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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Wednesday, April 2, 2025

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE course will provide guidance on how best to acquire a distressed company from every possible point of entry, whether that consists of buying existing or newly issued stock, merging with the target, buying assets, or buying existing debt in the hope that it converts into ownership.

Faculty

Matthew R. Brooks
Partner
Troutman Pepper Locke LLP

Mr. Brooks represents companies in connection with restructurings and liability management opportunities, developing and implementing compliance programs, and defending insolvency-related litigation. He advises private equity and other strategic buyers through due diligence to closing, including acquisitions in the distressed space. Mr. Brooks also helps lenders evaluate and enforce their remedies. His multidisciplinary practice has involved matters across a range of industries, including cryptocurrency, energy, health care, real estate, construction, financial services, aviation, hospitality, transportation, and media. Mr. Brooks is the former Chair of the Bankruptcy Section of the Georgia State Bar Association and a frequent author and speaker on insolvency-related issues. 

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Ted Powers
Partner
Jones Day

Mr. Powers represents private equity and other sponsors, acquirers, targets, and financial advisors in multibillion dollar global mergers and acquisitions, divestitures, equity and debt investments, and joint ventures. He also advises management and boards of directors on strategic and governance matters. Mr. Powers’ practice spans multiple industries, including technology, life sciences, energy, financial services, and industrials. He has an increased focus on energy transition matters, including the role of hydrogen and carbon capture and storage.

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Description

Distressed companies can represent attractive acquisition targets. Their stock and debt often trade at prices reflecting the difficulties they face, and they may be under pressure to sell assets or securities quickly to raise capital or pay down debt. However, there are unique considerations when strategic and private equity investors consider deploying capital in distressed businesses and counsel must understand the risks and benefits of bankruptcy M&A options.

Out-of-court transactions lack the imprimatur of a federal court and are subject to challenge, uncertainty, future litigation, and objections by governmental entities. A transaction executed under the U.S. Bankruptcy Code can bind governmental entities and non-consenting parties and limit challenges by dissatisfied creditors. Therefore, complex businesses experiencing distress often require a bankruptcy solution to effectuate a helpful M&A transaction.

Hybrid approaches such as "prepackaged" and "pre-negotiated" bankruptcy reorganization plans are common for troubled companies with sufficient lead time to wrangle an out-of-court compromise before the cash runs out. Alternatively, a sale under Section 363 of the Bankruptcy Code can provide for an expedited transaction, albeit with fewer protections. Creditors or outside investors can, in the most complex transactions requiring the greatest certainty, use a reorganization plan to reorganize, sell, merge, liquidate, split, or otherwise modify a business--even a foreign business.

Listen as our authoritative panel discusses the options available to private equity and strategic investors looking to acquire distressed companies, assets, and debt--both before and after a bankruptcy filing.

Outline

  1. Critical considerations in acquiring distressed assets outside of bankruptcy
    1. What is being acquired: company, particular assets?
    2. Ability to obtain the agreement of existing creditors and shareholders
    3. Feasibility of pre-packaged bankruptcy
  2. Acquisitions post-bankruptcy
    1. 363 sales
    2. Acquisitions under Chapter 11 reorganization plan

Benefits

The panel will review these and other key issues:

  • What are the advantages and disadvantages of trying to acquire distressed assets or companies before a bankruptcy filing?
  • What are the key provisions to include in a pre-packaged reorganization plan?
  • When might a 363 sale be an appropriate method for acquiring assets? What are the pitfalls for the acquiror?
  • How is an acquisition structured and approved in a Chapter 11 setting?