Recapitalization
refers to changing a company's debt and equity structure. It is done
for various reasons and in various ways.
In conjunction with a private
equity investor, it can be a powerful tool for helping company owners
realize some immediate liquidity on their investment, reduce personal
financial risk, defer tax gain, establish a personal exit plan over
coming years, obtain capital to stabilize and/or grow the company, then
realize a second liquidity event in subsequent years.
The
table below illustrates only two possible change of ownership
scenarios. To accomplish such scenarios, we may match your company
with an investment group that specializes in recapitalizing private
companies, and with active investment experience and/or interest in
your industry.
Typically, these investors will want owners
and/or key management to remain and operate the company, and will
provide management additional advisory, talent and financial resources
to grow the company.
| | Management Buy Out Scenario
| Additional Capital Scenario
|
| Situation | Existing management team members want to buy out company founders (the seller)Existing management team members (the acquirer) would like to obtain capital for growth initiativesFounders
will consider either cashing out partially, then phasing out of the
business over time, or just exiting the business altogether | Company owners need capital for turnaround, growth or acquisition(s) Owners want to stay with the company and grow it Owners may be considering retirement or doing something else in a handful of years, but aren't ready yet
|
| Structure | Investment firm and existing management each contribute cash for equity to Founders
Together, they become majority owners in the company
Selling founders may finance a percentage of the sale
Management and investing company secure debt financing for remainder of acquisition price, plus financing for growth
Remainder of Founders' interest is transferred to new owners over time
Founders remain involved as paid consultants for a period |
Investment firm buys company from owners (sellers)
Sellers buy back minority share of equity
Investment firm and sellers now own company together as equity partners They secure debt financing for remainder of acquisition priceSellers/Equity partners remain in place to grow the company, with additional financial and advisory resources of investor group Company is sold in a handful of years, all equity partners share in greater gains of larger, higher valued company
|
| Outcome | Selling owners received capital infusion from saleSelling owners had option of exiting completely or partlySelling owners felt good about leaving company in hands of trusted managersBuying managers had solid financial and advisory partners resources to help them succeedSelling owners remained as consultants for a time to ensure smooth transition
| Original owners (sellers) received capital infusion from saleOriginal owners reduced risk by diversifying personal assets Owners no longer personal guarantors for company Original owners continued to run the companyInvestment supported company growth and acquisition opportunitiesOriginal owners received 2nd capital infusion from sale of larger, more valuable company
|
If either of these scenarios seem remotely applicable to your company needs, please
contact us to discuss this.