Special Situations M&A
Providing accelerated M&A and non-core corporate carve-out solutions to clients facing challenging, complex or business critical issues where specialist situational expertise and experience is key to delivering the optimal outcome.
We provide a full suite of sell-side and buy-side services for a range of clients including corporates, investors and lenders. Our reputation is cemented by a track record of delivering successful outcomes for clients facing complex and business critical situations. We are a senior-led, full-service team of situational M&A specialists who leverage broader technical expertise as required.
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Accelerated M&A (“AMA”)
Sale process with a truncated timetable to deliver a transaction or benchmark value (typically 4 to 12 weeks).
See how we helped Arcadia, Oak Furnitureland and Goals in the case studies below.
Stressed Acquisition Support
Advising on the acquisition of stressed or distressed businesses, where a sale may be delivered through an insolvency mechanism.
Accelerated Funding Solutions
Raising flexible capital in a truncated timetable where the solution is most suited to special situation funders.
Sale Process Monitoring
Providing oversight and an independent view for lenders or regulators on the robustness of an M&A process conducted by another advisor.
Strategic Options Review & Exit Planning
Identifying and assessing the funding and exit options for stressed, distressed or non-core businesses.
Non-Standard M&A
Sale process involving specific challenges and constraints to value realisation or the managed exit of non-performing subsidiaries (typically 3+ months).
Our dedicated Special Situations M&A team has advised on c.170 transactions since its inception in 2008 and has a track record of maximising value across a range of sectors and deal sizes. The team has a reputation for delivering both sell-side and buy-side transactions in complex situations and through alternative structures and delivery mechanisms including solvent processes, pre-pack sales and sales of businesses through administration.
The team has continued delivering transactions in complex situations and through alternative structures and delivery mechanisms, advising on c. 40 transactions since 2018.
When to Reach Out
Changes in strategic or operational direction
- A material adverse change to the business (e.g. loss of a key contract) or sector in which it operates (e.g. a change in regulations) which raises concerns over its future viability.
- The financial performance or strategic focus of a group is negatively impacted by one or more loss making subsidiaries.
- A decision has been made to dispose of non-core portfolio companies.
"Plan B" preparation
- A corporate or financial investor has identified a distressed acquisition target and requires advice in navigating the process and transaction challenges.
- A significantly over-leveraged company requires a solvent or insolvent restructuring mechanism to deliver a sale.
Transaction support
- Growing uncertainty that a consensual financial restructuring can be delivered in the time available.
- Recent attempts to refinance a company’s debt or raise new funding have failed.
Liquidity issues
- A short-term cash flow issue has been identified that requires a funding solution or sale to be delivered in an accelerated timeframe.
- The board of a company that is trading in or close to the zone of insolvency is considering whether a sale of the business would maximise recoveries to creditors.
Case Studies
Arcadia
Sale of group which delivered premium outcomes on a high-profile retail administration situation.
- Accelerated M&A advisory to a large and complex UK retailer comprised of a number of iconic fashion brands.
- Executed the sale of all brands to strategic buyers via three separate transactions within an accelerated timeline.
- Process tactics accommodated significant interest, while creating competitive tension between lead buyers which drove enhanced value outcomes.
- Total M&A realisations significantly ahead of expectations.
Oak
Achieved a going concern sale which maximised recoveries for creditors.
- UK’s largest retailer of solid hardwood furniture, with 105 stores across the UK and 1 store in the US, in addition to online platforms serving the UK, Ireland and the US.
- A cross service-line team leveraging capabilities from Special Situations M&A, core Restructuring Services and Real Estate worked hand in glove to secure the optimal outcome.
- A going concern sale was achieved which secured over 1,400 jobs, 78 nationwide stores and maximised recoveries for creditors during the first national Covid-19 lockdown.
Goals
Sale of a listed business which secured significant value despite an accelerated timetable and other challenging situational dynamics.
- Listed operator of small sided football clubs across the UK and the US.
- Developed bespoke sale narrative isolating the factors attributable to the distress and highlighting the strong operational performance
- Ensured the process adhered to the requirements of the PLC environment.
- Maintained bidder engagement, despite uncertainty created following media leaks.
Domino’s
Successful international disposal of a non-core, underperforming business unit for a UK PLC.
- UK listed operator and largest Franchisee of Domino’s Pizza outside the USA, with operations in Norway, Iceland, Sweden and Switzerland.
- Leveraged the international network to access a wide range of potential investors and to provide real-time market analysis.
- Developed innovative reverse ratchet mechanism to account for the losses in the business and secured a successful exit from the Norwegian operations in the face of poor trading conditions and increased losses.
Endeavour
Non-standard M&A process which generated a successful exit for a “Lender owned” corporate.
- Independent North Sea oil and gas company which was owned by a group of US lenders.
- Delivered a successful exit following a failed investment bank led process.
- Enhanced value by negotiating an exit from multiple non-performing joint venture assets.
- Executed via a complex delivery mechanism involving a share receivership and wind down of legacy entities.
Singha
Successfully advised overseas PLC on acquisition of UK restaurant business out of administration.
- Approached by Singha Corporation, a Thai brewery, to assist them in buying the Oriental Restaurant Group out of administration.
- This was a specific carve-out from a larger pub business and was Singha’s first UK acquisition and its first acquisition of a distressed business.
- Ultimately, we were able to get Singha comfortable with the deal structure, the lack of warranties, the assignment of leases and dealing with the administrators and completed the transaction within three weeks.
