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Minority Recapitalisation

Realise your liquidity needs without giving up control.
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Minority Recap

Hear Anna Sabiston, Vice President, explain how you can take a little money off the table today but still run, operate, and grow your business through a minority recapitalisation.

A minority recapitalisation, also known as a “minority buyout,” is an alternative means of raising capital to generate liquidity. In a minority recapitalisation, leverage in the form of senior debt, mezzanine financing, and/or preferred equity can be provided to an existing, positive cash-flow generating business.
Companies, like yours, can use financing from a minority recapitalisation  to fund a variety of capital needs, including payment to shareholders who need partial liquidity or are seeking an exit. A minority recapitalisation allows the remaining, active shareholders to maintain majority control of the business, while satisfying the other shareholders' liquidity needs. Your company’s future cash flow can then be used to repay indebtedness in the following years.

We understand that satisfying shareholders can be a pain point for you. When there is a large liquidity need, we can act in partnership with your existing management team to facilitate a cash-out with minimal dilution by means of a minority recapitalisation.

Typical uses
You may use capital raised from a minority recapitalisation in a variety of ways:
  • Buy out inactive shareholders
  • Consolidate shareholder ownership
  • Transition majority share from owners to management team
  • Shift ownership from one generation to the next
  • Transfer majority share from owners to employee stock ownership plan, or ESOP
  • Fund a growth event, such as an acquisition or expansion
  • Refinance existing debt
Typical size
  • US$10 million - US$100 million
Investment focus
  • Middle-market companies with attractive growth prospects and positive cash flow
  • Company revenues between US$30 million and US$300 million
  • Incumbent management teams and active ownership with an economic stake in the company’s success
Structural characteristics
  • Senior debt, mezzanine debt, and/or preferred equity
  • Principal repaid after senior debt has been fully amortised
  • Combination of cash coupon and deferred interest
  • Nominal warrants representing minority stake in issuer
  • Ability to provide senior debt alongside junior capital for a seamless, one-stop solution with a single, relationship-oriented capital partner
Issuer benefits
  • Capacity to fund across your capital structure; a one-stop shop with senior debt, mezzanine or subordinated debt and preferred equity
  • Specialty in mezzanine, which is a less dilutive type of capital
  • Supportive, patient, relationship-oriented partner
  • Deep pockets to provide follow-on capital to fund your
    future growth
  • Streamlined due diligence and execution process, ensuring speed and certainty of close
  • Industry agnostic, with deep experience financing manufacturing, service, and distribution businesses
Interested in a minority recapitalisation? Here are some benefits to consider:
  • Remaining active shareholders maintain control of your business, while satisfying immediate liquidity needs with minimal dilution
  • Will provide a liquidity alternative to a majority recapitalisation or outright sale of the business
  • Is an alternative to a less flexible, all-debt solution, that may not satisfy your full liquidity needs
  • Preserves future growth capacity and operational flexibility with a prudent and patient capital structure
  • Funds a growth event, such as an acquisition or expansion
  • Can serve as an interim step to an outright sale, allowing your remaining or active shareholders to capture future value created by the growth of the business
It is common for shareholders to be unfamiliar with minority recapitalisations. When faced with a liquidity need, remaining active shareholders are often told their only option is a majority recapitalisation or outright sale of the business. This may be unattractive if your shareholders are seeking to maintain control of the business and achieve maximum benefits from future growth.

Another alternative to a minority recapitalisation would be an all-debt solution, which is likely to create limitations on future flexibility in the following ways:
  • Maximising leverage at close, reducing availability on future debt capacity to support growth or operations
  • Higher level of amortisation and fixed payments, limiting your ability to utilise cash flow for growth and to pay down senior debt
  • Tighter covenants and restrictions on future growth events or shareholder distributions
By adding a patient layer of junior capital, such as mezzanine debt and/or preferred equity, into the financing structure, you are able to preserve cash flow available to service operations and future growth needs. Mezzanine debt and preferred equity do not have required amortisation and are less dilutive than issuing new common equity.
This example shows the potential value for existing shareholders in Year 5 of a minority recapitalisation vs. a majority recapitalisation, including the cumulative after-tax impact of the cash interest:
Second bite at the apple: Achieving liquidity today maintaining control for liquidity tomorrow
The Pricoa Private Capital Guide to Minority Recapitalisations.
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“What we found with Pricoa Private Capital is they listened to us. They listened to our objectives, and they’ve been able to help us come up with a strategy where, over time, we can get the money out that the founders need, and the management team can continue to grow the company and will have the ability to keep the company culture and keep everything we’ve worked for over the years in tact as we grow.”
Mark Herman, CEO, Dion’s Pizza
Pricoa Private Capital (‘PPC’) is a trading name of PGIM, Inc. (‘PGIM’), the principal asset management business of Prudential Financial, Inc. ('PFI'), and it is also a trading name of PGIM Private Capital Limited and PGIM Private Capital (Ireland) Limited. In the United Kingdom, information is issued by PGIM Private Capital Limited with registered office: Grand Buildings, 1-3 Strand, Trafalgar Square, London, WC2N 5HR. PGIM Private Capital Limited is authorised and regulated by the Financial Conduct Authority (“FCA”) of the United Kingdom (Firm Reference Number 172071) and registered in England No. 1331817. In the European Economic Area (“EEA”), information is issued by PGIM Private Capital (Ireland) Limited with registered office: Pramerica Drive, Letterkenny Business and Technology Park, Letterkenny, Co Donegal, F92 W8CY, Ireland. PGIM Private Capital (Ireland) Limited is authorised and regulated by the Central Bank of Ireland and registered in Ireland under company number 635793 operating on the basis of a European passport. In certain EEA countries, information is, where permitted, presented by PGIM Private Capital Limited in reliance of provisions, exemptions or licenses available to PGIM Private Capital Limited under temporary permission arrangements following the exit of the United Kingdom from the European Union. These materials are issued by PGIM Private Capital Limited and/or PGIM Private Capital (Ireland) Limited to persons who are professional clients as defined  under the rules of the FCA and/or to persons who are professional clients as defined in the relevant local implementation of Directive 2014/65/EU (MiFID II).