Practice

Distressed Mergers + Acquisitions

Distressed M&A almost always requires more than one specialist — we have all of them. Whether you’re an agent of a large, complex, syndicated deal, a portfolio lender with a pool of distressed loans, a buyer looking to acquire distressed assets, or a company seeking to survive financial difficulties, we can staff your distressed M&A matter with accomplished attorneys from our finance, bankruptcy, corporate, and litigation teams, which have a history of working together to deliver high-end legal services efficiently to our clients.

Our team regularly represents debtors as sellers and lenders, lien holders, and other interested parties as bidders and buyers in Section 363 sales of assets.

We counsel clients in all aspects of Section 363 transactions, including negotiation and drafting of complex asset-purchase agreements and attendant stalking-horse bidder protections, advising sellers and bidders with respect to conducting or participating in auctions, and representing sellers and buyers at bankruptcy court hearings to approve bid protections and asset sales.

Advised a U.K.-based online fashion retailer acting as a stalking-horse purchaser in connection with the acquisition of a U.S.-based retailer through a Chapter 11 bankruptcy sale process.
Represented a large mortgage originator and servicer as debtor-in-possession in numerous 363 sales of its assets, including bulk 363 sales of real estate-owned (REO) properties, loans, and mortgage-backed securities totaling more than $250 million.
Represented a unionized logistics company as debtor-in-possession in a complex but successful sale of substantially all of its assets for more than $100 million to a competitor (and successful bidder) at a hotly contested auction.
Represented the stalking-horse bidder and acquirer of five hydropower plants in upstate New York accomplished by the acquisition of the Chapter 11 debtor’s 100 percent membership interest in an affiliated debtor that was the owner of the hydropower plants.
Represented a bidder for an unfinished power plant owned by a major energy company in Chapter 11 proceedings in which the bidder was awarded a multimillion-dollar bidding incentive fee for increasing its bid by a specified amount despite not being the successful bidder.
Represented the buyer of the bank stock of an operating community bank from a bank holding company in its Chapter 11 case.
Representing a secured lender in Chapter 11 proceedings of the borrower, advising on section 363 sale issues.
Represented a retail chain in the 363 sale of substantially all of its assets for more than $80 million.
Represented a private equity firm in providing debtor-in-possession financing for and closing of an asset purchase from an oil field equipment supplier as part of a stalking-horse bid in connection with the company’s Chapter 11 bankruptcy filing.
Prosecuting a pending appeal in the U.S. Court of Appeals for the Seventh Circuit based on a judgment that a client’s first priority secured lien is superior to the state of Illinois tax claim in section 363 sale proceeds.

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Troutman Pepper Locke Represents Avem Partners in Acquisition of FMI Aerostructures

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