Distressed M&A Investing: Exercising Acquisition Opportunities In and Out of Chapter 11 Bankruptcy

Recording of a 90-minute premium CLE webinar with Q&A

Conducted on Tuesday, March 31, 2020

Recorded event now available

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Program Materials

This CLE webinar will provide guidance on how best to acquire a distressed company from various points of entry, whether that consists of buying existing or newly issued stock, merging with the target, buying assets, or buying existing debt in the hope that it converts into ownership.


Distressed companies can represent attractive acquisition targets. Their stock and their debt often trade at prices reflecting the difficulties they face and they may be under pressure to sell assets or securities to raise capital or pay down debt. When markets show increased signs of volatility and the number of distressed assets rises, traditional and strategic investors should consider how to put their capital to use in the distressed space and work with counsel to assess and solve for the associated risks.

Out-of-court transactions tend to be less costly and time-consuming than in-court transactions, but they often require shareholder approval or creditor consensus. By contrast, a transaction executed under the U.S. Bankruptcy Code can bind non-consenting parties. Therefore, firms experiencing acute distress may need court solutions.

Hybrid approaches such as "prepackaged" and "pre-negotiated" bankruptcy reorganization plans may be appropriate for troubled companies with sufficient lead time to engage in out-of-court negotiations before acute distress. Section 363 of the Bankruptcy Code authorizes asset sales in bankruptcy on an expedited basis. Another option is for creditors or outside investors to acquire a bankrupt company, or its assets, through implementation of a plan of reorganization.

Listen as our authoritative panel discusses the options available to private equity and other opportunistic investors looking to acquire distressed companies, assets, and debt--both before and after a bankruptcy filing.



  1. Critical considerations in acquiring distressed assets outside of bankruptcy
    1. What is being acquired: company, particular assets?
    2. Ability to obtain the agreement of existing creditors and shareholders
    3. Feasibility of pre-packaged bankruptcy
  2. Acquisitions post-bankruptcy
    1. 363 sales
    2. Acquisition under Chapter 11 reorganization plan


The panel will review these and other key issues:

  • What are the advantages and disadvantages of trying to acquire distressed assets or companies before a bankruptcy filing?
  • What are the key provisions to include in a pre-packaged reorganization plan?
  • When might a Section 363 sale be an appropriate method for acquiring assets out of a bankruptcy? What are the pitfalls for the acquiror?
  • How is an acquisition structured and approved in a Chapter 11 setting?


Benn, Michael
Michael S. Benn

Wachtell Lipton Rosen & Katz

Mr. Benn represents borrowers with respect to all types of financing for mergers and acquisitions, spin-offs and other...  |  Read More

Crowley, Leo
Leo T. Crowley

Pillsbury Winthrop Shaw Pittman

Mr. Crowley, leader of the firm’s Insolvency & Restructuring practice, is known as an accomplished counselor...  |  Read More

Powers, Ted
Ted Powers

Special Counsel
Pillsbury Winthrop Shaw Pittman

Mr. Powers has a broad practice that covers private equity and venture capital transactions, mergers and acquisitions...  |  Read More

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