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Recapitalization

One of the current "exit" strategies that is often considered is a recapitalization (recap). The basic program is a profitable company borrowing against the cash flows by securing a loan from a senior lender. Of course, the borrowing assumes that there is little or no debt on the books. The simplified example involves no sale of equity; it provides the owner(s) a means to remove some cash for a business loan that may be personally guaranteed.

Other forms of recaps include:

  1. Management buyout (MBO) using the cash flow as leverage to purchase equity from the owner(s). Some form of debt is usually included in the funding package.
  2. ESOP, employee stock ownership plan. The plan provides for employee purchases of company equity over time. The owner(s) arranges the purchase of his shares via a lender loan to the company, supported and repaid by company cash flows.
  3. An investor group (a la private equity) buys a minority stake in the business. Usually includes an agreement to acquire a majority of common stock over a short period of time, say 3 to 5 years.
  4. Company arranges a plan to buyout minority shareholders. Shares are usually acquired as treasury stock, and removed from the amount of issued and outstanding common stock. One impetus for this buyback is a public company reverts to being private (going private). Another reason for the buyout may be to remove disgruntled shareholders.
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