Capital Structure Optimization
Advisory on capital-structure optimization — debt/equity/hybrid mix, liquidity, cost and maturity profile, covenants, ownership/dilution and refinancing or capital-raise alternatives.
Our approach.
We advise corporates, sponsors and shareholders on the optimization of their capital structure. Our contribution is to map the current mix of debt, equity and hybrid instruments; analyse cost, tenor, covenants and ownership implications; test the structure against stress scenarios; and design refinancing or capital-raise alternatives that align the company’s strategy with the priorities of its stakeholders. Financing terms and issuance capacity remain with the identified lenders, investors and, where relevant, licensed counterparties acting under their regulated capacity.
Capital structure is more than a mix of debt and equity: it is a set of contractual commitments — covenants, maturities, security packages, information duties — that shape what a company can and should do at every point in its cycle. Optimising the structure means bringing those commitments into alignment with the company’s strategy, its cash-flow profile and its stakeholder priorities.
The exercise combines four disciplines: a quantitative discipline (cost, tenor, sensitivity to rates and business scenarios); a contractual discipline (covenants, security, inter-creditor logic); a strategic discipline (ownership, dilution, control); and an execution discipline (calendar, counterparties, market windows). We approach each mandate with the four in view.
Our engagements typically cover debt/equity/hybrid mapping, analysis of cost, tenor and covenants, ownership and dilution scenarios, liquidity and cash-flow projections, stress and refinancing scenarios, and the execution roadmap for the retained alternative.
- Corporates reviewing their capital stack ahead of a strategic step.
- Sponsors adjusting portfolio-company financing.
- Shareholders preparing a governance transition, transaction or refinancing.
- Family businesses aligning capital structure with succession objectives.
- Approaching maturities or covenant reviews
Existing facilities approach maturity or a covenant review, and the company wants to prepare an optimised alternative in advance.
- Preparing a transformative operation
A transaction, acquisition or capital step requires a redesign of the capital stack before execution.
- Rebalancing ownership and financing
Shareholders rebalance ownership, dilution and financing to align with a revised long-term plan.
- Scale
- Mid-market European capital-structure reviews across equity, quasi-equity and debt layers.
- Timing
- Typically several months from mandate to closing, depending on complexity and counterparties.
- Geography
- Continental European corridors with recurring activity across France, Italy, Luxembourg, Switzerland and Monaco; selective UK, MENA and transatlantic exposure.
- Debt/equity/hybrid mapping and covenant analysis.
- Cost, tenor and liquidity analysis.
- Ownership, dilution and control scenarios.
- Stress and refinancing scenario design.
- Alternative structures and capital-raise pathways.
- Stakeholder coordination and execution roadmap.
- 01Map
We map the existing capital stack, contractual constraints and cash-flow dynamics.
- 02Analyse
We analyse cost, tenor, covenants, stakeholder priorities and dilution mechanics.
- 03Test
We test the structure against stress and refinancing scenarios.
- 04Design
We design candidate structures and the associated execution roadmap.
- 05Coordinate
We coordinate stakeholders — lenders, investors, shareholders and counsel — through to execution.
- Aligned capital and strategy
The structure supports the company’s strategy across cost, control and flexibility.
- Tested against stress
The retained structure is tested against realistic downside scenarios before it is executed.
- Ready for the next window
The company enters refinancing or capital-raise windows already prepared to act.
- Financing counterparties
Lenders, private-debt funds and investors set the terms within their regulated capacity.
- Legal
Qualified counsel drafts and negotiates the financing and corporate documentation.
- Tax and accounting
Qualified tax and accounting professionals validate treatment, disclosure and covenant definitions.
- Governance
The board and shareholders retain decision rights on control, dilution and ownership choices.
- Integrated four-discipline view
We keep quantitative, contractual, strategic and execution disciplines in one conversation.
- Independent from the balance sheet
We act purely as adviser, while the identified banks, funds and licensed counterparties provide any lending or issuance; recommendations follow the client’s interest.
- Refinancing-window readiness
The structure is prepared to move quickly when a favourable window opens.
- Businesses preparing a fundraising, LBO or refinancing.
- Groups seeking a coordinated view across senior, mezzanine and equity.
- Shareholders reviewing the cost and flexibility of their capital stack.
- Isolated ratio calculations detached from a strategic decision.
- Reviews aimed at masking underlying credit issues.
- Businesses unable to sustain structured reporting.
- Financing terms, security and covenants are set by the lenders, investors and definitive documentation.
- Legal, tax and accounting execution is performed by the qualified professionals appointed by the client.
- How do you approach the current capital stack?
- We map every layer, covenant and maturity, then articulate strengths, constraints and options before proposing a target structure.
- Who provides the financing?
- Financing is provided by the identified banks, private-debt funds, investors or, where relevant, licensed counterparties acting within their regulated capacity.
- How do you handle dilution and control?
- We articulate ownership scenarios explicitly so the board and shareholders can decide on control and dilution with full visibility.
- How is refinancing timing set?
- Timing combines existing maturities, market windows and the readiness of the company; we prepare the structure so the window can be used when it opens.