique aligns management with the new company and signals the seller’s confidence in the acquired company to prospective buyers and financiers.

Rollovers are typically structured as an exchange by the seller of a percentage of its equity for stock, thus resulting in a reduction in the cash purchase. Equity stakes generally are between 10% and 40%. The seller is generally offered certain governance rights and input regarding future operations of the business.

When properly structured, the rollover can be a tax-free transaction for the seller. However, an equity transaction may limit the buyer’s ability to step up the tax basis of the acquired company’s assets. Counsel must understand the tax treatment in these deals in order to achieve the desired tax outcomes for the parties.

Our panel will discuss considerations and best practices for structuring equity rollovers in M&A transactions. The panel will discuss current trends, governance provisions, stock rights, and tax considerations for both buyers and sellers.

Key issues:

  • In what situations are seller equity rollovers an attractive financing option for M&A deals?
  • What are the key tax issues to understand and consider when using equity rollovers?
  • What stock rights must be negotiated between the buyer and seller in a rollover transaction?

After the presentations, there will be a live question and answer session with participants.

For more information or to register:

Call 1-800-926-7926 ext. 10, Ask for Equity Rollovers in M&A on 5/14/2015, Mention code: ZDFCT

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