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Glossary · Term 086

Recapitalization

A recapitalization changes a company's mix of debt, equity, or ownership interests.

Definition

A recapitalization changes how a civil engineering firm is financed or who holds its ownership interests. It can involve issuing or repaying debt, bringing in an investor, changing the shares held by owners, or providing partial liquidity while some owners remain invested. The exact structure determines who receives funds, who takes on repayment obligations, and how control or governance changes. A recapitalization is not necessarily a full sale, and it does not by itself mean the firm has new operating cash available. Owners should distinguish money paid to selling shareholders from capital contributed to the business, and review any debt, distribution, and future funding terms. It can be considered alongside other mergers, valuation, and succession options and the firm's ownership transition planning.

How owners use it

  • Separate proceeds paid to owners from funds invested in the operating company.
  • Compare changes to debt, ownership percentages, voting rights, and future capital obligations.
  • Example: If owners receive $2 million and the company borrows $3 million, total transaction funding is $2 million + $3 million = $5 million, subject to the deal structure.
  • Consider whether a partial liquidity event matches the owners' transition timeline.
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