Recapitalization: the data room for a new capital structure
A recapitalization changes the mix of debt and equity in a company: adding debt, bringing in new equity, buying out holders or converting debt. The room supports new capital providers and existing holders whose consent is needed, with valuation, financials and the current capital documents.
Folder index
- 01 Transaction overview Purpose, proposed structure, sources and uses, timetable.
- 02 Current capital structure Cap table, debt schedule, preferred terms, consent requirements map.
- 03 Financials Historical statements, current trading, forecast.
- 04 Valuation Valuation analysis or fairness work where relevant.
- 05 Debt documents Credit agreements, notes, intercreditor agreements.
- 06 Equity documents Charter, investor rights, shareholder agreements.
- 07 Business diligence Customers, contracts, operations, management.
How this raise works
Companies recapitalize to buy out shareholders, replace expensive debt, fund growth, reset a balance sheet after weak results or give owners liquidity without a full sale. Capital may come from private equity, private credit, mezzanine funds, family offices or a mix.
Existing holders often control the outcome. Lenders may need to consent or be repaid, preferred holders may have protective provisions, and shareholders may have preemptive rights. The room needs a clear map of who must approve what, built from the charter, investor agreements and credit agreements.
In a stressed recapitalization the readers widen to creditor groups and their advisers, and some information may make recipients restricted insiders. Separate public and private-side information where securities trade, and use cleansing arrangements agreed with counsel.
Best data rooms for this raise
The 16 rooms re-ranked with this raise's weights. Permission control carries the most weight here.
- Investor tracking 22%
- Permission control 27%
- Raise workflow 23%
- Investor onboarding 14%
- Cost of a raise 14%
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Full deal room with AI, a listed price and a 14-day free trial.
Price $149 a month Trial 14-day free trial Features 8 of 12 listed -
Long-running M&A platform with layered permissions and fast support.
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Bank-grade platform for large processes, with AI and a mobile app.
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Deal room with AI and readiness tools for preparing a process.
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One of the oldest deal rooms, common on bank-led transactions.
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Easy, reliable deal room favored by mid-market advisers.
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Security-focused deal room with detailed permission controls.
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Simple flat-rate deal room with signing and Q&A.
Price $250 a month Trial Free trial available Features 8 of 12 listed -
Deal room with a listed monthly price and an open API.
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European deal room strong in real estate, with AI features.
Price Priced on request Trial Demo on request Features 8 of 12 listed
Places 11 to 16: Box (7.2), DealRoom (7.0), ShareVault (6.9), Venue by DFIN (6.5), Digify (6.0), DocSend (5.6)
Folder index for the room
A starting index for this raise. Number the folders so the order survives exports and investors can cite them in questions.
- 01 Transaction overviewPurpose, proposed structure, sources and uses, timetable.
- 02 Current capital structureCap table, debt schedule, preferred terms, consent requirements map.
- 03 FinancialsHistorical statements, current trading, forecast.
- 04 ValuationValuation analysis or fairness work where relevant.
- 05 Debt documentsCredit agreements, notes, intercreditor agreements.
- 06 Equity documentsCharter, investor rights, shareholder agreements.
- 07 Business diligenceCustomers, contracts, operations, management.
- 08 ProposalsTerm sheets from capital providers, restricted per party.
- 09 Holder communicationsConsent solicitations, notices, voting materials.
- 10 Q&AQuestions from investors, lenders and holders.
Features this raise needs
| Feature | Why | Ellty | iDeals | Datasite | Ansarada | Intralinks | Firmex |
|---|---|---|---|---|---|---|---|
| Q&A module | LPs and lead investors post questions on a file; the deal team routes each one, drafts a reply and decides who sees it. | ||||||
| Investor activity log | A per-investor record of opens, pages and minutes, which tells the IR team who is in diligence and who stalled. | ||||||
| Dynamic watermarks | Stamps the reader and a timestamp over every page, so a PPM that leaks carries its source with it. | ||||||
| Built-in redaction | Masks fee splits, investor names or personal data in place, with no edited duplicate to keep in sync. | ||||||
| View-only files | Files can be read but not saved or printed, and the setting can change mid-raise without a new invite. |
Setting up the room
- 01
Map consents first
List every holder whose approval is needed and the threshold. It decides the order of conversations.
- 02
Split readers by side
New investors, existing lenders and shareholders each get their own folder set.
- 03
Handle insider information carefully
Where securities trade, agree with counsel how private information is shared and later cleansed.
- 04
Keep proposals private
Each provider's term sheet stays in its own restricted folder.
- 05
Record what each holder saw
Use the audit trail to show which materials supported each consent.
Common mistakes
- Discovering a blocking consent right late in the process.
- Sharing material non-public information without a cleansing plan.
- Letting one provider see another's terms.
Calculators for this raise
Or take the four-question quiz and check the raise checklist.
Questions and answers
What is a debt-funded recap?
A recapitalization where the company takes on new debt to fund a distribution or buy back shares, increasing debt relative to equity.
Who needs access to a recap room?
New capital providers, existing lenders and holders who must consent, and the advisers for each group.
How is this different from a dividend recap?
A dividend recap is one kind of recapitalization where new debt funds a dividend to shareholders.