RecapOptions

An EXITstrategies program

Compare my options Skip to the form

Explore liquidity and a continuing ownership stake

Sell all, sell part, or keep it. Lay out every option.

For owners of service businesses with $5M+ in annual revenue.

A full sale, a majority recap and five other paths on the same rows, so you can rule things out and take the sheet to your CPA.

We are advisors, not the buyer. The first conversation costs nothing.

Compare my options
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Worksheet: what you keep

Rough sketch
You keep
A minority stake
Cash now
Most of the value at closing
Who controls
The buyer
Circle an option to sketch it

Rough sketch. Ring sizes show who holds more, not real percentages. Not a client result, a prediction or a valuation. Fees, taxes and debt are ignored.

Read this. Retained ownership and future upside are possibilities, not promised second paydays. Rolled or retained equity is usually illiquid, often a minority position behind acquisition debt, and can lose some or all of its value.

20+ years of real-world experience guiding service-business owners from first conversation to closing

Four questions, then the options worth a closer look

No option is right for everyone, and none is called the best one here. Your answers mark which columns to read first. Keep it and wait always stays on the sheet.

What do you want most from a deal?
What role do you want afterwards?
When would you like to act?
How much does keeping control matter?

Your marked-up sheet

Answer the questions and this sheet marks the options worth a closer look, with the reason for each. Nothing is sent anywhere.

Compare my options See the marked comparison

Seven options, the same nine questions

What each option gives you, and what it costs you. Read across a row to rule things out quickly. These are options owners commonly compare, not a list of deals we arrange.

Read this first. Retained ownership and future upside are possibilities, not promised second paydays. Rolled or retained equity is usually illiquid, often a minority position behind acquisition debt, and can lose some or all of its value.

Seven options compared on the same nine rows. Columns are options; rows are the questions.
Same rows for every option Full saleWe advise on this Majority recap with rolloverWe advise on this Minority investmentEducation only Growth capitalEducation only Management or family transferTalk it through ESOP (employee ownership)Education only Keep it and waitAlways on the table
Cash now

Most of the price at closing. Part may be held back in escrow or paid later as an earnout (Schwabe).

Most of the value at closing. The rest stays invested as your rolled stake.

Some, for the shares you sell, which is under half.

Little or none for you. The money mostly funds expansion, sometimes with some partial liquidity (Altss).

Depends on how your successor can pay. Your CPA and attorney help structure it.

A trust buys your shares for employees. How much is paid at closing depends on the funding.

None from a deal. Your normal pay and distributions continue.

Ownership you keep

None.

A minority stake. Rollover is often 10% to 30% typical, varies (Porte Brown).

The majority. A minority recap is the sale of 1% to 49% of a company (Main Street Capital).

Usually the majority, diluted by the new shares.

All, some or none, on the schedule you agree.

Some or none. The ESOP can buy part or all of the company.

All of it.

Who controls

The buyer, from closing.

The buyer. You keep negotiated rights, not control.

Usually you, with investor rights agreed up front.

Usually you, with investor rights and growth targets.

Moves to your successor as agreed.

A trustee votes the ESOP's shares. Board set-up varies.

You.

Your role

A handover period you negotiate, then you step out.

Negotiated: keep leading, move to the board or step back. If you leave, the company can often buy back your stake (FBT Gibbons).

You keep leading, with a co-owner to answer to.

You keep leading against an agreed growth plan.

You set the handover pace, often staying on as a mentor for a while.

You can stay on. Negotiated.

Unchanged.

Debt on the company

The buyer's decision after closing.

Often new acquisition debt, which is paid before your stake.

Debt is often used alongside it (Main Street Capital).

Usually far less acquisition debt than a buyout (Altss).

Depends on how the purchase is funded.

Often the company borrows to fund the purchase.

Unchanged, unless you choose to borrow.

Typical timeline (varies)

Many processes take months. Preparation and the market set the pace.

Months to close. A later sale of the whole company may follow; a recent measured median hold was about 6 years typical, varies (Private Equity Info).

Varies with the investor and the terms.

Varies with the investor and the plan.

Often longer, because a successor needs time to be ready.

Often longer, with valuation and plan set-up steps.

Your call. Preparing now keeps every option open.

What happens to employees

The buyer decides. Retention and pay plans are worth negotiating before you agree terms.

Usually stay. A new owner may bring new processes and targets.

Day to day is often unchanged.

More hiring if the plan works, more pressure if it does not.

Familiar faces lead. Continuity is the point.

They become owners through the plan.

No change from a deal.

Later upside

None from the company, apart from an earnout if one is agreed and its targets are met.

Possible. Your stake can be worth more, less or nothing at a later sale.

Read this. Retained ownership and future upside are possibilities, not promised second paydays. Rolled or retained equity is usually illiquid, often a minority position behind acquisition debt, and can lose some or all of its value.

Possible, and shared with an investor who will usually want a way to sell later.

Possible, if the growth plan works. It can also fall.

Possible, if you keep a stake through the handover.

Possible, if you keep shares.

Possible and all yours, and so is the risk: your wealth stays concentrated in one company.

Where we fit

We advise on full sales and run the process with qualified buyers.

We advise on majority recaps.

Education only. We do not arrange minority investments or growth-capital raises; if one may fit, we can refer you to a registered broker-dealer.

Read this. Retained ownership and future upside are possibilities, not promised second paydays. Rolled or retained equity is usually illiquid, often a minority position behind acquisition debt, and can lose some or all of its value.

Education only. We do not arrange minority investments or growth-capital raises; if one may fit, we can refer you to a registered broker-dealer.

We can talk it through with you. Your attorney and CPA structure it.

Education only. A seller can defer capital-gains tax only under conditions: a C corporation, with the ESOP owning at least 30% (NCEO). Your CPA decides.

We can help you prepare, with no obligation to sell.

Full sale

We advise on this
Cash now

Most of the price at closing. Part may be held back in escrow or paid later as an earnout (Schwabe).

Ownership you keep

None.

Who controls

The buyer, from closing.

Your role

A handover period you negotiate, then you step out.

Debt on the company

The buyer's decision after closing.

Typical timeline (varies)

Many processes take months. Preparation and the market set the pace.

What happens to employees

The buyer decides. Retention and pay plans are worth negotiating before you agree terms.

Later upside

None from the company, apart from an earnout if one is agreed and its targets are met.

Where we fit

We advise on full sales and run the process with qualified buyers.

Majority recap with rollover

We advise on this
Cash now

Most of the value at closing. The rest stays invested as your rolled stake.

Ownership you keep

A minority stake. Rollover is often 10% to 30% typical, varies (Porte Brown).

Who controls

The buyer. You keep negotiated rights, not control.

Your role

Negotiated: keep leading, move to the board or step back. If you leave, the company can often buy back your stake (FBT Gibbons).

Debt on the company

Often new acquisition debt, which is paid before your stake.

Typical timeline (varies)

Months to close. A later sale of the whole company may follow; a recent measured median hold was about 6 years typical, varies (Private Equity Info).

What happens to employees

Usually stay. A new owner may bring new processes and targets.

Later upside

Possible. Your stake can be worth more, less or nothing at a later sale.

Where we fit

We advise on majority recaps.

Read this first. Retained ownership and future upside are possibilities, not promised second paydays. Rolled or retained equity is usually illiquid, often a minority position behind acquisition debt, and can lose some or all of its value.

Minority investment

Education only
Cash now

Some, for the shares you sell, which is under half.

Ownership you keep

The majority. A minority recap is the sale of 1% to 49% of a company (Main Street Capital).

Who controls

Usually you, with investor rights agreed up front.

Your role

You keep leading, with a co-owner to answer to.

Debt on the company

Debt is often used alongside it (Main Street Capital).

Typical timeline (varies)

Varies with the investor and the terms.

What happens to employees

Day to day is often unchanged.

Later upside

Possible, and shared with an investor who will usually want a way to sell later.

Where we fit

Education only. We do not arrange minority investments or growth-capital raises; if one may fit, we can refer you to a registered broker-dealer.

Read this first. Retained ownership and future upside are possibilities, not promised second paydays. Rolled or retained equity is usually illiquid, often a minority position behind acquisition debt, and can lose some or all of its value.

Growth capital

Education only
Cash now

Little or none for you. The money mostly funds expansion, sometimes with some partial liquidity (Altss).

Ownership you keep

Usually the majority, diluted by the new shares.

Who controls

Usually you, with investor rights and growth targets.

Your role

You keep leading against an agreed growth plan.

Debt on the company

Usually far less acquisition debt than a buyout (Altss).

Typical timeline (varies)

Varies with the investor and the plan.

What happens to employees

More hiring if the plan works, more pressure if it does not.

Later upside

Possible, if the growth plan works. It can also fall.

Where we fit

Education only. We do not arrange minority investments or growth-capital raises; if one may fit, we can refer you to a registered broker-dealer.

Management or family transfer

Talk it through
Cash now

Depends on how your successor can pay. Your CPA and attorney help structure it.

Ownership you keep

All, some or none, on the schedule you agree.

Who controls

Moves to your successor as agreed.

Your role

You set the handover pace, often staying on as a mentor for a while.

Debt on the company

Depends on how the purchase is funded.

Typical timeline (varies)

Often longer, because a successor needs time to be ready.

What happens to employees

Familiar faces lead. Continuity is the point.

Later upside

Possible, if you keep a stake through the handover.

Where we fit

We can talk it through with you. Your attorney and CPA structure it.

ESOP (employee ownership)

Education only
Cash now

A trust buys your shares for employees. How much is paid at closing depends on the funding.

Ownership you keep

Some or none. The ESOP can buy part or all of the company.

Who controls

A trustee votes the ESOP's shares. Board set-up varies.

Your role

You can stay on. Negotiated.

Debt on the company

Often the company borrows to fund the purchase.

Typical timeline (varies)

Often longer, with valuation and plan set-up steps.

What happens to employees

They become owners through the plan.

Later upside

Possible, if you keep shares.

Where we fit

Education only. A seller can defer capital-gains tax only under conditions: a C corporation, with the ESOP owning at least 30% (NCEO). Your CPA decides.

Keep it and wait

Always on the table
Cash now

None from a deal. Your normal pay and distributions continue.

Ownership you keep

All of it.

Who controls

You.

Your role

Unchanged.

Debt on the company

Unchanged, unless you choose to borrow.

Typical timeline (varies)

Your call. Preparing now keeps every option open.

What happens to employees

No change from a deal.

Later upside

Possible and all yours, and so is the risk: your wealth stays concentrated in one company.

Where we fit

We can help you prepare, with no obligation to sell.

Where the facts come from

Ranges are typical and vary from deal to deal. None of them is a promise.

  • Porte Brown, on rollover equity: rollovers "often fall somewhere in the 10% to 30% range". portebrown.com
  • Private Equity Info, typical hold of 6.0 years across 13,757 exits from 2021 to mid-2026. privateequityinfo.com
  • Main Street Capital, on minority recapitalization: the sale of 1% to 49% of a company, often alongside debt. mainstcapital.com
  • Altss glossary, on growth equity: usually a minority stake, with far less acquisition debt than buyouts. altss.com
  • FBT Gibbons, on rollover participants: most rollover equity can be repurchased if your employment ends. fbtgibbons.com
  • NCEO, on ESOPs: tax deferral for a seller only under conditions, including a C corporation and at least 30% ESOP ownership. nceo.org
  • Schwabe, on earnouts, escrows and holdbacks at closing. schwabe.com
  • Exit Planning Institute owner survey (self-selected sample): more than half of boomer owners plan to exit within five years; 27% have had a formal valuation. exit-planning-institute.org

Want an advisor to walk through your sheet with you?

Compare my options

Can I combine them?

Often, yes. Many owners take these one after another rather than picking just one. Two common pairings:

  • A majority recap now, the rest later

    You sell control now and keep a minority stake. If the buyer later sells the whole company, your stake is usually sold with it. That later sale can pay more, less or nothing.

    Read this first. Retained ownership and future upside are possibilities, not promised second paydays. Rolled or retained equity is usually illiquid, often a minority position behind acquisition debt, and can lose some or all of its value.

  • Keep it now, prepare, decide later

    Waiting is a plan, not a default. Have the numbers reviewed, ready a successor and revisit the sheet each year. If you do nothing for three years, the options are still there, but so is the chance that your health, a key manager or the market changes first.

    More than half of boomer owners plan to exit within five years, yet only 27% have had a formal valuation survey, self-selected (Exit Planning Institute).

Want an advisor to walk through your sheet with you?

Compare my options

Take this to your CPA

"My CPA will tell me" is a good instinct. So bring the sheet, not a sales pitch: your answers, the options worth a closer look and the questions only your CPA and attorney can answer.

Copy it, paste it into an email and send it before your next meeting.

Tax treatment depends on deal structure and your situation. Your CPA or tax attorney decides. Nothing on this page is tax, legal, accounting or investment advice.

My options worksheet

My options worksheet (from recapoptions.com)

My answers: not filled in yet. Answer the four questions on the page to add them.

The seven options I am comparing:
- Full sale
- Majority recap with rollover
- Minority investment (education only)
    We do not arrange minority investments or growth-capital raises; if one may fit, we can refer you to a registered broker-dealer.
- Growth capital (education only)
    We do not arrange minority investments or growth-capital raises; if one may fit, we can refer you to a registered broker-dealer.
- Management or family transfer
- ESOP (employee ownership) (education only)
    ESOPs are set up with specialist advisers, and tax deferral applies only under conditions. Your CPA decides.
- Keep it and wait

Questions for my CPA and attorney:
1. How would each option be taxed for my entity type and situation?
2. If I roll part of my sale into the buyer, could that part be tax-deferred in my structure?
3. Would ESOP rules apply to us (for example, C corporation status)?
4. What should I clean up in my books before talking to any buyer?

Note: Retained ownership and future upside are possibilities, not promised second paydays. Rolled or retained equity is usually illiquid, often a minority position behind acquisition debt, and can lose some or all of its value. Nothing here is tax, legal, accounting or investment advice.

Straight answers before you write to us

Before any introduction

Every buyer is qualified before they ever see your name.

Before a buyer signs an NDA, they go through several screening steps covering who they are, their capacity to close, and how well your business fits what they are looking for. Only buyers who clear every step are introduced.

  • Who they are
  • Their capacity to close
  • How well your business fits what they want

Interest is not the hard part. Our listing network draws hundreds of blind inquiries beyond our own outreach, and our blind teasers are viewed thousands of times. That outreach reaches a network of more than 100,000 buyers, and it grows every day. Qualification is how we turn that volume into a short list worth your time. our own figures

Is this for a company like mine?

It is built for owners of service businesses with about $5M or more in annual revenue. Not sure of your numbers? That is fine. An advisor reviews every inquiry, and an unknown figure is not a reason to say no.

Are you the buyer?

No. We are advisors, not investors. We advise owners on transactions in which a buyer acquires a controlling interest and takes an active role in running the business. If you choose a full sale or a majority recap, we run the process with qualified buyers, including private equity groups, family offices and strategic acquirers.

Will my employees or competitors hear about this?

We handle inquiries discreetly and share identifying details with buyers only after they sign an NDA.

What does it cost?

The first conversation costs nothing. If you engage us, fees are set in writing before any work starts.

What happens after I send the form?

An advisor reads your answers, then replies by email within one business day to set up a first conversation. You decide whether anything happens after that. Submitting does not commit you to anything.

Will you tell me what my company is worth?

Not from a form. Value depends on earnings quality, growth, buyer demand and terms. We do not quote ranges before reviewing your numbers.

Compare my options with an advisor

A short form. An advisor reads it, then replies by email within one business day.

About you
About the business

For example: HVAC, landscaping, staffing, IT services

What you want to explore
Add more detail (optional)

We reply by email unless you ask for a call.

Submitting does not commit you to anything.

We use your answers to review fit and contact you about your inquiry. Read our privacy policy.

100% US-based. A real person, any hour.

We use AI behind the scenes for internal work and buyer matching, but people run every client relationship. Our principals take shifts so one of us is always reachable, day or night, and anything you send is routed right away.

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