Distressed M&A

McDonald Hopkins’ attorneys counsel distressed M&A clients on a wide variety of transactions involving complex legal issues and business strategies related to companies that are underperforming or otherwise experiencing stress. McDonald Hopkins has a cross-department team of experienced business restructuring, mergers and acquisitions, finance, capital markets, securities, tax, and labor and employee benefits attorneys dedicated to providing distressed companies, lenders, sponsors, strategic investors, and other clients with creative, practical, and effective legal advice and solutions in connection with the following distressed company transactions and issues:

  • Sale transactions involving financially distressed companies in bankruptcy (through section 363 sales outside of a Chapter 11 plan and through Chapter 11 plans)
  • Sales transactions involving financially distressed companies in state court and federal court receiverships and through assignments for the benefit of creditors
  • Secured party sale transactions under the Uniform Commercial Code
  • Strict and partial foreclosures under Section 9-620 of the Uniform Commercial Code
  • Debt for equity exchanges
  • Sale transactions involving securities and Section 506 offerings, including Regulation D exemptions, under the Securities Act of 1933 
  • Recapitalizations, joint ventures, and mergers, including:
  • Horizontal mergers (business consolidations)
  • Vertical mergers (separate stages for the same product)
  • Triangular mergers (through an acquisition subsidiary)
  • Market extension mergers (expanding market share and industry presence)
  • Judicial and statutory dissolutions/business cancellations
  • Sale transactions involving debt/convertible debentures
  • Venture capital and private equity investments

Additionally, McDonald Hopkins provides full-service counseling to clients, including with respect to due diligence, capital structure assessments, fiduciary duties of directors and officers, bidding processes and strategies, successor liability, employment related obligations, antitrust laws, tax structure, litigation issues, intellectual property transfers and licenses, transition services, and post-closing matters.  

We move quickly and efficiently to understand the business motivations and needs of our clients, and we collaborate with our clients to devise strategies, minimize risk, address challenges, and provide workable solutions. We strive to exceed expectations.

McDonald Hopkins has represented numerous buyers and sellers of distressed businesses and assets. Listed below is a small sample of representative engagements.

Sell Side Matters

  • Forum Health in the sale of its hospital system as a going concern for more than $100 million.
  • Lee Steel in the going concern sale in bankruptcy of a multi-location steel service center.
  • Duke and King Acquisition Corp. in the sale of numerous Burger King franchises through a chapter 11 case.
  • Twin City Hospital in a going concern hospital sale in chapter 11.
  • A logistics company with $100 million of revenue in the sale of its business as an alternative to a bankruptcy filing and a liquidation.
  • A $75 million retailer in the sale of the bulk of its stores to a non-strategic purchaser.
  • A holding company with several subsidiaries in the disposition of two businesses and the raising of new capital.
  • A PCS service provider in the sale of its network and customer lists.

Buy Side Matters

  • A private equity firm in acquisition of multiple distressed loans in various companies suffering in the 2015/2016 oil and gas downturn, with a plan to acquire control of the companies.
  • A private equity group in the acquisition of an auto parts maker out of bankruptcy.
  • A hedge fund in purchasing the debt of a company in distress with a plan to convert debt to ownership.
  • A private equity group in the purchase of a capital goods maker.


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