Special Situations
When the situation is the problem, process is the answer.
Businesses arrive here through covenant pressure, a maturity that cannot be met, a process that collapsed, or a room full of stakeholders who no longer agree. None of it is unusual and none of it is terminal on its own. What decides the outcome is whether the next ninety days are run as a process or as a sequence of reactions. In all of them, time is working against the value.
Capabilities
What a special-situations mandate covers.
Most of this work is done out of court, quietly, and before the situation is public. The court-supervised paths exist and we plan for them, but they are the alternative that gives the negotiation its shape rather than the first destination.
Out-of-court restructuring and liability management
Amendments, waivers, maturity extensions, and exchanges negotiated directly with existing lenders and holders. Consensual outcomes are faster, cheaper, and less damaging to customer and supplier confidence than the alternative, and they stay available for longer than most owners assume, but the menu narrows every quarter the position deteriorates.
Balance-sheet repair
Rebuilding a capital structure the business can actually carry. Coverage, not leverage, is what fails first and what lenders test hardest: a credit that services its interest through a downside case can usually be restructured, and one that cannot is a different conversation. Amortization, covenants, and new money are reset against the operating reality rather than the plan that produced the original terms.
Distressed M&A and going-concern sales
Sales run under time pressure, financing constraint, or creditor supervision, structured to preserve the business as a going concern. Compression changes the buyer universe and the diligence sequence, narrowing the field to acquirers who can move without committed third-party financing. It does not remove the need for either.
Complex and contested processes
Situations with competing classes, disputed valuations, litigation running alongside the transaction, or a bidder whose interests conflict with the process itself. Once a change of control becomes inevitable, a board's obligation is to obtain the best price reasonably available. That makes the record of how each decision was reached part of the deliverable, built while decisions are being made rather than reconstructed afterward for the parties who will review it.
Creditor and stakeholder negotiation
Direct engagement with lenders, holders, sponsors, and minority owners on one negotiating strategy rather than several parallel conversations, with a single quarterback per side so a deal-killer cannot pollinate across communication lines. Standstills, use restrictions, and limits on parties grouping together govern who may talk to whom. They are negotiated early, because in a distressed process every party is reading every other party.
Wind-downs
Where the business cannot be sold or saved, an orderly realization: assets sequenced to preserve value, obligations discharged in the right order, confidentiality and document-return obligations enforced, and the process documented. Run properly it also produces something durable. The counterparty intelligence and private pricing data a failed process generates are usually the most valuable output left.
When to call
The four calls we take most often.
None of these are emergencies on the day they appear. All of them become emergencies if the first conversation waits until they are.
Covenant pressure
A test you will fail next quarter, or one you have already failed and cured with a waiver you will not get again. The position is strongest before the breach, weaker at it, and weakest once a waiver has been extended and the lender is deciding whether to extend another. What moves that position is not optimism but an accurate forecast the lender can check against the last one you gave them.
A maturity wall
A facility maturing inside eighteen months with no committed refinancing and a credit profile that has moved since it was written. Lenders decide early and quietly. Opened a year out, a refinancing is a conversation between two parties who both have options. Opened a quarter out, only one side has any, and the pricing shows it.
A broken process
A sale or a raise that launched and did not close. The immediate risk is not the failure but the signal it sends to the counterparties who watched it. A visibly broken process reads as overvaluation or as a hidden problem, and taxes any relaunch. The second risk is relaunching quickly into the same universe without having fixed what killed it.
Stakeholder deadlock
Owners, lenders, sponsors, or family shareholders who each hold a rational position with no agreed way to choose between them. Deadlock is expensive in a specific way: the business keeps consuming cash while the parties negotiate, so the value being argued over is smaller at every subsequent meeting than it was at the last one.
Momentum
A process rarely dies suddenly.
The nine-phase mandate lifecycle applies to every engagement, including this one; what changes in a stressed process is the pace, not the sequence. Delay does not kill the deal outright. It erodes it. The characteristic late-stage death is the retrade, a buyer or a lender reopening price or terms after exclusivity, citing a finding. It is defended against months earlier, by locking the structural terms while you still hold something the counterparty wants, and by surfacing the finding yourself first. When the threat is to walk away entirely, know this: the material-adverse-change clause counterparties invoke is notoriously hard to establish, so it is more often a negotiating position than a right. What follows is the pattern we watch for, and what we do when we see it.
What a dying process looks like
Response times lengthen and the counterparty's working group quietly gets smaller.
The person who can actually decide stops appearing on the calls.
New requests reopen ground that was settled weeks ago.
Financing or committee support is described as still being worked through.
Terms already agreed reappear as open points in the markup.
The business starts missing the numbers it was marketed on.
What we do about it
Reset to a deadline that is actually enforced rather than extending by default.
Narrow the deal to what can close: move the contested item into a holdback or an earnout instead of losing the whole transaction.
Collapse the communication lines and put principals in the room where a logjam has stalled between advisors.
Re-underwrite against what the business supports now, not what it supported at launch.
Stand down quietly when the honest read is that this counterparty will not close.
The last of those is a real recommendation, not a failure state. A dead process that has been mined for what it taught you is worth more than a live one that burns the remaining universe.
The nine phases in fullExecution
We build the balance sheet to the standard a creditor committee will apply.
Coverage, capacity, and recovery modelled from source records rather than from management summaries, with every figure traceable to the underlying document. It is the same reconstruction a lender's advisors will perform, done first and done in full. When the audience is a workout group, approximate numbers are a concession you cannot afford.
Questions
What owners and boards ask.
Is it too late if we have already breached?
Almost never. A breach is a negotiation, not an ending. Lenders are generally more willing to restructure a credit than to enforce against one, because enforcement is slow, expensive, and usually recovers less than a business that keeps operating.
What a breach changes is the sequence and the leverage. Before one, you are asking for an amendment; after one, you are asking for forbearance, and a lender is entitled to price that. The variables that decide the outcome are whether the business still generates cash at the operating line, whether the projections you last gave the lender have held, and whether the disclosure has been complete. A borrower who brings the problem forward with a plan and an accurate forecast is in a materially different position from one whose lender found it first. The same asymmetry governs diligence: a risk you name and evidence is a discount avoided, and the identical risk found by the other side is a repricing. What genuinely narrows the options is time: each quarter of deterioration removes structures that were available in the quarter before.
Do you work for companies or creditors?
One side per situation, agreed and disclosed before any work begins. Most of our mandates are for the company, its board, or its owners. We take creditor-side and sponsor-side work as well, and we do not take both in the same situation.
This matters more than it sounds. In a restructuring, the information one side holds is the negotiating position of the other, and an advisor ambiguous about whose interest they represent is of no use to either. We name the client in the engagement letter, check the conflict position across the whole situation rather than the immediate parties, and where a conflict exists we say so and decline. Where management participates in a bid, a management buyout out of a distressed process for instance, that conflict is flagged at the outset and process control stays independent of the bidding group.
Can a broken sale process be relaunched?
Yes, but not immediately and not unchanged. A relaunch into the same buyer universe, with the same materials, weeks after a visible failure reads as a distressed sale and gets priced as one.
The work in between is what makes the second attempt different. First, diagnose the actual cause rather than the one that preserves everyone's dignity: most processes die in diligence, when what the buyer verified did not match what the materials claimed, and the honest question is whether the failure was fixable, such as a premature launch or an air pocket in the earnings quality, or structural, meaning the owner was never genuinely willing to sell. Second, fix it: refresh the earnings quality, resolve the concentration or contract issue, or change the structure that created the friction. Third, let the market forget: a cooling period measured in months rather than weeks, longer if the process failed late or the credit market has moved against you. Fourth, rebuild the universe from who actually engaged and why the others passed, rather than re-running the list that already declined. The bids you did receive are private precedent data on your own business, and better evidence of what it is worth than any published comparable.
Will this become public?
Usually not, if it is handled early and out of court. The consensual paths are private arrangements between a borrower and its lenders: amendments, waivers, extensions, exchanges. That is where most of this work is done.
Publicity risk rises with each step toward a court-supervised process and with the number of parties who have to be told, which argues for engaging fewer counterparties, earlier, under confidentiality, rather than approaching the market broadly once the position is acute. It also argues for planning the internal communication sequence for employees, key customers, and critical suppliers before the first external conversation, because the version of the story your staff hear from someone else is the one that does the damage. A quiet stand-down preserves far more optionality than a public collapse. And where a filing does become the right answer, it is a tool with a defined purpose and a planned exit rather than a failure state, and it works considerably better when it has been prepared for than when it has been arrived at.
Transaction credentials available upon request.
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