Recapitalization Financing Case Study

CBT Nuggets

The Business

CBT Nuggets ("CBT") provides a variety of training videos, primarily focused on IT topics. CBT's comprehensive library contains thousands of training videos that are delivered through high-quality online streaming video. Subscribers can train 24 hours a day, seven days a week, from the convenience of their computer or mobile device.
"Main Street provided liquidity to achieve my estate planning goals, while allowing me to retain operational control and the right to regain majority equity ownership. They have been true to their word since our initial discussion, have provided valuable insight and resources, and have been the ideal partner for me and CBT Nuggets." Dan Charbonneau CEO & Owner, CBT Nuggets

The Transaction

CBT’s sole owner sought a partner who could provide partial liquidity to achieve his diversification and estate planning goals, while still allowing him to maintain operational control of the company. Most importantly, CBT’s owner wanted a partner who could also offer him the right to buy back majority equity ownership. CBT was introduced to Main Street through an intermediary who had a historical relationship with Main Street and knew we could offer the flexibility CBT’s owner was seeking.

Main Street quickly determined that CBT represented a great opportunity and that the transaction was an ideal fit. Main Street’s transaction helped the owner achieve his liquidity goals and provided him with the right to buy back majority equity ownership. Throughout the partnership with CBT, Main Street has provided strategic insight and support and has worked to provide new opportunities to add value. CBT has fully repaid the debt required to complete the transaction, CBT’s owner is back in a majority equity ownership position, and CBT and Main Street expect to be long-term partners.

The Results

Before Main Street Partnership

  • Owner sought partial liquidity without giving up control of the company or daily operations
  • Owner was sole decision maker with limited management assistance and no outside resources to discuss strategic and significant operational matters
  • Sole owner wanted a partner with long-term/permanent holding period and wanted eventual control of equity
  • Company had significant growth opportunities, but limited management to pursue them

After Main Street Partnership

  • Owner achieves desired liquidity to diversify assets and complete estate planning while retaining control
  • Owner continues to operate CBT day-to-day, while Main Street provides insight and assistance when requested
  • Owner exercises right to buy back majority equity ownership three years after the original transaction
  • Company significantly diversifies and improves its management team and experiences substantial growth

Transaction Summary

Company

  • Strong owner/manager
  • Attractive business model due to recurring revenues and free cash flow generating capabilities
  • Diversified customer base
  • Significant growth opportunities

Transaction Type

  • Recapitalization financing
  • Owner estate planning/liquidity
  • One-stop financing

Investment Structure

  • Senior secured debt with warrants
  • ~65% equity ownership (common equity and warrants)