Roll Over Equity or Cash Out? How Business Owners Structure Their Exit

When selling a business, most owners imagine a simple scenario: sell everything, collect the proceeds, and move on. Yet, the best exit structure really depends on your goals — financial, personal, and professional.

Crucially, in today’s market — especially for businesses valued between £5m and £50m EV — that’s only one of several options. Increasingly, entrepreneurs are choosing to “roll over” part of their equity rather than cashing out completely, allowing them to benefit from a future upside aligned to the next stage of their company’s growth.

At EvolutionCBS, our experience shows that the right exit structure can make a substantial difference to your long-term wealth, legacy, and involvement after the sale.

Here’s what business owners should know before deciding whether to roll over equity or cash out.

  1. The Two Main Exit Paths

Full Exit (“Cash Out”)
This is the traditional sale model — you sell 100% of your shares, walk away from the business, and receive the full consideration (subject to completion adjustments). It’s clean, simple, and offers immediate liquidity, although you may not receive the highest value as a buyer could perceive this option as higher risk depending on the circumstances.

Partial/Majority Partial Exit (“Rollover” or “Reinvestment”)
Here, the buyer acquires a majority stake, but you retain an equity share — typically 10–40%. You receive a significant cash sum upfront while keeping a stake in the “new” business under its next phase of ownership.

This model has become particularly common in deals involving private equity (PE) — and for good reason.

  1. Why Rollovers Have Grown in Popularity

Over the past three years, 66% of EvolutionCBS transactions have involved private equity, and 50% of those have included a partial fundraise or equity rollover.

Private equity firms often prefer to keep founders or management invested — not because they want to limit payouts, but because they value your insight, relationships, and vision for the business.

For owners, that means:

  • Immediate reward – Secure life-changing capital today.
  • Future upside – Retain a stake that could be worth even more when the business sells again.
  • Ongoing influence – Stay involved in strategic direction without day-to-day management pressure.

In short, rollovers give you the chance for a “second bite of the cherry.”

  1. The Full Cash-Out Still Has Its Place

Of course, a full sale remains the right choice for many business owners — particularly those:

  • Nearing retirement
  • Without successors to take over
  • Seeking complete separation from the company

For these clients, we structure deals that prioritise speed, certainty, and clean completion — often with multiple competing offers to drive the highest possible valuation and best terms.

  1. How We Help You Choose the Right Path

The best exit structure depends on your goals — financial, personal, and professional. That’s why at EvolutionCBS, every client project starts with a detailed discovery consultation and financial review to model different deal scenarios.

From there, we:

  • Identify the most likely buyer types — PE, trade, family office, or hybrid
  • Consider financial outcomes for both full and partial exits
  • Manage negotiations to protect your interests
  • Ensure rollover terms are transparent and achievable

Our research team accesses databases covering 50 million+ companies worldwide, alongside our network of 2,800+ private equity firms, investors, and strategic buyers, ensuring we find the best-fit acquirer for your preferred structure.

  1. Results That Speak for Themselves

Since 2011, the EvolutionCBS team has been responsible for 360+ successful transactions worth over £2bn, and a success rate approaching 80%.

Our Low volume, Premium Guided Service model means we dedicate around 1,500 hours per client, ensuring each exit is fully optimised — whether you’re rolling over, cashing out, or combining both.

“There’s no one-size-fits-all deal. Both the overall valuation and the exit terms must meet the owner’s objectives, and protect the best interests of the shareholders, the business, its staff and its customers.”

— Mike Whittle, EvolutionCBS Managing Director

Thinking Ahead

Whether you’re planning a succession or exploring an exit in the next 12–24 months, it’s worth understanding all your options early. A well-structured deal doesn’t just change your future — it protects your legacy.

fraser.hodgkiss@evolutioncbs.co.uk
Get In Touch
www.evolutioncbs.co.uk
07957 834506
0118 959 8224

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If you would like a no-obligation consultation on the sale of your business or would like to discuss our Business Valuation Service, click here.

As a long-established premium provider of business sale advisory services to UK businesses, EvolutionCBS offers business owners a complimentary and confidential discussion on how their specific objectives could be met and provides them with pragmatic, practical advice on how to begin preparing both themselves and their businesses for future sale or investment.

EvolutionCBS works with owners of UK businesses in any sector, finding buyers from around the world through highly targeted research and supporting clients with dedicated Director-led teams, at every stage of their journey to a successful sale or investment, we boast a market leading success rate with 14 year average above 75%.

If you are an owner or shareholder of a business and would like a no-obligation consultation on the sale of all or part of your business, please email: info@evolutioncbs.co.uk or contact us on Tel: 0118 959 8224.

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