Can I sell part of my business and keep running it?

Short answer: Yes. Selling 50 to 80 percent to a private equity firm while retaining a stake is called a recapitalization or partial exit. You take significant cash off the table now and keep equity upside for a second exit in 3 to 7 years. Many owners find the second check larger than the first.

How a partial sale works in practice

A private equity recapitalization works like this: a PE firm acquires a controlling stake (typically 60 to 80 percent) in your business, pays you cash at closing for that portion, and you roll the remaining equity into the new holding company. The PE firm then brings capital, operational expertise, and acquisition capacity to accelerate growth. After a hold period of 3 to 7 years, the firm runs a second sale process, and you sell your retained stake in that second transaction.

Example: A business valued at $40M. The PE firm acquires 70 percent for $28M at closing. The owner retains 30 percent, worth $12M on paper. Three years later, with PE-backed growth, the business sells for $75M. The owner's 30 percent (before management incentive plans and fee allocations) is worth $22.5M. Total liquidity: $28M plus $22.5M = $50.5M versus a single-exit $40M.

What you give up in a partial exit

Which owners are best suited for a partial exit

The structure works well when the owner wants liquidity without fully exiting, believes the business has significant remaining upside, is willing and able to continue as CEO or in a senior operating role, and can operate effectively inside a PE-backed governance structure. It is less appropriate if the owner wants full operational independence, is planning to retire immediately after the transaction, or has personal financial needs that require 100 percent of sale proceeds at closing.

Other partial-exit structures

Beyond a PE recap, partial exits can take other forms:

See the full article on earnouts and rollover equity for how retained equity and seller-side deal structures affect total economics at closing and beyond.

Weighing a full exit against a recap structure? The right answer depends heavily on your personal financial position, timeline, and how much you still want to be involved. Talk it through.

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