Post-close · Wealth Advisors & RIAs

Dividend Recapitalization Counsel for Wealth Advisors & RIAs Acquisitions

When the deal is wealth advisors and RIAs and the question is Dividend Recapitalization, the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.

EV range $10M to $180M EV EBITDA $3M to $25M Audience Independent Sponsor
The deal context

Wealth Advisors & RIAs deals in the lower middle market run a specific playbook. Dividend Recapitalization is where the structure either holds or starts to leak.

The typical wealth advisors and RIAs platform sits at $10M to $180M EV with EBITDA in the $3M to $25M range. The thesis runs on RIA aggregation or wealth platform roll-up. Client consent process is the longest pole. Start it the day after the LOI signs.

The moves

How Dividend Recapitalization actually gets structured.

  1. Time the recap when leverage has come down and EBITDA has grown.

  2. Structure the new senior debt with room for ongoing operations and add-ons.

  3. Confirm that the LP waterfall recognizes the distribution as recap, not exit.

  4. Coordinate tax treatment of the distribution with the LPs in advance.

  5. In wealth advisors and RIAs, layer in negative consent process timed with regulators as part of the Dividend Recapitalization workstream.

The common mistake

Recapping too early. Lenders price it; LPs feel it; the next deal cost goes up.

Jason's take
"Recaps are a tool, not a habit. Use them when the operating story supports them."
Jason Powell · Dividend Recapitalization
Capital after close

The deal is one thing. The capital that opens up after close is another.

The capital that opens up post-close, from refinancing to growth equity to strategic exit, runs through a small set of Wall Street relationships. That network is built in.

MONTH 18
Senior refi
MONTH 24
Dividend recap
MONTH 36
Growth equity
YEAR 4–5
Strategic exit
ENGAGE THE PRACTICE

Dividend Recapitalization for Wealth Advisors & RIAs, on independent sponsor terms.

Independent sponsor counsel that already speaks fluent deal-by-deal economics, structures clean LPAs, and travels with capital markets relationships for what comes after close.