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PRACTITIONER GUIDE SERIES · PRIVATE EQUITY · DEAL TYPE MODEL 04

Dividend Recap — sized, stress-tested, IRR-attributed

A mid-hold dividend recapitalization pulls forward sponsor return by re-levering the portfolio company and distributing cash. This tool sizes the new debt stack to a target leverage, runs the use-of-proceeds waterfall, computes the pro-forma debt-service coverage, and attributes the IRR uplift versus a no-recap base case — then stress-tests the post-recap balance sheet against a 20% EBITDA decline.

Pro-forma stack
Senior + sub + total leverage
Cash to sponsor
After fees + refi premium
IRR uplift
vs no-recap base
Downside test
EBITDA −20% post-recap

Stage 1 · The deal at the recap date

Where the portco sits today — mid-hold, pre-recap. Use last-twelve-months EBITDA and the existing debt balance net of cash.

QoE-adjusted, run-rate.
All term loans + mezz, net of cash on hand.
Year-0 equity check, before any prior distributions.
From close to recap effective date.
Federal + state blended.

Stage 2 · Recap structure

Set the target post-recap leverage. The model sizes the new debt stack, runs the use-of-proceeds waterfall (refi + fees + premium + working-capital cash), and solves the residual dividend to sponsor.

Senior + sub stack as multiple of LTM EBITDA. Most direct-lender packages cap at 6.0×.
Term loan B / senior secured. Balance is sub / mezz / HY notes.
SOFR + spread, all-in including LIBOR floor and OID amortization.
Cash coupon + PIK accretion combined.
Arranger fees, ratings agency, legal, DFC. Industry std 1.0-2.0%.
Non-call premium / soft call. 1.0% is typical in year 2-3 of a TLB.
Minimum liquidity post-recap. Lenders generally require min cash covenant.

Stage 3 · Exit assumptions

The recap pulls forward equity return; the residual equity stake still exits at year 5 (or whenever). What does that look like?

Typical: 2 years to a year-5 exit from a year-3 recap.
LTM at exit. Should grow from current LTM via organic + add-ons.
Re-rate vs entry, comps-based.
Mandatory amort. TLB usually 1%/yr; cash sweep adds variable component.
Excess cash flow swept to debt paydown. Typically 50-75% of FCF.

Stage 4 · Results

Pro-forma debt stack, dividend to sponsor, IRR uplift, coverage, and the downside test.

Headline numbers

Use-of-proceeds waterfall

Recap vs no-recap — side-by-side

ItemNo recapRecap pathDifferential

Coverage & covenant snapshot

Downside test — EBITDA drops 20% the year after recap

The dividend recap is a fixed debt addition against a variable EBITDA. If the next year disappoints, the leverage and coverage ratios swing fast. This is the test that should be run before, not after, the recap closes.

Cross-sell — Practitioner's Guide to Private Equity

PE GUIDE COMPANION

This calculator is Model 04. The mechanics live in the guide.

Chapter 22.4 covers the recap decision framework — when it makes sense, when the lender market is open, and when the GP should leave the optionality on the table. Chapter 35 puts dividend recap inside the four-exit-channel decision: strategic, secondary, IPO, or recap-into-long-hold. The glossary defines the term against the broader recapitalization family. And Model 04 in the deal-type model suite is the Excel workbook this calculator runs against — same inputs, same waterfall, same balance-sheet logic, just on the page instead of in cells.

Open the PE Guide →
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Educational and informational purposes only. This calculator and any output it produces are intended solely for general educational and decision-support purposes. They do not constitute investment, tax, legal, accounting, appraisal, lending, insurance, or any other professional advice, and they do not create a fiduciary, attorney-client, accountant-client, or advisor-client relationship of any kind.

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