Dividend recapitalisation (dividend recap)
What is a dividend recapitalisation, and how does a lender read one?
ONE OF 416 TERMS · FREE · NO SIGNUP
BY MICHAEL SHANG · SIXTEEN YEARS IN COMMERCIAL BANKING · UPDATED
// THE SHORT ANSWER
A dividend recapitalisation is new or increased borrowing raised to pay a dividend, or repay shareholder loans, to a company's owners, most often a private equity sponsor taking back part of its investment early. The business gains no new asset: a company with EBITDA of US$10m that lifts its debt from US$25m to US$40m to pay a US$15m dividend moves from 2.5 to 4.0 times leverage. A lender reads how much of the owners' money is left beneath its loan, and the dividend must meet its market's distribution rules: New Zealand's solvency test and directors' certificate, Australia's net-assets and creditor-prejudice test, or the UK's distributable-profits rule, which borrowing cannot create.
BASIS Practitioner judgment from sixteen years in commercial banking, set out in How Bankers Think (Highbank Press, 2026). Every borrower on this site is a composite constructed for teaching, not a client. The market is mid-market commercial lending as practised in New Zealand and Australia; where a convention differs elsewhere, the page says so.
// THE FULL PAGE
Dividend Recapitalisation: a Worked Example →
The business is the same. The owners' stake in it is not.
// WHAT IT IS NOT
A debt-for-equity swap recapitalises a struggling borrower by cutting its debt; a dividend recapitalisation does the reverse, adding debt to return money to the owners of a business that is trading well.
// WORKED IN
// NEXT TO IT
- Working capital facility
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- Majority lenders
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- Locked box (leakage)
- Completion accounts
- Recurring revenue loan (ARR loan)
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