Deal StructureLegal
Put Option (Rollover)
Also known as: Redemption right, buyback option, liquidity put, forced repurchase
A contractual right for the founder to force the buyer to repurchase rollover shares at fair market value after a defined period. Without one, rollover equity has no guaranteed path to liquidity.
WHY IT MATTERS
In most PE deals, the founder's rollover equity has no liquidity mechanism. There is no public market, no scheduled buyback, and no obligation for the PE firm to repurchase. The founder's only path to cash is when the PE firm decides to sell the platform — on their timeline, at their price, to their chosen buyer. A put option gives the founder the contractual right to force the buyer to repurchase rollover shares at fair market value after a defined period, typically 3 to 5 years. It transforms trapped capital into an investment with a guaranteed exit path. Without it, the rollover is a number on a statement controlled by someone else.