Case Studies*

♞ The Construction Company Gets Restructured 

It’s July 2021 and a director/owner of a modular construction company calls us.  The company is in trouble with two issues – it’s taken on an overly complex project which has taken too long and cost too much to complete and it has also been affected more generally by the difficulties in the industry caused by the pandemic.   It’s running out of cash, but it has identified an investor which is prepared to inject liquidity, but who has reservations about the process.  We advise the director on his duties, and potential liabilities, stressing the dos and don’ts of companies in stressed circumstances.  We then discuss the solution - the need for a sale process conducted outside of an insolvency with a subsequent filing for administration - a so-called pre-pack process.  We identify a sensible administrator in waiting, and, despite the initial reservations of the investor who is worried about the taint of insolvency, the sale proceeds, and the business, and its employees are transferred to a new investor with a deep pocket.

♞ The Contractor and His Personal Guarantee

A liquidator calls us – a company director/owner is in trouble following the collapse of his construction contracting business.  He faces the loss of his house as the bank has claimed on an indemnity basis under a personal guarantee.  The bank is alleging gross negligence.  We step in quickly review the evidence, marshal the arguments and successfully negotiate with the bank’s counsel to eliminate the indemnity claim and agree on a payment plan of the guarantee over 10 years.

♞ The Broker – The accelerated M & A

Post-Christmas 2022 a former colleague calls with a plea for us to advise a founder, director and owner of a brokerage house.  The pandemic has affected trading volumes and some key staff have moved to rivals; the company may face insolvency unless new money is injected.  We respond rapidly discuss the issues faced by a director in his position and counsel the owner through a difficult sales process conducted on a solvent basis.

♞ The Fund and Family Office Provide a Loan to an Oil Company

A long-standing hedge fund client calls as it wants to lend money to an oil company that is undertaking a £1bn refinancing. The fund joins together with a family office to provide a large slice of the refinancing. The fund provides a backstop in case of the failure of an equity raise and the family office provides a large portion of a so-called reserve base lending facility.  We advise both on the backstop loan and the senior reserve base lending facility to achieve first draw down. 

♞ The Manufacturing Business – The Distressed M & M Process

A special situations fund calls us – they have identified a target investment.  The target is a UK-based manufacturing business that has been hit by the pandemic and is running out of money.  We assemble a debt and equity team to do a crash M & A process and negotiate with the target’s bank. After a short due diligence process, a difficult but successful negotiation with the bank to agree on a haircut the fund takes over the business and injects further cash to allow it to thrive.

♞ The Renewable Business

We are called by the general counsel of one of the UK’s largest renewables businesses in respect of an asset that has underperformed.  The board needs to make a tricky decision regarding the payment of a dividend following the receipt of cash pursuant to litigation.  We advise them on the board’s duty and on the various issues which arise. The dividend is paid and the decision is documented.

♞ Shareholder Dispute Gets Resolved

Two founders of a manufacturing business get in touch.  They are ready to sell their business but there is a problem – a previous shareholder is disgruntled and has a big claim into the company which would make a sale problematic.  We review the case, advise the founders on a sensible offer, and document a compromise. A year later the founders sell the business free of any claim. 

♞ Fund Requires Emergency Review of Corporate Credits

It’s March 2020, credit markets are in meltdown and a hedge fund senses investment opportunities in a number of high yield bond and senior debt investments which have fallen in price as a result of the covid pandemic. The fund calls for a ‘fatal flaw’ review of a select number of companies. We review the capital structure of a number of companies and the investor takes its investment decisions following the completion of a report on the targets

♞ Fund seeks help in relation to an african solar business

A Swiss fund calls. A solar business in Africa it has lent to is in trouble. We assist the fund to faciliate the takeover of the business outside of an insolvency business by a large multinational. The business survives and thrives.