Special Situations

Our team can assist in identifying, negotiating, structuring and executing the best possible solutions for its clients outside of bankruptcy court.

Out-of Court Restructuring*
Time is a significant variable in order to give operating management and the board of directors the highest number of viable alternatives to restructure the enterprise or recapitalize the balance sheet. A perspective transaction may include a recapitalization with a different kind of lender, or a “story” M&A process that leads to fresh capital or a change in control.

In Court Restructuring*
Sometimes companies operating near or in the “zone of insolvency” run out of time and may be forced to turn to a voluntary filing under Chapter 11 of the US Bankruptcy Code. At that moment, the company becomes the debtor-in-possession, (DIP) and a number of stakeholders gain official standing to search for alternatives before a federal judge in an elaborate process. If successful, a corporate recovery may find the “highest and best” alternative to maximize the recovery to senior lenders, unsecured creditors, and other stakeholders in ways that can preserve the enterprise, jobs, customer relationships, vendor relationships.

Sale Under 363 of the Bankruptcy Code*
A sale under §363 has become the generally preferred method to sell operating assets as a going concern — free and clear of liens and encumbrances. MayerMeinberg has access to professionals who have over over twenty-five §363 auctions selling literally hundreds of corporate entities and who are skilled at identifying a stalking horse bidder, negotiating the benchmark Asset Purchase Agreement, and arranging the terms and conditions of a stalking horse bid for approval by the bankruptcy court. Once engaged and approved by the court, a vigorous auction process takes place to market-test the stalking horse in order to determine the highest and best alternative. The results of the process are then reported back to the bankruptcy judge, and we will assist the debtors and prevailing party achieve a “good faith” finding on the sale of assets. It is a complicated process, and officers and directors should find seasoned professionals to help them achieve success.

Bank Waiver Amendments*
We can help companies in that special situation negotiate a fair, reasonable, and workable market resolution of the senior lender agreement either through amendments or a more formal forbearance agreement. The ability to seamlessly combine financial advisory, interim management and capital market skills works to help companies avoid bankruptcy.

Valuation & Testimony*
Our access to enterprise valuation experts can assist officers and directors evaluate a range of alternatives as the business edges toward the “zone of insolvency”. In the event the enterprise ends up in the bankruptcy court, we can provide the support necessary to have expert testimony in over seven US jurisdictions, including Delaware and the Southern District of New York.

DIP & Exit Financing*
Understanding the cash requirements to get through a corporate recovery is critical; we can provide you with the support to prepare the benchmarking 13-week cash flow. Often the debtor needs additional cash to proceed through an effective bankruptcy process, and having the skills to negotiate with existing lenders in essential. Further, in the event existing lenders are uncooperative, we can assist in facilitating relationships with financial parties on your behalf who will propose alternative DIP financings. Then, when the debtor is prepared to exit the bankruptcy process, sources of capital can be found to allow the enterprise to emerge from bankruptcy and complete its corporate recovery.

*As an independent member of the BDO Seidman Alliance, Mayer CPA has access to the resources of BDO Capital Advisors, LLC, for this service.