The whole structure
Debt, equity, or both, designed as one instrument against your objective, not assembled from whatever each provider happened to be selling.
Recapitalisation
Liquidity for founders and
families who are not finished
with the company.
Take capital off the table without selling the business or losing
control. Structured, funded, and closed by one firm, in confidence,
across jurisdictions. By introduction. In confidence.
A sale is not the only way to
take money off the table.
For an owner who still likes the business, it is often the worst one.
We design the structure, prepare the company, run the capital
providers in competition, negotiate the terms whole, and close.
Debt, equity, or both, built around how much liquidity is wanted and
how much control must stay.
The mandate suits profitable, founder-held and family-held
companies with the cash generation to carry a structure, and
owners who want the next chapter on their timetable rather than a
buyer's.
The recapitalisation takes several forms.
The dividend recapitalisation
Debt raised against the business funds a distribution to its owners. You keep every share; the balance sheet does the work.
The minority sale
A stake sold to a sponsor, a family office, or a principal, with governance terms that keep control exactly where it is.
The majority recapitalisation
Sell most, keep meaningful equity, and take a second payout when the business sells again. The second bite is often the larger one.
De-risking ahead of a sale
Liquidity now, the full process in two or three years. The pressure comes off, and the eventual sale runs on your timetable.
Partner and family liquidity
One shareholder's exit funded without
forcing everyone else's. Sibling stakes,
retiring partners, and estates resolved
without selling the company to do it.
The arithmetic.
The reason this mandate exists, in one table. An illustration: a company worth
US$40m today, worth US$80m at a second sale five years on. Every number is
an assumption; the design phase runs yours.
Sell everything today
Majority recapitalisation
Dividend recapitalisation
Liquidity today
Sell everything today
US$40m
Majority recapitalisation
US$28m for 70 percent
Dividend recapitalisation
US$15m, borrowed against the business
Ownership after
Sell everything today
None
Majority recapitalisation
30 percent retained
Dividend recapitalisation
100 percent retained
Control
Sell everything today
Transferred at close
Majority recapitalisation
Shared, under negotiated governance
Dividend recapitalisation
Yours, within lender covenants
At the second sale
Sell everything today
Nothing further
Majority recapitalisation
US$24m for the retained 30 percent
Dividend recapitalisation
The full US$80m, net of remaining debt
Across both events
Sell everything today
US$40m
Majority recapitalisation
US$52m, and you ran the company
Dividend recapitalisation
US$15m now, the whole sale later
Illustrative and gross of tax, fees, and costs. Debt capacity, pricing, governance, and the growth assumption are settled with real numbers in the design phase, on paper, before anything is signed.
The firm arranges: senior debt / unitranche / mezzanine / preferred equity / structured minority / minority common / majority recapitalisations
The process.
Six phases, the same discipline every time.
Most recapitalisations run three to six months from the first conversation to settlement, faster where the debt markets alone can carry it.
I
Screening
The conversation first, under NDA if you prefer. How much liquidity is
wanted, how much control must stay, and whether we are the right
firm. If we are not, we say so.
II
Design
The structure question before the market question. Debt, equity, or
both; what the company can carry without strain; what the arithmetic
looks like against an outright sale.
III
Preparation
Financials normalised, materials built, the data room assembled. The
diligence in a recapitalisation is the diligence in a sale, and the same
preparation discipline decides the terms.
IV
Market
Capital approached directly and in confidence: credit funds, banks,
sponsors, family offices, principals. The name follows a signed NDA.
Competition sets the terms.
V
Terms & documentation
Price, rate, covenants, governance, board composition, and vetoes
negotiated whole. What you keep matters more than what you take,
and it is negotiated just as hard.
VI
Close & settlement
Funds settle, the distribution is made, and the company carries on
under the same hands. Many clients return years later for the sale
that follows, run on their terms because the recapitalisation bought
them the time.
The mistake in this mandate is taking the first structure offered. Capital providers design for their own book. The design phase exists so the structure is designed for yours, and the market phase makes them compete to fund it.
The two bites.
One company, two liquidity events, and you run the years between.
The company, still yours to run
compounding between the two events
First liquidity
today:
the recapitalisation
the years you
were not for sale
The second bite
the eventual sale,
on your timetable
Risk comes off the table today.
The upside stays on it, still under your hands.
The timeline is the argument. Liquidity today converts concentration into
security, and the retained stake keeps compounding under the same
management it always had: yours.
Why Owners Engage Us
Control, protected
Governance, board rights, and vetoes negotiated as hard as price. The liquidity is the easy part; keeping the company yours is the mandate.
The capital universe
Credit funds, banks, sponsors, family offices, and principals, reached directly through nine offices and put in competition on your terms.
One firm, end to end
Design, preparation, market, negotiation, documentation, and close, carried by the same firm. Your lawyers and accountants coordinated, not replaced.
Senior on the mandate
The people you meet are the people who run the process. Nothing is handed down.
Alignment you can read
We act for the company and its owners, not for the capital. Terms set out in the Engagement Agreement before work begins, and the substance of our fee settles at completion.
What we act on.
The firm acts on recapitalisations
of profitable, founder-held and family-held companies with the cash generation to carry the structure comfortably, in the good years and the ordinary ones.
Typically with a cross-border dimension in the ownership, the
operations, or the capital.
We act for the company and its owners, never for the capital
providers. Terms are set out plainly in the Engagement Agreement
before any work begins.
Asked before most mandates.
Is this better than selling?
It depends on one question: are you finished? If yes, sell, and we
will run that instead. If no, or not yet, the recapitalisation takes risk
off the table while keeping the asset that is still compounding.
Will I lose control?
Not unless you choose to. A dividend recapitalisation changes
nothing on the register; a minority sale is governed by terms we
negotiate as hard as the price; a majority recapitalisation genuinely
shares control, and we make sure you understand exactly what that
means before signing.
How much can we take off the table?
A function of cash generation, debt capacity, and what the market
pays for a stake. We will not name a number before the design
phase runs it with your figures.
What about the debt?
Sized to be carried comfortably, serviced by the company, and
stress-tested against ordinary years, not the best ones. A structure
that only works when everything goes right is not a structure.
Does this hurt a later sale?
Done properly, no, and often it helps. The preparation for a
recapitalisation is the preparation for a sale, and a company that has
been through institutional diligence once runs a smoother process
the second time.
What does it cost?
The commercial terms are set out plainly in the Engagement
Agreement before any work begins, with the substance of our fee
settled at completion, alongside your liquidity. There are no
surprises in our paperwork. You should expect none in your capital
provider's.
No public references.
The firm does not name clients, counterparties, or terms.
Not in marketing, not in conversation, not after the fact. The owners
best placed to vouch for the work are the reason we will not ask
them to. If discretion matters to you while you own the
company, it should matter to the firm that arranges your liquidity.
Adjacent to this mandate.
Liquidity now, without the exit.
Every mandate begins with a conversation. Outline the situation in
confidence. If we are the right firm for it, we will say how we would
structure it. If we are not, we will say that too, and where we can,
point you toward who is. Request an Introduction, in confidence. No
obligation. An NDA is available before any detail is shared.