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Dividend recapitalisation meaning

What does Dividend recapitalisation mean?
Dividend recapitalisation describes a transaction in which a company (often private equity‑backed) incurs new or additional debt and uses the proceeds to pay a cash dividend to its shareholders/investors, sometimes alongside refinancing existing facilities. It is a market term used in leveraged finance and corporate practice, not one defined in legislation or case law. Typical structures include incremental term loans, unitranche facilities or high‑yield bonds. Key legal issues are: lawfulness of the distribution (distributable profits/reserves under Part 23 Companies Act 2006 in the UK and under the Companies Act 2014 in Ireland), capital maintenance, directors’ duties and corporate benefit, and the company’s ability to meet its debts as they fall due. While paying a dividend is not financial assistance for the acquisition of shares, care is needed where upstream guarantees/security or related acquisition financing exist. From a financing perspective, the transaction must fit within restricted payments/distributions covenants, leverage or ratio tests, builder baskets and any lender consent or conditions to incurrence under the relevant loan or bond documentation, and align with intercreditor arrangements. Usage and core legal analysis are broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland, subject to local companies legislation. See also leveraged recapitalisation.
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View the related Practice Notes about Dividend recapitalisation

PRACTICE NOTES
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PRACTICE NOTES
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PRACTICE NOTES
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