Rollover Commitment Letter | Practical Law

Rollover Commitment Letter | Practical Law

A rollover commitment letter to be used in connection with a private equity buyout. This letter agreement sets out the terms and conditions by which a stockholder of the target company commits to exchange (roll over) existing target company equity held by the stockholder for equity in a newly formed holding company formed by the sponsor to acquire the target company. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.

Rollover Commitment Letter

Practical Law Standard Document 1-572-5505 (Approx. 21 pages)

Rollover Commitment Letter

by Practical Law Corporate & Securities
Maintained • USA (National/Federal)
A rollover commitment letter to be used in connection with a private equity buyout. This letter agreement sets out the terms and conditions by which a stockholder of the target company commits to exchange (roll over) existing target company equity held by the stockholder for equity in a newly formed holding company formed by the sponsor to acquire the target company. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.
On August 23, 2023, the SEC adopted new rules under the Investment Advisers Act of 1940 for private fund advisers (see Legal Update, SEC Adopts New Rules for Private Fund Advisers) (the "New Rules"). The New Rules are generally effective 12 to 18 months after publication in the Federal Register and will have a material impact on limited partnership agreements for private equity funds and may require revisions to this resource. Updates are planned in the near future. For more information on the final rule, see Private Fund Advisers; Documentation of Registered Investment Adviser Compliance Reviews, Fed. Reg. 88 FR 63206 (Sept. 14, 2023).