Capital Restructuring – Three Most Common Techniques


Capital Restructuring


Capital Restructuring is much like remodeling your own home, it makes it more appealing.

Capital Restructuring can make your business more appealing to prospective stakeholders because this financial management tactic most often:

  • decreases expenses
  • improves operational efficiency,
  • raises the EPS of the business and
  • provides a base for much better overall operational results.

Businesses are like people in many ways, they never stop changing.

Businesses face ever-increasing competitive challenges, ongoing shareholder requirements, management’s choices with associated positive and negative results all combined with an ever-changing legal and political ecosystem.

All of this requires that  a business continues to reinvent itself and adapt to a constantly changing business environment.

Sometimes  capital restructuring is a viable response to these marketplace realities and conditions.

Capital Restructuring can be considered when a company explores  business expansion, asset divestitures, debt modifications, changes in corporate control , as well as modifications in the ownership framework.

A share repurchase plan is actually just one of the primary methods which a company uses for capital restructuring by altering its ownership framework. A business may use the share repurchase option when it’s got extra money.

The surplus money can easily be put to work  through investing in the business itself which will reduce the number of outstanding shares and thereby increase the company’s Earnings-Per-Share (EPS.)   The organization may also purchase  its shares in the open market in order to  combat an unwanted takeover bid.

Capital restructuring that involves such repurchases may possibly present many advantages to businesses. Stock repurchases are usually one-time returns of money. Instead of paying out dividends,  businesses can use extra cash to buy-back their own stock.  A stock repurchase can offer certain tax benefits to stockholders since the shareholders’ profits will typically be taxed at the capital gains tax rate, which is generally less  than the shareholder’s earned income tax rate.

In addition to the tax benefits, capital restructuring through stock buy-backs can be quite effective as a quick way to make an acquisition less attractive to a potential, but undesirable,  acquirer by depleting the level of excess cash on hand.  Experience indicates that the marketplace can view a share repurchase as either a positive or negative signal depending on the specifics of the repurchase offer and market conditions in general.

It is feasible that a repurchase of shares might send a negative indicator since the marketplace may think the organization doesn’t have any lucrative projects to pursue.   Because repurchases reduce hard cash assets, the business may also forfeit  some development opportunities.  Finally, in the event the repurchase  is not effectively executed, the capital restructuring of the business might be exposed to financial stress possibly including bankruptcy.

The actual shares which businesses need to purchase back would be from the outstanding shares of common stock. The shares may be held by commonplace investors or may be within the ownership of a few big investors. The organization generally provides a premium to owners over the marketplace valuation on the share when repurchasing them.

What three methods of capital restructuring can a business typically employ?

The repurchase methods include:
1. capital restructuring through repurchase tender offer
2. capital restructuring through open market purchases
3. capital restructuring through privately negotiated repurchases

Your organization may tender a cash offer in the open marketplace to buy-back the common stock.  A tender offer generally specifies the actual number of shares which the company wants to buy back and also specifies the price that it is willing to pay for these shares.

The tender offer will typically be time-bound and state a specific time period during which the repurchase offer would be valid.  Stock tender repurchase offers are usually reserved for large stock repurchases.

In well-developed markets,  open market buy-backs happen much more frequently compared to tender offers simply because they will tend to be a lot cheaper to manage. Open market buy-backs may also be distributed over lengthier time periods than stock tender offers. Open market buy-backs are generally used when dealing with smaller equity buy-back transactions.

Privately negotiated buy backs may be utilized to circumvent the activities of a hostile takeover when the aggressor is attempting to sweep the common shares of the targeted business in the marketplace. Negotiated purchases involve a small number of investors who hold significant chunks of a firm’s shares.

Apart from simply being a purely economic option, stock buy-back can also be a positive signal to the marketplace.  Possibly the organization is offering to repurchase its common stock by offering a  very high price compared to its current value.  Such an offer could be an indication that the company believes that its shares are currently undervalued.

The decision to go for share buy-back or invest the spare cash in other activities is a tough one. Usually, managers and shareholders have different views on the issue. However, the management-shareholder conflict can be resolved when there are large shareholders who can monitor and discipline the management.

Revitalization Partners has extensive experience in capital restructuring and we would be happy to speak with you to better understand your unique needs.