LOI · Wealth Advisors & RIAs

Independent Sponsor Equity Rollover in Wealth Advisors & RIAs

When the deal is wealth advisors and RIAs and the question is Equity Rollover, the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.

EV range $10M to $180M EV EBITDA $3M to $25M Audience Buy & Sell-side
The deal context

The economics on a wealth advisors and RIAs platform deal usually hinge on a handful of structural decisions. Equity Rollover is one of them.

The typical wealth advisors and RIAs platform sits at $10M to $180M EV with EBITDA in the $3M to $25M range. The thesis runs on RIA aggregation or wealth platform roll-up. Client consent process is the longest pole. Start it the day after the LOI signs.

The moves

How Equity Rollover actually gets structured.

  1. Anchor on 15 to 25 percent rollover for a clean alignment story.

  2. Treat rollover as tax-deferred under Section 351 or 721 where the structure allows.

  3. Document tag-along and drag-along rights at the rollover level, not just at the LP level.

  4. Cap exit veto rights for rolled equity to avoid future deadlock.

  5. In wealth advisors and RIAs, layer in negative consent process timed with regulators as part of the Equity Rollover workstream.

The common mistake

Rolling at the wrong entity level, triggering an immediate tax event on what was supposed to be deferred.

Jason's take
"Rollover is the cheapest alignment tool on the table. Use it; do not abuse it."
Jason Powell · Equity Rollover
Capital after close

The deal is one thing. The capital that opens up after close is another.

After close, the call list for refinancing, recapitalization, and growth equity gets short and known. Jason carries that list.

MONTH 18
Senior refi
MONTH 24
Dividend recap
MONTH 36
Growth equity
YEAR 4–5
Strategic exit
WORK WITH JASON

Bring the wealth advisors and RIAs deal. Get Equity Rollover done right.

Direct counsel from a securities and M&A attorney with billions in structured transactions, the independent-sponsor-native playbook, and the capital markets network that opens up post-close.