Overview

Thompson Hine regularly represents buyers and sellers of businesses in financial distress, as well as creditors to such businesses. Our clients in distressed transactions have included public companies, private equity firms, financial institutions, and private businesses. Our deal teams include lawyers with all the necessary knowledge and experience – in addition to M&A and restructuring lawyers, our multidisciplinary teams encompass all the legal professionals required to successfully get to closing.

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
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

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 the distressed company’s 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