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K3 Deal Advisory
Capital Advisory

Recapitalisation

When the existing structure no longer fits — assess the options, then act. We advise on refinancing and balance-sheet restructuring before pressure forces the conversation.

When the existing structure no longer fits — assess the options, then act.

Debt advisory and refinancing are related, but distinct. Debt advisory addresses businesses raising capital for the first time or funding a new transaction. Refinancing addresses businesses already carrying debt, where the question is whether the current facility — its terms, lender, structure and quantum — remains appropriate.

Most businesses do not review their debt structure proactively. They wait until a trigger forces the conversation: maturity approaching, a covenant breach, a change in ownership, a sharp improvement in trading that the existing facility fails to recognise. By the time the trigger arrives, the options have narrowed.

The pressure points that prompt a refinancing

Maturity approaching. A facility maturing within 12-18 months needs to be addressed ahead of time. Lenders begin managing their position; options narrow as the maturity date approaches.

Covenant breach or test failure. Trading below covenant levels is a formal default event. The earlier the situation is assessed, the more options remain open.

Facility no longer fits the business. A business that has grown substantially since the original facility was arranged may be paying pricing that reflects an earlier, weaker credit profile. The existing terms may also restrict what the business can do operationally.

Pricing and fee structures. Current margin and arrangement fee terms may not reflect the business's current risk profile. The refinancing market may offer materially better terms.

Ownership change. A change in shareholder composition — partial sale, secondary buyout, management change — typically requires a review of the debt structure. The lender relationship and facility terms need to be appropriate for the new ownership context.

Balance-sheet reshaping. Where the debt-to-equity ratio is misaligned with the business's strategy or the market's expectations, a structured recapitalisation resets the balance sheet to the right position.

Our process

Position assessment. We review the existing facilities, covenant position, maturity profile and current market offerings. We establish the full picture before advising on options.

Options analysis. We assess the realistic alternatives — extension with the existing lender, refinancing with a new lender, facility restructuring, partial repayment — and model the economic and structural implications of each.

Market approach. Where a refinancing is the right outcome, we run a structured, prepared lender process — targeting the institutions most likely to deliver on terms and timeline.

Negotiation and completion. We negotiate the terms of the new facility, manage the legal documentation and conditions precedent, and complete the refinancing. Existing facility repayment, security release and new facility drawdown are coordinated to close simultaneously.

Acting before pressure builds

The optimal time to review a debt structure is before any trigger forces the conversation. A proactive assessment costs nothing and identifies whether the current structure is appropriate — or whether better options exist in the current market.

Also in Capital Advisory

Debt Advisory

Structuring and executing debt raises across acquisitions, refinancing and growth capital.

Equity Raise Advisory

Growth capital and strategic equity — assessing the case and running a targeted investor process.

Reviewing your debt structure?

The optimal time to act is before any trigger forces the conversation.

Speak to an adviser