Conditions for selling a business or completing a dividend recapitalization have been generally favorable for owners over the past several years. Each approach carries a unique set of pros and cons; understanding both is critical to the process of gaining liquidity.
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Sale
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Dividend Recapitalization
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| Debt | Equity | ||
| Typical timeframe for completion (after investment bank has been engaged) |
12–24 months | 2–3 months | 2–4 months |
| Limiting factor for amount of capital that can be raised | Buyer's valuation of the company | Company's ability to take on additional debt and lender's willingness to lend | Owner's willingness to give up equity and investor's valuation of the company |
| Impact on management control | Transfers to buyer | Current owners retain control | Current owners typically retain control, but investors usually have voting rights and receive board seats |
| Opportunity to participate in future growth | Limited to rollover equity | 100% retained by owners | Retained by owners but reduced by the amount of equity sold |
| Timing of liquidity | Majority received upon closing less earn-outs, rollovers, and vesting provisions | Received upon closing | Received upon closing |
| Impact on succesion planning | May negate the need for finding a successor | No impact | Investors may be interested in expanding ownership stake and taking management control |
| Impact on company's future performance | Depends on buyer's plans for the company | Debt payments may make company more vulnerable to business downturns; covenants may limit the company’s operating flexibility | Limited impact |



