Distressed M&A: Corporate Transactions in Special Situations
Especially in crisis or special situations, corporate transactions pose unique challenges: high time pressure, complexity, and limited transparency are common features of distressed M&A scenarios, requiring a high degree of professionalism, expertise, and process reliability.
We advise and support companies, shareholders, insolvency practitioners, creditor representatives, and other stakeholders such as banks and financiers in successfully executing distressed M&A processes – on both the seller’s and buyer’s sides. In this role, we act not only as classical M&A advisors but also as overall project managers of interdisciplinary teams, often working in conjunction with our colleagues in audit, tax, and legal consulting.
Furthermore, we assist companies in extracting and selling businesses or parts of companies (underperforming assets / carve-outs) in special or crisis situations. This is often done to “cut off” loss-making segments or to generate the necessary liquidity for corporate financing.
Our extensive M&A experience is combined with financial and performance-related expertise from restructuring and turnaround situations, resulting in a tailor-made and integrated approach. We are committed to conducting professional M&A processes, whether through structured bidding processes (auctions) or bilateral negotiations.
In insolvency proceedings, we design transaction processes in the traditional form of “transfer restructuring” as an asset deal, as well as in insolvency plan solutions in the form of a share deal. To maximize outcomes for creditors, we may also adopt a dual-track process.
Leveraging our worldwide RSM network, we ensure access to international investors and groups of interested parties.
Critical success factors in distressed M&A include:
- An ambitious and challenging timeline amidst crisis-related parameters such as liquidity, customer or supplier relationships, and difficult market conditions
- Reduced transparency or reliability in the company’s short- and medium-term forecasts and planning
- Liability risks for managing directors, for example regarding delayed insolvency filings or liabilities arising from (privately secured) guarantees
- An interdisciplinary understanding of business, legal, and tax issues in increasingly complex corporate crises
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