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Distressed Acquisitions and Investing

Overview

Varnum attorneys have national experience in middle and lower-middle market merger, acquisition and sale transactions involving troubled companies and their assets. 

Within our historically strong merger, acquisition and sale (M&A) practice, we routinely represent and advise clients on M&A transactions with values exceeding $100 million and occasionally exceeding $500 million.

A significant percentage of our M&A transactions have involved troubled companies and financially distressed or discounted assets, both in and out of bankruptcy, and a core group of our M&A attorneys have developed significant skill and experience related to distressed M&A deals. This experience includes a substantial number of transactions both representing financial and strategic buyers in acquisitions, and representing troubled companies and owners of financially distressed or discounted assets in an effort to restructure and rehabilitate distressed businesses or liquidate assets.

We have handled all aspects of distressed M&A transactions, including structuring, negotiating and implementing bankruptcy, tax, creditors' rights, securities, antitrust and financing components of these transactions.

While Varnum has the experience and capacity to handle transactions of all sizes, we are especially well situated to add value in deals with transaction values of $500 million or less. We have found that many clients feel that mega-firms do not provide the same level of service when dealing with transactions of this size. Because these transactions are Varnum’s focus, you can expect to be represented by knowledgeable attorneys. You will receive unparalleled attention and client service when utilizing Varnum. As an added bonus, our fees are often significantly lower than our competitors, and this is especially attractive for transactions of this size.

Experience

Experience

  • Representation of an automotive supplier in emerging from bankruptcy through an investment by a number of private equity funds ($125 million) and a subsequent preferred stock rights offering ($30 million) and refinancing ($200 million senior debt and $60 million junior debt).
  • Representation of a financially-distressed automotive and consumer product components manufacturer in the sale of assets to a strategic buyer ($11 million).
  • Representation of “stalking horse” strategic buyer in acquisition of distressed assets of automotive supplier from bankruptcy in §363 sale vis-à-vis secured lender’s partial assignment of credit-bid rights ($30 million).
  • Representation of strategic buyer in acquisition of distressed assets of automotive supplier prior to chapter 7 liquidation ($20 million).
  • Represented buyer in out-of-court acquisition of financially-distressed produce broker and apple packer ($20 million).
  • Liquidation of complex farming operation through series of Section 363 sales in Chapter 11 bankruptcy ($100 million).
  • Representation of a financially-distressed automotive product components manufacturer in the sale of assets to a strategic buyer ($15 million).
  • Representation of industry buyer on acquisition of assets of multiple distressed environmental remediation/services company group, including negotiating discounted buy-out of senior debt to defeat IRS claims and obtaining necessary waivers and emergency approvals from union organizations ($5 million).
  • Representation of industry buyer on acquisition of assets of distressed staffing company, including renegotiating key leases and customer contracts on emergency accelerated basis to maintain governmental approvals ($3 million).
  • Represented the Seller of a distressed Loan Portfolio of approximately 25 commercial loans ($3 million).
  • Represented environmental services company in the acquisition of eight municipal solid waste contracts and a transfer station operating agreement in bankruptcy ($2 million).

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