Rollover equity (definition)
Sale proceeds converted into shares of the buyer's platform: illiquid, marked by the platform, exposed to its leverage, with its upside.
Rollover equity is the portion of sale proceeds the seller reinvests as shares in the buyer’s platform instead of taking as cash. It keeps the seller exposed to the platform’s growth (the “second bite” when the platform itself trades) and to its risks.
The risks are structural: the shares are illiquid until the platform’s own liquidity event, they are valued at marks the platform controls, and they sit beneath the platform’s debt. Leverage amplifies both directions.
Diligence on rollover is diligence on the buyer: the platform’s debt load, its mark history, governance and minority protections, and what rights the rolled equity actually carries. The certificate is a security; read it like one.