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Deal Structure

Cash vs equity: which to take in an acquisition

May 4, 20267 min read

If the buyer offers a mix, you have a choice to make. Equity carries upside; cash carries certainty. Here is the framework most syndicate members use.

Acquisition payment structures rarely come as 100% cash. The buyer wants alignment; you want optionality. This article works through the four most common scenarios — full cash, mostly cash with rollover equity, equal mix, mostly equity — and the questions that should drive each member's preference.

Key concept: in a virtual syndicate, members can elect different mixes. Cash-vs-equity is collected ahead of closing and the M&A attorney structures the close around the elections.

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