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Distressed M&A

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M&A as a core competence

Distressed M&A is a major focus within the CMS M&A practice group. With around 250 lawyers specialising in M&A in Germany alone, we offer M&A advice that combines strong legal expertise and analytical skills with a wealth of practical insights and industry experience. 

Specialist skills in distressed M&A

It is crucial to act quickly and effectively in crisis situations, where the stakes are high and every second counts. In distressed M&A scenarios, our M&A specialists with transaction-specific restructuring know-how therefore work closely with CMS experts from other practice areas, both nationally and internationally. 

This interdisciplinary approach to distressed M&A advice combines corporate law structuring-related advice with specialist knowledge, particularly in employment, restructuring and insolvency law as well as in the areas of financing and tax. As our client, you benefit from the fact that our teams can not only draw on many years of proven practical expertise in advising buyers and sellers during transactions. They also have extensive experience in advising insolvency administrators on insolvency-related sales – either as restructuring by way of a transfer of assets (asset deal) or on the basis of an insolvency plan.

Accordingly, our distressed M&A experts are aware of the diverse interests and priorities of the parties involved. This allows them to develop and implement innovative and constructive solutions for your distressed M&A project very quickly.

Experienced experts guide you through the distressed M&A transaction

We advise and support you throughout the entire process of a distressed M&A transaction – starting from analysis and planning through all the necessary preparations to the actual negotiations and implementation of all relevant measures. 

Our key areas of expertise in distressed M&A include:

  • Structuring the distressed M&A transaction, taking into account special aspects under (pre-)insolvency law, including with regard to specific assets or NPLs
  • Transaction management
  • Drafting and negotiating non-disclosure agreements 
  • Support in tender proceedings when reviewing a tender and on structuring the process, particularly in self-administration or external insolvency administration
  • Drafting and negotiating letters of intent and term sheets
  • Support prior to and during due diligence, including setting up a data room in accordance with data protection regulations
  • Preparing, revising and negotiating the necessary agreements (asset deal, share deal or insolvency plan)
  • Support in preparing the transaction details for the creditors’ meeting or creditors’ committee
  • Preparation for signing and closing of the distressed M&A transaction
  • Assistance with post-closing activity, including restructuring

Distressed M&A in an international context

As in other areas, you benefit from our extensive global network in a distressed M&A scenario – either ahead of an insolvency or crisis, or while it is actually unfolding. Backed by more than 1,000 lawyers worldwide, CMS advises all stakeholders on major – and often international – M&A transactions. Our Corporate/M&A practice has long held a leading position in the M&A league tables, handling the most M&A transactions in Germany and Europe. 

Do you have any questions about distressed M&A, need specific support or would like to find out more about us without any obligation? Feel free to get in touch at any time.