Distressed M&A Advisory: Accelerated Sale, Recapitalization, and Special Situations
Distressed M&A Advisory: Accelerated Sale, Recapitalization, and Special Situations
We act as arranger. We do not buy assets and we do not lend our own capital. Our job is to run a tight, time-bound process that preserves going concern value when liquidity is short and creditors are circling. Expect blunt feedback, strict data controls, and a buyer list that actually closes. Below you will find scope, deliverables, economics, and the playbook we use when time is your enemy.
Typical outcomes: accelerated going concern sale, pre-packaged plan with sale, balance sheet recap, or targeted asset carve-out.
1) Mandate Scope and Deliverables
| Item | What You Get | Timing |
|---|---|---|
| Rapid Triage | 13-week cash view, liquidity runway, critical vendor map, debt and lien stack, sale feasibility | 48 to 96 hours from data drop |
| Data Room and Clean File | Locked data room, red flag list, normalized EBITDA bridge, NWC peg, debt-like items schedule | 3 to 7 days |
| Buyer Universe and Outreach | Targeted list across strategics, special sits funds, credit funds, family offices, select operators | Outreach inside 3 to 5 days after go-live |
| Process Control | Tight NDA, staged diligence, Q and A funnel, management access, weekly bid status | Continuous |
| Offer Management | Comparable bid grid, stalking horse selection if needed, markup control with counsel | Bid deadlines at 10 to 21 day intervals |
| Signing and Close Support | SPA support, bring-down checklist, CP tracker, creditor comms, closing funds flow | 1 to 3 weeks after winner selection, subject to approvals |
2) Processes We Run
- Out-of-court accelerated sale: confidential process to a small buyer pool with short diligence windows and clean SPA terms.
- 363-style auction or equivalent: stalking horse, bid protections, court-supervised timetable where jurisdiction permits.
- Pre-pack sale with plan: buyer locked before filing with creditor support letters to protect going concern value.
- Carve-out or partial sale: sell profitable units, ring-fence liabilities, stabilize core operations.
- Recapitalization: new money plus debt amendments, possibly DIP or bridge, paired with minority sale or warrants.
3) Buyer Universe We Activate
- Strategic acquirers with adjacent products or routes to market.
- Special situations and distressed private equity with operating teams.
- Credit funds willing to own through credit bid or loan-to-own plans.
- Family offices with sector know-how and quick IC cadence.
- Operator-led groups for small company takeovers where speed matters.
4) Valuation and Deal Economics
- Reference frames: going concern multiple, break-up value, liquidation downside, lender recovery math.
- Adjustments: normalized EBITDA, debt-like items, off-balance sheet exposures, quality of earnings sensitivities.
- Working capital: peg set on trailing seasonality with clear true-up rules to prevent leakage.
- Bid structure: cash at close preferred, limited earn-outs, escrow sized to risks surfaced in diligence.
5) Documents We Need Fast
| Document | Purpose | Notes |
|---|---|---|
| Last 24 months monthly P and L and balance sheet | Run-rate, volatility, margin drivers | Segment and product if available |
| 13-week cash flow with receipts and disbursements detail | Liquidity runway and pinch points | Daily or weekly buckets |
| Customer and supplier top lists | Concentration, churn, dependency risk | Terms and exposure per counterparty |
| Debt, leases, liens, and litigation register | Claim waterfall and deal blockers | Copies of agreements and filings |
| Fixed asset list and IP summary | Tangible and intangible value anchors | Encumbrances flagged |
6) Fee Model
- Engagement fee: USD 15,000 to USD 45,000 payable at mandate signing. Covers triage, cash view, data room, materials, outreach, and bid management.
- Success fee: Modified Lehman formula or fixed tier by enterprise value. Typical modified Lehman: 5% of first USD 1m, 4% of second, 3% of third, 2% of fourth, 1% above USD 5m. Minimum success fee USD 150,000.
- Expenses: Third party costs at actuals. Legal fees are for the client and any court process if used.
7) Timeline and Milestones
- Week 0: mandate signed, engagement fee paid, data drop received.
- Week 1: triage deck, 13-week cash, data room live, teaser and NDA out.
- Week 2: first round bids due. Shortlist created.
- Week 3: management meetings, focused diligence, draft SPA and schedules issued.
- Week 4: binding bids due. Winner selected. If needed, stalking horse signed.
- Week 5 to 6: confirmatory diligence, consents, signing, close scheduling and funds flow.
8) Role Clarity and Conflicts
- We represent one side only. No dual mandates.
- We coordinate with company counsel and restructuring counsel. We are not legal counsel.
- We keep creditors informed to the extent required to avoid value destruction.
Start an Accelerated Sale
If you have less than 12 weeks of liquidity and want a real outcome, we can prepare, launch, and manage a competitive process now.
Request a ProposalThis page is informational. Any engagement is subject to a signed mandate letter. Timelines depend on document readiness, creditor dynamics, and regulatory or court requirements. Where court processes apply, we coordinate with counsel and follow the applicable rules in that jurisdiction.
Get Started With Us
Submit Your Deal & Receive a Proposal Within 1-3 Working Days
Submit your deal using our secure intake form, and receive a quote within 1-3 business days. Existing clients can connect with their relationship manager through our secure web portal.
All submissions are
promptly reviewed, and all communications are conducted through the intake form or the client portal for a seamless and secure process.
Thank you for considering working with us. A nominal fee of US$500 is required upon completion of each form. This fee covers the time and effort we invest in reviewing your submission and crafting a thorough proposal. We receive numerous inquiries and prioritize those that carry this fee, ensuring serious applicants receive prompt attention.
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