Mergers & Acquisitions – They say selling a business is an art – we’ve turned it into a science
Schedule a Consultation
Businesses for SaleMorgan & Westfield is committed to making the process of buying a business as simple as possible. Browse our businesses for sale now.
Buyer’s GuideHere is an overview of the process of buying a business, presented in concise summaries from our experts.
Food and BeverageFrom processing and manufacturing to production and distribution, we’ll give you the advice you need to maximize the value of your company when it comes time to sell.
ServicesBusiness services firms differ in the services they offer, so we customize our solutions to meet and exceed clients’ service goals.
Home and Building ServicesMorgan & Westfield serves as a trusted partner to plumbing and HVAC businesses, mechanical and commercial contractors, and other home service enterprises looking to sell.
Selling your business through a rollover is complicated. Attorney Trevor Crow breaks this technical topic down into clear language as he explains how a rollover works, discusses major terms and documents involved, offers insights into the tactics and negotiating strategies employed by PE firms, explains what to expect, and highlights the critical element of understanding the economic provisions involved in a rollover. Listen to this discussion and maintain your negotiating leverage by knowing what to expect.
Listen on Apple Podcasts | Listen on Spotify | Listen on Deezer | Listen on Stitcher | Listen on Google Podcasts | Listen on TuneIn
“I think the seller’s expectation during rollovers should be that you’re going to lose control of the company, but there are things you can do to help alleviate the pressure of that.”
Trevor Crow
| 1:41 What is a rollover? |
| 3:48 What’s the objective of a rollover? |
| 6:40 How does a rollover fit into the overall M&A transaction structure? |
| 9:49 Do family offices and search funds use rollovers? |
| 11:37 What are the alternatives to rollovers? |
| 14:55 How can a rollover provide a “second bite at the apple” in terms of a business owner cashing out when they sell? |
| 17:53 Are private equity firms primarily LLCs? How are venture capital firms typically set up? Do different entity structures impact a rollover? |
| 25:41 What expectations should a seller have during a rollover? |
| 29:13 Early in the negotiating process, how much communication is there to make sure that visions and expectations are aligned between the seller and the buyer? |
| 30:15 How important is the seller’s leverage before signing the letter of intent (LOI)? |
| 33:02 What documents are needed to record a rollover transaction? |
| 39:08 How does the contribution agreement work, and how much complexity does it add to the purchase agreement? |
| 41:25 What are the major terms to consider in an LLC operating agreement? |
| 43:25 What are the objectives of the mechanisms a PE firm will put into a rollover agreement? |
| 47:00 How important is it to negotiate and sign a well-defined LOI early in the sales process? |
| 52:42 What is the proper length for an LOI? What problems does a one-page LOI present? |
| 56:16 What are the benefits of a seller hiring an attorney to assist in negotiating the LOI? |
| 57:44 What is the most important benefit or piece of advice to sellers when it comes to rollovers? |
Attorney and Co-Founding member at Doida Crow Legal
Trevor Crow is an attorney and co-founding member at Doida Crow Legal, which started in 2021. Trevor specializes in business transactions, including the purchase and sale of businesses, entity selection and formation, equity and debt financing transactions, and complex joint ventures. He also counsels business entities and individuals on income tax planning and transactional tax planning.
Trevor co-founded Crow Legal LLC in 2018 and worked as an attorney and director at Otten Johnson from 2014 – 2018. He holds both a J.D. and an L.L.M. in Taxation from the University of Denver – Sturm College of Law and has a B.A. in Finance from the University of Colorado at Boulder.
Location:
Denver, Colorado
LinkedIn:
www.linkedin.com/in/trevor-crow-5001121
Website:
www.doidacrow.com
Email:
[email protected]
Phone:
(720) 306-1001
We invested over a decade perfecting every step of the process. The result is a method proven to reduce your risk and maximize your price.
View Our Process Now
Buy-Side M&A
M&A is part art and part science, and sellers and buyers can benefit from considering the view from the other side of the negotiating table. Andrew Morbitzer goes into detail…
Search Fund | Independent Sponsor
This edition of M&A Talk offers a refreshing perspective on what really matters in a business – the people. Austin King discusses topics that impact a seller and what his…
Who We Are
Our Experience
Audio
Other Resources
Let’s Talk