Food & Beverage Deals: Equity Rollover Done Right
Independent sponsor counsel for food and beverage, focused on Equity Rollover and the deal mechanics that protect sponsor economics and LP alignment.
Every food and beverage acquisition has its own gravity. Equity Rollover is the workstream where independent sponsor counsel earns the seat.
The typical food and beverage platform sits at $10M to $120M EV with EBITDA in the $2M to $20M range. The thesis runs on CPG roll-up or co-packing platform with regional bolt-ons. Treat trade spend like a working capital item, not a marketing line. The valuation moves accordingly.
How Equity Rollover actually gets structured.
Anchor on 15 to 25 percent rollover for a clean alignment story.
Treat rollover as tax-deferred under Section 351 or 721 where the structure allows.
Document tag-along and drag-along rights at the rollover level, not just at the LP level.
Cap exit veto rights for rolled equity to avoid future deadlock.
In food and beverage, layer in co-pack capacity agreement re-papered as part of the Equity Rollover workstream.
Rolling at the wrong entity level, triggering an immediate tax event on what was supposed to be deferred.
"Rollover is the cheapest alignment tool on the table. Use it; do not abuse it."Jason Powell · Equity Rollover
The deal is one thing. The capital that opens up after close is another.
Capital after close is where the IRR actually gets made. The right introductions at month nine through month thirty are where this practice works as hard as it does at the LOI.
Related deal pages.
LOI Negotiation for Food & Beverage
The 4 to 8 page agreement that frames the deal economics, exclusivity, and diligence period.
Independent Sponsor Economics for Food & Beverage
The package of deal-by-deal carry, management fees, and transaction fees that compensates the independent spo…
Management Fee Structuring for Food & Beverage
The annual fee paid by the deal entity to the independent sponsor for ongoing oversight, board service, and p…
Earnout Structures for Food & Beverage
Deferred purchase price contingent on post-close performance, used to bridge buyer-seller valuation gaps.
Equity Rollover for Healthcare Services
roll-up of physician practices and ancillary service lines
Equity Rollover for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
Equity Rollover for Food & Beverage, on independent sponsor terms.
Independent sponsor counsel that already speaks fluent deal-by-deal economics, structures clean LPAs, and travels with capital markets relationships for what comes after close.