Overview

Thompson Hine regularly represents buyers and sellers of businesses in financial distress, as well as creditors of such businesses. Our clients in distressed transactions include public companies, private equity firms, financial institutions, and private businesses. Our multidisciplinary deal teams include lawyers with all the necessary knowledge and experience get to closing.

We also assist in resolving post closing issue including the possible use of transactional insurance such as representations and warranties insurance and tax insurance to minimize risks and enhance returns.

No matter the expertise required, we will plan, budget, staff and manage your matters to provide our services as cost-efficiently as possible while maintaining high quality client service. We are industry leaders in developing and implementing alternative fee arrangements tailored to our cleint's particular needs or transaction at hand. We are experienced with a variety of retainer and fee structures, including blended rates, fixed fees by project or phase, contingencies and success fees. We take pride in delivering outstanding value and exceptional client service on a cost-effective basis.

We are distinguished by having experience in the full range of Distressed M&A transaction structures, which include:

  • Chapter 11 plans of reorganization
  • Asset sales pursuant to 11 USC § 363
  • Receiverships under federal or state law
  • Assignments for the benefit of creditors
  • Second party sales under article 9 of the UCC
  • Consensual recapitalizations or short sales
  • Purchases of debt

Each of these alternatives has a different mix of cost, speed, risk, and certainty. Each is appropriate for the right circumstance. Our job is to understand our client, master the facts, identify the right structure for our client, and properly implement the suggested course of action.

Experience
Cross Disciplinary Team

Distressed M&A requires an experienced deal team and a full range of professionals. Thomson Hine has the lawyers with the necessary skills, including:

  • Antitrust
  • Bankruptcy
  • Business Litigation
  • Commercial Litigation
  • Corporate Governance
  • Environmental
  • Financing
  • Government Contracts
  • International
  • Labor and Employment
  • M&A
  • Product Liability
  • Real Estate
  • Securities
  • Tax

Broad Industry Experience

Different industries present different risks and opportunities. We are experienced in a broad range of industries, including:

  • Automotive
  • Building products
  • Chemicals
  • Consumer products
  • Franchises
  • Health care
  • Logistics and transportation
  • Molding and extrusion
  • Non-ferrous metals
  • Polymers
  • Quick serve and fine dining restaurants
  • Real estate
  • Retail
  • Stamping
  • Steel
  • Technology
We also understand the complexities of distressed transactions:
  • A distressed company’s lenders, landlords, vendors, customers, employees (unionized or not), and other stakeholders are all impacted by its predicament. We have the ability to advise each of these parties with the goal of reaching a positive outcome.
  • A distressed transaction often moves quickly as the distressed company is running out of money.
  • A distressed transaction is an “as is,” “where is” sale in which the seller provides limited representation and warranties.
  • A buyer usually has little recourse against the seller after the transaction closes.
  • Receiverships and assignments for the benefit of creditors are governed by statutes that vary by state, which is why working with attorneys who have experience handling these types of proceedings in various states is crucial.
Distressed M&A Team

Distressed M&A requires an experienced deal team and a full range of professionals. Thompson Hine has the lawyers with the necessary skills, including:

  • Antitrust
  • Bankruptcy
  • Commercial Litigation
  • Corporate Governance
  • Environmental
  • Financing
  • Government Contracts
  • International
  • Labor & Employment
  • M&A
  • Product Liability
  • Real Estate
  • Securities
  • Tax
To Learn More

Our lawyers have the knowledge, resources and experience to obtain the best possible results for our clients in Distressed M&A transactions. For more information, please contact:

Partner Scott Lepene Scott B. Lepene
Partner, Business Restructuring,
Creditors' Rights & Bankruptcy 
Partner David Watson David D. Watson
Partner, Corporate Transactions & Securities