Capital After Close · Two-Sided Truth · Note 19

The disciplined recap.

A recap done well rewards the LP base. A recap done poorly tells them you're extracting value. The discipline is the difference.

A dividend recap returns capital to the sponsor and the LPs without selling the platform.

It is also a signal. To the LPs that this platform is mature. To the lender that the operator is confident. To the next deal that the sponsor's economics are real. The trade is reputational. Over-recap and the next LP base prices it in. Under-recap and you leave returns on the table.

The right recap, at the right margin profile, in the right leverage band, is one of the most reliable IRR moves available to a $10M+ independent sponsor platform.

The wrong recap is the one that funds a discretionary distribution without the operating story to support it. The LP base notices either way.

A dividend recap is a refinancing that increases the senior debt of the platform and distributes the incremental proceeds to the equity holders (the LPs and the sponsor). The platform's EBITDA has grown, so the new senior debt at the same leverage multiple produces more dollars than the original senior debt.

For example, a platform that closed at $7M EBITDA with $21M senior debt (3.0x) has, two years later, grown to $11M EBITDA. The platform can support $33M of senior debt at 3.0x. That is $12M of fresh debt. After paying off the existing senior and refinancing fees, the recap might distribute $10M to the equity holders.

If the LP equity was $12M originally, that $10M distribution returns 83 percent of the LP's capital. The LP's remaining unrealized position in the platform has lower cost basis and higher upside leverage. The MOIC is unchanged at exit, but the IRR is materially better.

Now the politics. A recap done at the right moment, with the right operating story, is read by the LP base as a sign of platform maturity. The LP feels rewarded. The LP's confidence in the sponsor goes up. The next deal raises easier.

Two patterns to avoid. The early recap (month 12, when the platform has not yet integrated the first add-on) signals that the sponsor is more interested in the cash than the company. The over-leveraged recap (taking the platform from 3.0x to 5.0x senior leverage) signals that the sponsor is willing to put the platform at risk for personal economics.

The right pattern is the disciplined recap:

The trigger is operating, not opportunistic. EBITDA has grown 40 to 50 percent. The first add-on is integrated. The leverage profile is conservative. Recap takes the platform from 3.0x to 3.25x. The distribution profile is proportional. The LPs receive their pro-rata share. The communication is proactive. The independent sponsor communicates 30 days before the wire.

Recaps are a tool. Used well, they accelerate IRR and strengthen LP confidence. Used poorly, they damage both.

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