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Leveraged recapitalisation meaning

What does Leveraged recapitalisation mean?
A leveraged recapitalisation is a corporate finance transaction in which a company incurs additional debt to return value to its shareholders/investors (typically via a debt‑funded dividend, share buyback or share redemption), rather than to fund new growth. It is a descriptive market term, not defined in legislation or case law. Key legal features include: a material increase in leverage; often a refinancing of existing facilities; and a distribution or capital reduction that must be lawful and properly documented. In England & Wales, Scotland and Northern Ireland, dividends and buybacks must comply with the Companies Act 2006 (for example, distributable profits and the statutory procedures for purchases/redemptions of own shares). In Ireland, the Companies Act 2014 applies; buybacks/redemptions and certain capital reductions commonly use the Summary Approval Procedure. Financial assistance rules differ: UK private companies are generally not prohibited, while Irish companies require SAP; public companies in both jurisdictions face tighter constraints. Directors must consider solvency, creditor interests where insolvency is in prospect, and duties when approving the transaction. Lender consent, restricted payments covenants, security and intercreditor terms are commonly engaged. Widely used in private equity to achieve an early return, it carries increased leverage and covenant headroom risk.
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View the related Practice Notes about Leveraged recapitalisation

PRACTICE NOTES
Leveraged Buy-Outs: Equity, Senior Debt, Unitranche, Second Lien, Mezzanine, PIK and Notes - Structures and Key Considerations

In most leveraged buy-outs, funding combines equity and debt. Deployment of proceeds varies by deal, but finance is typically directed to: buying the target business—usually by making a direct payment to the seller meeting transaction costs and expenses, including advisers’ fees, and refinancing outstanding debt A transaction may instead aim to refinance existing liabilities or return capital to the sponsor without a full exit—known as a ‘leveraged recapitalisation’—rather than acquire a target (see Practice Note: What is acquisition finance?). This Practice Note considers: how investors inject equity into the group and the forms that equity may take the range of debt options, including senior facilities, mezzanine facilities, second lien facilities, PIK or payment in kind facilities, unitranche facilities, senior secured notes and subordinated notes, and the factors that influence the choice of funding structure For an introductory overview, see Practice Note: Introductory guide to acquisition finance. For a glossary of key terms and...

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PRACTICE NOTES
Acquisition and Leveraged Finance: Practitioner’s A–Z of Terms, Covenants, Structures and Jargon

This glossary sets out many of the expressions commonly used in the leveraged finance market. Words appearing in the definitions in bold are defined elsewhere in this glossary. For further banking terminology, please refer to the main Banking & Finance Glossary... Acquisition finance glossary—A Acceleration Acceleration is the formal action taken by the agent, on the instructions of the majority lenders, following an event of default, such as making a demand for early repayment of the loan. See Practice Note: Accelerating a loan for more information... Accordion feature/accordion facility An accordion, also called an incremental debt feature, is a mechanism in the facilities agreement that, provided specified conditions are satisfied (for example, pro forma compliance with a leverage test), permits those lenders under the facilities agreement who wish to do so to advance additional debt. The terms for that extra debt are typically captured in an increase notice. This accordion or incremental debt flexibility is different from structural adjustment, which usually requires the majority consent...

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PRACTICE NOTES
UK Banking, Finance, Capital Markets, Derivatives and Insolvency Law Glossary including Islamic finance

Banking & Finance glossary A Auditing and Accounting Organisation for Islamic Financial Institutions (AAOIFI) The foremost Islamic, international, autonomous, independent, not-for-profit corporate body that develops and issues accounting, auditing, governance, ethics and Shari’ah benchmarks and standards for Islamic Financial Institutions (IFIs) and the wider Islamic finance sector. Founded in Bahrain in 1991, it is backed by a number of institutional members across more than 45 countries, including central banks and regulatory authorities, financial institutions, accounting and auditing practices, and legal firms. Its pronouncements are currently applied by leading Islamic financial institutions across the world and have advanced a progressive and gradual harmonisation of global Islamic finance practice. It also delivers professional qualification programmes—notably Certified Islamic Professional Accountant (CIPA), Certified Shari’ah Adviser and Auditor (CSAA), and the corporate compliance programme—in efforts to strengthen the industry’s human capital and governance frameworks. For further details, see Practice Note: Key participants in the Islamic finance industry—Accounting and Auditing Organisation for Islamic Financial Institutions (AAOIFI). Acceleration Acceleration is the formal action...

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