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Capital for your business and for you, on the right terms.

Some capital goes into the business, to fund growth or an acquisition. Some comes out of it, to buy out a partner or take some money off the table for you and your family. Many deals do both. The real questions are where the money comes from and what it costs you in control, flexibility, and risk.

We start with your goals, show you every available option, and then run a competitive process among the capital partners that fit, so terms are set by competition, not the first caller.

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Most owners who talk to us aren’t selling yet.

Confidential. No obligation. Exploring your options commits you to nothing.

~$2B
in closed M&A transactions.
Selling Your Business with Confidence-- by David W. McCombie III, published by Wiley
AmazonBest-seller
25th Annual M&A Advisor Awards, 2026: Boutique Investment Banking Firm of the Year finalist USA M&A Atlas Awards 2023: Growth Investment Deal of the Year winner USA M&A Atlas Awards 2023: Boutique Investment Bank finalist
Start with the goal

First question: is the money going into the business, or out to the owners?

Money that goes into the business adds cash to the company to fund what comes next. Money that goes out goes to the owners, as a distribution or for some of their shares, and the company’s cash doesn’t grow. Each can be funded more than one way, and each way trades away something different: control, cost, risk, or time.

Capital from a lender or investor
Into the businessAdds cash to the company
Out to the ownersCash for the owners, not the company
Growth

Expand faster than cash flow permits

New locations, equipment, people, or systems, funded now instead of year by year.

Acquisitions

Buy a competitor or a complementary business

Add customers, locations, or capabilities in one step. Executing and financing the acquisition →

Partner buyout

Buy out a partner

Or a retiring founder or family shareholders, on terms the company can carry.

Personal wealth

Take some money off the table

Diversify your wealth without selling the company.

Many deals do both. One investor can fund the company’s growth and buy part of your stake in the same transaction.

Eight questions that point to the right structure

  1. Is the money going into the business, out to you and your partners, or both?
  2. How much cash do you need now?
  3. How confident are you in the company’s future?
  4. Is now the right time to sell the whole company, or would waiting be worth more?
  5. How much debt and risk can you live with, personally and in the business?
  6. Do you need a partner’s expertise and relationships, or only its capital?
  7. How comfortable are you with outside partners and answering to a board?
  8. Do you want to keep running the company, and when would you want a full exit?
The options

From a loan to a partner: how much ownership do you want to share?

Every source of capital sits somewhere between keeping all of the ownership and bringing in a partner who shares it. Where you land depends on where the money is going, what your company’s earnings can support, and how much control you want to keep.

  • Senior debt
    How it works

    A bank or asset-based lender lends against the company’s cash flow or assets.

    Where the money goes

    Either way: into the business for growth or an acquisition, or out to the owners for a partner buyout or a distribution.

    You keep

    Every share, and full control.

    You give up

    Flexibility: repayment, covenants, collateral, and sometimes a personal guarantee.

    Often fits

    Growth, an acquisition, or a partner buyout that’s modest relative to what the company’s cash flow can repay. Assumes little existing debt. Debt ↓

  • Private credit
    How it works

    A private credit or mezzanine fund lends more, or on more flexible terms, than a bank will.

    Where the money goes

    Either way, including a larger one-time distribution to the owners (a dividend recapitalization).

    You keep

    Every share in most structures, control, and often no personal guarantee.

    You give up

    Cost: interest and fees above a typical bank loan, and sometimes warrants that give the lender a small equity stake.

    Often fits

    A larger acquisition, buyout, or distribution than senior debt alone can fund. Debt ↓

  • Minority equity
    How it works

    An investor buys less than half the company (a minority stake), often as preferred or structured equity.

    Where the money goes

    Into the business for growth, out to the owners for part of their stake, or both in one deal.

    You keep

    Control, and most of the future upside.

    You give up

    Some autonomy: usually a board seat, consent rights over major decisions, and an agreed path to the investor’s exit.

    Often fits

    An owner who wants capital and a partner’s expertise, and plans to stay in charge. Equity partners ↓

  • Majority recapitalizationClosest to a sale
    How it works

    Functionally a sale of control. An investment firm (private equity) buys more than half the company (a majority), you take most of your value in cash, and you reinvest part of your proceeds as rollover equity alongside the firm.

    Where the money goes

    Mostly out to the owners. The new partner often funds growth after closing.

    You keep

    A minority stake, usually a leadership role, and proceeds from a second payout (second bite of the apple) when the company sells.

    You give up

    Control. You answer to a board and a growth plan the investor sets, and the investor decides the timing of the next sale, often within four to seven years.

    Often fits

    An owner who wants most of the value in cash now and wants to scale up, with a partner funding aggressive growth, often through acquisitions. Equity partners ↓

General descriptions only. Terms, availability, and fit depend on your company’s numbers, your goals, and market conditions at the time. A majority recapitalization is close to a sale, and we run it the same way. How we run a sale →

Not sure which of these fits? Sorting that out is the first conversation, and it’s confidential.

Start a Confidential Conversation

Most owners who talk to us aren’t selling yet.

Financing and debt

Borrow against what the business earns, and keep every share.

Debt lets a company raise capital without giving up ownership. A bank, an asset-based lender, or a private credit fund lends against the company’s cash flow or assets, and the company repays it over time. The money can go into the business or out to the owners. It’s usually the least expensive capital available, as long as the business can carry the payments and live within the lender’s covenants.

We start with your objectives and lay out the options with the advantages and disadvantages of each, including what each lender’s covenants would mean for how you run the business. Then we run a competitive search among the lenders that fit, so the terms and conditions are set by competition.

What we arrange
  • Bank loans and revolving lines of credit
  • Senior secured term loans
  • Asset-based loans against receivables, inventory, or equipment
  • Unitranche and other hybrid facilities, which combine senior and junior debt in one loan
  • Mezzanine and subordinated debt
Where the money goes
  • Into the business
  • Growth: equipment, facilities, new locations, or working capital
  • An acquisition
  • Out to the owners
  • Buying out a partner or family shareholders
  • A one-time distribution to the owners (a dividend recapitalization)
  • Refinancing
  • Existing debt on better terms, which can include releasing a personal guarantee

Need more than the company’s cash flow can support? That’s where an equity partner comes in. Equity partners ↓

Equity partners

An equity partner can fund your growth, buy part of your stake, or both.

An equity partner, such as a private equity firm or a family office, buys a share of the company. Its money can go into the business to fund growth or acquisitions, out to the owners for part of their stake, or both. How much of the company you sell decides who controls it afterward.

Not every investor brings the same thing. Starting from your goals, we find the partners that can add the most strategic value, such as industry relationships, operating expertise, or acquisition experience, and run a curated, competitive process among them. We’ve been private equity investors and partners ourselves, so we tell you plainly what each governance term will mean for you in practice. And because we build the numbers we negotiate, we can anticipate what the investor’s detailed check (diligence) will raise and tell the company’s story credibly.

Minority partnerYou keep control
Into the business

Main useFunds growth: new equipment, locations, or acquisitions.

Out to the owners

Often buys part of your stake, or buys out other minority partners.

What you keep

Control, most of the future upside, and sometimes the right to buy the investor out at a set price or formula.

What the investor gets

Usually preferred or structured equity, which returns its money plus a preferred return first; a board seat; consent rights over major decisions such as new debt, new equity, or a sale; and frequently the right to force a sale after a set number of years, often seven or more.

Majority partnerA sale of control
Into the business

Often significant growth funding after closing, frequently for acquisitions.

Out to the owners

Main useMost of your value in cash at closing.

What you keep

A minority stake (rollover equity), usually a leadership role, and proceeds from a second payout (second bite of the apple) when the company sells again, often in four to seven years.

What the investor gets

Control of the board, and the decision on when the company sells again.

Want your management team to buy the company instead? Management buyouts ↓

Management buyouts

When the team that runs the company buys it.

In a management buyout, the company’s senior managers or minority owners buy it, usually from a founder who is ready to step back. Few management teams can pay the price themselves, so the purchase is typically funded with debt, equity from a private equity firm or family office, and often a note from the seller paid over time. The money goes out to the selling owner, and the company usually carries the debt afterward.

For an owner, selling to your team can keep the culture and the people intact, often with a faster, less intrusive due diligence process. Your managers already know the business, so they can often get comfortable with risks, like key-person dependence, that an outside buyer would find harder to accept. The trade-off can be price or certainty.

For a management team with the chance to buy, we raise the debt and equity, build the investment case, and see the deal through to closing. Having been private equity investors ourselves, we know what an equity partner will ask of a management team, and we tell you plainly what each term will mean once you’re running the company with a partner.

How a buyout is usually funded
  • Senior debt against the company’s cash flow and assets
  • Private credit or mezzanine debt to close the gap
  • Equity from a private equity firm or family office
  • A seller note, repaid from the company’s future cash flow
  • Management’s own investment
What we handle for acquiring management teams
  • Underwrite the opportunity and build a compelling investment case
  • Raise the financing and the equity
  • Quarterback due diligence to meet lender and investor requirements
  • Negotiate the purchase terms, and the partnership terms with the equity investor
  • Manage the deal to closing, alongside your legal and tax advisors

Thinking of selling to your team? Compare it with a competitive sale first. How we run a sale →

The fine print

The right partner matters more than the biggest check.

With equity you’re choosing a partner you’ll live with for years. With debt, you’re choosing a lender whose terms shape every decision. The amount and the price are two terms among many. These are the ones we negotiate just as hard.

Governance

Board seats, consent rights over budgets, hiring, debt, and acquisitions, and how disagreements get resolved.

Economics

Interest, fees, and warrants on debt; preferred returns and liquidation preferences on equity; and the rights any rollover shares carry.

Flexibility

Covenants, amortization, and prepayment terms, and whether anything is personally guaranteed.

The next exit

Who controls the timing and terms of a future sale, including drag-along, tag-along, and redemption rights.

Your role

Your title, authority, and compensation, and what happens if you want to step back.

Fit

How the partner behaves when results miss, what it has done with companies like yours, and its plan for your team.

We’ve lived with these terms ourselves. As private equity investors, as partners alongside other owners, and in the partnerships we’ve negotiated for clients, we’ve seen what a board seat, a consent right, or a drag-along means years after closing. We share that openly, so you know what you’re agreeing to before you sign.

Why owners raise capital with us

We negotiate for capital as people who have put our own to work.

We’ve led private equity investments as principals, with our own capital at risk, and been partners alongside the owners of the companies we invested in. We’ve also negotiated every kind of partnership for business owners: with co-founders, family members, lenders, and private equity. That gives us lived experience of how governance decisions play out over the years, and we share it openly with every client.

Every option on the table

We model the options side by side, from a bank loan to a majority recapitalization, so you see the cost, the trade-offs, and where the money goes before you choose.

Real competition for your deal

Banks, private credit funds, private equity firms, and family offices can value the same company very differently. A competitive process finds out how differently.

Governance we’ve lived with

Board seats, consent rights, and exit rights decide how a partnership works long after the check clears. We’ve lived with them as investors and partners ourselves, so we tell you plainly what each one will mean for you, and we make sure the hard questions are answered before anything is signed.

How a raise works

  1. Goals and options

    Define what the capital is for and where the money goes, then model each structure: amount, cost, leverage, dilution, and control.

  2. Preparation

    Lender- and investor-ready financials, recast in-house the way their accountants will, so the numbers show what the company truly earns. Plus a financial model and materials that hold up to diligence.

  3. Confidential outreach

    The right lenders and investors for your goals, approached under confidentiality agreements.

  4. Competition and terms

    Term sheets compared on everything that matters, not just price, then negotiated.

  5. Diligence and closing

    Managed to the finish line, alongside your legal and tax advisors.

Build, fund, sell

Grow it, fund it, or sell it. We help at every stage.

David W. McCombie III, Founder & Chief Executive Officer of McCombie Group
Expertise

Led by the person who wrote the book on selling a business.

David W. McCombie IIIFounder & Chief Executive Officer

Author of Selling Your Business with Confidence (Wiley, 2024).

David also serves on the executive committee of the Miami chapter of YPO, the global community of chief executives.

Selling Your Business with Confidence-- David W. McCombie III, published by Wiley
Owner questions

Straight answers about raising capital

How can I raise capital for my business without selling it?

There are usually several ways. Debt from a bank or a private credit fund can fund growth, an acquisition, or a partner buyout while you keep every share. A minority equity investor can provide more capital, and often expertise, while you keep control. The right mix depends on where the money is going, how stable your earnings are, how much debt the business can carry, and how much control you want to keep.

What’s the difference between money going into the business and money going out to the owners?

Money that goes into the business, sometimes called primary capital, adds cash to the company to fund growth or acquisitions, and nothing is paid out to the owners. Money that goes out reaches the owners as a distribution or by buying some or all of their shares (a share purchase is often called secondary), so the owners receive cash and the company’s cash doesn’t increase. Many investors can do both in the same transaction. Knowing which you need shapes every other choice.

How can I buy out a business partner?

A partner buyout is usually funded by some combination of company cash flow, new debt, and sometimes an equity investor. A lender can fund the purchase against the company’s earnings, or a minority investor can buy the departing partner’s shares while you keep control. Either way, the money goes out to your partner, not into the business. The valuation, the structure, and the buyout agreement all matter, so your legal and tax advisors should be involved from the start.

Can I take money out of my business without selling it?

Often, yes. If the business produces steady cash flow, a debt recapitalization can fund a distribution to you while you keep every share. A minority recapitalization trades part of the company to an investor for cash while you keep control. How much is realistic depends on your earnings, how stable they are, your industry, and credit markets at the time. Each route has trade-offs, from added debt to a new partner at the table.

What is a dividend recapitalization?

A dividend recapitalization, or debt recap, is a loan to your company that funds a one-time distribution to its owners. You keep all of your equity and control, and the company repays the debt from future cash flow. The trade-off is leverage: interest and covenants reduce flexibility, and too much debt can strain the business if results dip. It tends to fit companies with predictable earnings and modest existing debt.

What is the difference between a minority and a majority recapitalization?

In a minority recapitalization, an investor buys less than half of the company, often through preferred or structured equity, and you keep control; its money can go into the business, out to you, or both. A majority recapitalization is much closer to a sale: a private equity firm buys control, you take most of your value in cash, and you roll part of your proceeds into a stake alongside the firm. It’s the scale-up path, with a partner funding aggressive growth, often through acquisitions, toward proceeds from a second payout (second bite of the apple) when the company sells again.

What governance terms should I expect from an equity investor?

A minority investor usually takes preferred or structured equity, which returns its money plus a preferred return before other shareholders, a board seat, consent rights over major decisions such as new debt, new equity, or a sale, and often the right to force a sale after a set number of years. A majority investor controls the board and decides when the company sells again, and you typically keep standard minority protections. We’ve lived with these terms as investors ourselves, so we explain what each will mean for you before you sign.

How does a management buyout work?

In a management buyout, the company’s managers or minority owners buy it from the current owner. Because few teams can pay the full price themselves, the purchase is usually funded with debt against the company’s cash flow, equity from a private equity firm or family office, and often a seller note paid over time. Management typically invests too and keeps running the company. The price, the financing, and the terms of the new partnership all need negotiating.

Can I refinance my business debt to get out of a personal guarantee?

Sometimes. Lenders ask for a personal guarantee when the company’s cash flow or collateral doesn’t fully cover the loan on its own. As a business grows, its earnings and assets may support debt without one, and a competitive refinancing can test whether lenders will lend without a guarantee or with a limited one. Whether it’s achievable depends on the company’s earnings, its collateral, its existing debt, and credit markets at the time. Have your attorney review any guarantee before you sign or replace it.

Know your options before you need the capital.

A confidential conversation about what’s possible costs nothing, and it’s useful even if you never raise a dollar.

Start a Confidential Conversation

Most owners who talk to us aren’t selling yet.

The information on this page describes capital-raising services and is provided for general informational purposes only. Nothing on this page is an offer to sell or a solicitation of an offer to buy any security, nor a recommendation regarding any security or investment. Any such offer or solicitation will be made only through definitive transaction documents to eligible investors, and only in compliance with applicable federal and state securities laws. Capital-raising or any other transactions involving the offer, purchase, or sale of securities are conducted through GT Securities, Inc., a broker-dealer registered with the SEC and a member of FINRA and SIPC. Past results are not indicative of future outcomes. No assurance can be given that any transaction will be completed or achieve any particular result.