Why Equity Terms Matter
The equity terms you agree to at close will govern every dollar that flows to you at exit. Most self-funded searchers focus on the acquisition price and the SBA structure — which makes sense, because that's where the deal can fall apart. But the equity capitalization table determines what you actually earn from the business you spent years building.
Understanding market terms — and knowing what is aggressive vs. standard — is essential before you begin raising equity capital.
The Preferred Return
Almost every ETA equity investor will require a preferred return — a hurdle rate that must be paid to investors before the searcher and investors share in upside proceeds. Market rate for self-funded search equity is typically 6–8% per annum, non-compounding (simple) in most cases.
A preferred return is not punitive. It reflects the fact that equity investors are taking acquisition risk and illiquidity risk for a business they will not operate. At exit, the preferred return is satisfied first, then proceeds flow through the waterfall.
European vs. American Waterfall
The waterfall structure determines when the carry is paid out. In a European waterfall (now standard in ETA), all LP capital and preferred returns are returned before the searcher receives any carried interest or management equity distribution. This is LP-favorable and is the expectation in most institutional ETA deals.
An American waterfall — where carry is paid deal-by-deal, before all LP capital is returned — is uncommon in ETA and should be a flag if an investor is pushing for it.
Management Equity and Carve-Outs
In a self-funded deal, the searcher typically owns 30–60% of the equity at close, depending on the size of the equity round, the structure of the seller note, and whether any rollover equity exists. This is called management equity or founder equity.
Management carve-outs — a separate pool of equity reserved for key employees post-close — are increasingly common as searchers hire into leadership roles. A typical carve-out pool is 5–10% of the equity, allocated over a 3–4 year vesting schedule.
What Market Terms Look Like
A standard, LP-friendly ETA equity deal looks like this: 8% preferred return (simple, not compounding), European waterfall, 20% GP carried interest above the hurdle, and founder equity of 40–55% after equity round dilution. Total equity round is typically $300K–$1.5M for deals in the $1M–$3M EBITDA range.
Watch out for investors asking for board control, veto rights over operational decisions, or anti-dilution provisions more aggressive than standard ratchets. At Mayfaire Row, we write minority equity with market terms — preferred return, European waterfall, LP-friendly structure. We co-invest our own capital alongside our LPs, which means we have skin in the game on every deal.
The Seller Note
Seller financing is almost always a component of self-funded deals and is viewed favorably by SBA lenders as a signal of seller confidence. A typical seller note is 10–20% of purchase price, subordinated to SBA debt, at a rate of 5–7%, maturing over 3–7 years. Sellers who insist on zero seller note in a full-cash-at-close deal should prompt additional diligence on their motivations.
Conclusion
Equity terms are negotiable — but the market has a range, and sophisticated investors know it. Understanding the range before you start your raise positions you to negotiate clearly, avoid predatory terms, and structure deals that work at exit.