Deal Terms
Recapitalization Table
A revised cap table showing how ownership changes after a restructuring event like a down round, cram down, or debt conversion.
A recapitalization table (recap table) illustrates the changes in company ownership resulting from a restructuring event. Unlike a standard cap table that shows current ownership, a recap table compares pre- and post-restructuring ownership to show how each stakeholder is affected. Common triggering events include down rounds with anti-dilution adjustments, pay-to-play provisions, debt-to-equity conversions, and full capital structure overhauls.
In Practice
The recap table showed devastating dilution: founders went from 30% to 8%, Series A investors from 25% to 5% (pay-to-play conversion), while the new Series C investors who led the recapitalization went from 0% to 55%. The option pool was also reset from 10% to 20% to retain the team.
Why It Matters
Recap tables are essential tools for understanding the real economic impact of restructuring events. Without one, stakeholders may not fully grasp how much their ownership has changed until it's too late to negotiate.
VC Beast Take
Every founder should insist on seeing a complete recap table before agreeing to any recapitalization. The raw numbers — not percentages, not implied valuations — tell the true story of who wins and who loses in a restructuring.
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