Business leaders managing a special situation
    Services · Special situations

    Special situations — selling a company and finding investors under pressure

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    • Initial conversation free of charge, without obligation and strictly confidential
    • Speed over perfection — robust options within days, not months
    • Clear separation of roles: we replace neither restructuring advisers nor lawyers
    • More than 15 years of transaction experience in the DACH region

    Not every crisis is the end. An earnings slump, the loss of a major customer, expiring financing or a shareholder conflict put a company under pressure — but they do not make it worthless. What counts in this position is speed and an honest account.

    In special situations an M&A process runs differently than in the normal case: shorter deadlines, more parties involved, a different buyer circle. Whoever starts too late does not lose negotiating room but options.

    What defines a special situation

    Liquidity

    The hardest constraint: it determines how much time the process has at all. Every step of the schedule is derived from the liquidity forecast — not the other way round.

    Earnings and planning

    A slump is negotiable; a plan that nobody can substantiate is not. Buyers in special situations price the problem and check whether the way out is plausible.

    Financing

    Expiring credit lines, a covenant breach, a hesitant principal bank: financing questions run alongside the transaction and have to be answered with the banks, not against them.

    Shareholders and management

    Conflict, illness, the sudden loss of the owner — operationally these have the same effect as an economic crisis, and they can be resolved just as well by a structured process.

    The process under time pressure

    An accelerated process is not a shortened normal process. It changes the sequence: options first, documents second, approach in parallel.

    Assessment within days

    Which options exist, how long the liquidity lasts, what can be substantiated. Everything else follows from these three answers.

    The story that can be substantiated

    No glossing over: buyers in special situations expect problems and distrust accounts that contain none. What convinces is a sober explanation of how the situation arose and why it ends with the transaction.

    Parallel rather than serial approach

    Several prospects are approached at the same time, because there is no time for renegotiation rounds. Competition replaces the lengthy negotiation.

    A review with a clear focus

    Due diligence concentrates on a few points: liquidity, liabilities, contracts, liability risks. Everything else is priced in rather than examined.

    Closing

    Signing and closing take place in a single step wherever possible; purchase price components such as vendor loans and earn-outs are the rule here, not the exception.

    Who buys in special situations

    Strategic buyers

    Access to customers, staff, sites, technology — they pay for what they cannot build quickly themselves, and they can decide fastest because they know the industry.

    Specialised investors

    Geared to restructuring, they decide quickly and in return demand discounts and clear structures. For stable business models with a liquidity problem they are often the right addressee.

    Competitors

    The most delicate case, because the information itself has value: staged disclosure and robust confidentiality agreements are mandatory here, and access to sensitive data comes last.

    Management

    A management buy-out is often the fastest solution in special situations, because the buying side already knows the company and the review is correspondingly short.

    Asset deal, share deal and the limits

    In special situations the parties more often discuss an asset deal — the acquisition of individual assets and contracts — than a share deal, the acquisition of the shares. The reason is simple: the buyer does not want to take on legacy liabilities.

    Two things determine the schedule. On a transfer of a business, the employment relationships pass to the acquirer by operation of law — in Germany under § 613a BGB, in Austria under the AVRAG. And consent requirements in customer, lease and financing contracts determine how fast a transfer can actually be executed.

    One clear note on the separation of roles: the restructuring concept, insolvency law and liability questions belong with restructuring advisers, tax advisers and lawyers. We run the transaction process and work together with them. We do not provide legal advice.

    How we work

    Options first, then the process

    Before anything is approached, we establish which courses of action exist at all — sale, investor, financing — and how much time remains for each. Only then is a process structured.

    One point of contact for all parties

    Banks, shareholders, advisers, prospects: in special situations coordination is the actual service. We bundle the communication so that no party acts against the timetable of the others.

    Discretion

    Customers, suppliers and employees must not learn from the market that a process is under way — a loss of confidence accelerates the crisis. That is why we work with staged disclosure and anonymised profiles.

    When a sale is not the answer

    Sometimes the solution is capital rather than a sale: see corporate financing and raising equity. And if the position is stable, the regular route is the better one: selling your company.

    Frequently Asked Questions

    When is it too late to sell?
    As long as liquidity covers the process and the business keeps running, options exist. Their number shrinks with every week, however — whoever waits until the last credit line is exhausted no longer sells but lets others liquidate.
    Do I lose the entire value in a special situation?
    No. What is valued is what the buyer can carry forward: customers, staff, technology, market access. Discounts on the purchase price are common — but the value is rarely zero as long as the business can be continued as a going concern.
    Do I have to disclose the situation?
    Yes. Buyers in special situations expect problems and price them in. Concealed risks surface during due diligence and end the process — or lead to liability after closing.
    Will customers and employees find out?
    Not through us. We work with staged disclosure, robust confidentiality agreements and approach prospects only through anonymised short profiles. Only shortly before closing does a prospect learn the company name.
    Does this replace restructuring advice?
    No. We run the transaction or investor process and work together with your restructuring, tax and legal advisers. The restructuring concept, insolvency law and liability questions remain the task of those advisers.
    How fast can such a process run?
    Considerably faster than a regular sale, because the buyer circle and the scope of the review are framed more narrowly. The timeline is determined by liquidity, not by preference — which is why the first question is always how much time remains at all.

    If your company is under pressure, the initial conversation clarifies free of charge and in confidence which options are realistic — and how much time remains for them.

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