Private equity will offer a “second bite of the apple” with rollover equity PE will say they’re targeting to 3x your equity Before you roll 20% of your $10M deal into the next PE-backed platform, here’s a couple of things you should ask about: Pari Passu? Understand if the equity class is junior to the sponsor’s preferred stake. Preferred gets a liquidation preference + 8%-10% compounded before common gets a dollar. HoldCo or Subsidiary? Understand which entity issues units and where your ownership sits in the event of a sale/exit for the platform. HoldCo could receive a different outcome vs subsidiary in the waterfall. Entry Valuation? Understand the value per unit for your rolled equity and how it’s marked internally going forward. Tag-along? If the sponsor sells and you can’t join along in the liquidity event, you’re making a bet on another sponsor. Drag-along? Sponsor will force a sale, which is normal, but make sure you’re getting the same per-unit price and you’re not getting burdened with new indemnities worse than the first deal. Lock-ups, calls, forfeiture? Rolled equity should vest immediately and should survive termination. Call rights at fair market value, not cost. Cash at close is the only thing guaranteed. Rollover equity is a bet on a levered platform you don’t control. I work with owners in the trades on this topic all the time and every situation is different.