M&A and Private Equity Insider Series

Take Liquidity and Keep Building

Understanding buyers and private equity

How to receive a substantial payout and remain CEO and owner

A partial sale can separate today’s liquidity from tomorrow’s participation.

Selling a company does not always require a clean break. In a partial sale or recapitalization, an owner can receive meaningful liquidity, retain equity, and continue leading the business.

The structure can address several objectives. It may diversify personal wealth, provide capital for growth or acquisitions, create liquidity for other shareholders, and let the founder participate in a future sale. It can also introduce an experienced board and a more institutional operating model.

The word “partial” should not be confused with simple. An owner may retain a large economic stake while giving up legal control. The CEO role is governed by an employment arrangement; the equity is governed by shareholder documents. Each can end differently.

Before proceeding, define the cash required at closing, the percentage and class of equity retained, board composition, approval rights, compensation, termination provisions, dilution rules, transfer restrictions, and the expected timing of another transaction. Understand how debt affects cash flow and where your equity sits in the distribution waterfall. Discuss what happens if you want to step back earlier than planned—or if the investor wants a different CEO.

A partial sale is most effective when it is designed around the owner’s life and the company’s capital needs, not merely presented as a compromise between selling and staying.

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