Opportunities in Distressed M&A Contents Key Contacts

Opportunities in Distressed M&A and the What sets Nick Bryans M&A Partner, London Distressed M&A Covid-19 environment Baker McKenzie apart? Contact Page 2 Page 3 Page 4

Kathy Honeywood What does a distressed M&A Due diligence and Structuring the M&A Partner, London sales process look like? valuation issues transaction Contact Page 6 Page 8 Page 9

Bevis Metcalfe R&I Partner, London Warranty protection, Anti-embarassment Regulatory issues in Contact and W&I insurance provisions distressed M&A Page 10 Page 12 Page 13

Priyanka Usmani R&I Senior Associate, London Contact Foreign Investment Review Evaluation Our global reach Page 14 Page 15

Homepage 01 Opportunities in Distressed M&A Opportunities in Distressed M&A

The Covid-19 pandemic is likely to give rise to a wave of distressed companies looking for buyers or investors; with depressed valuations and significant pockets of cash available to investors, there are likely to be many M&A opportunities that might be classed as “distressed M&A”. This article considers the opportunities for investors with a degree of appetite for risk, the issues investors in a Covid-19 recovery environment might face, and how the sophisticated buyer might address some of them.

Even before the coronavirus pandemic Even companies that have been able to companies, and there are already signs sent shockwaves through global draw on bank, government or shareholder that they are starting to become active. Beyond COVID-19: economies, warnings had been sounding support in recent weeks will need to re- A Roadmap to Stability that the ten year bull run would come to assess their position and many are likely This article considers the opportunities an end, and a long-awaited slowdown to come under considerable pressure in for investors prepared to engage would occur, with a number of sectors the coming months - particularly those in distressed M&A in the Covid-19 Our Resilience, Recovery & then already showing signs of stress. with already high levels of debt or those recovery phase and beyond and the Renewal model can help your Any doubts about a deep recession can operating in industry sectors likely to issues they might face, as well as how business navigate the full now be cast aside as share prices have continue to feel the effects of the slump the sophisticated buyer might address continuum of the COVID-19 been tumbling and businesses making in demand for the foreseeable future. some of the risks of transacting in this pandemic. drastic cuts and reorganising. Whilst The impact of government stimulus environment. many companies have acted quickly to packages ceasing is also a major issue. Click here for more information preserve cash and to ensure they have This sets the scene for financial investors liquidity for the foreseeable future, there and sovereign wealth funds, as well remains a high level of uncertainty as to as stronger trade buyers, to enter the speed at which recovery may happen. the market and acquire distressed

Return to homepage 02 Opportunities in Distressed M&A Distressed M&A and the Covid-19 environment

What do we mean by distressed M&A? Distressed M&A in a Covid-19 environment

Distressed M&A differs considerably Whilst share prices have rebounded restructure and to preserve cash, we are We will also likely see the stronger trade from non-distressed or “traditional” somewhat following the initial crash, not yet at the tipping point at which we buyers emerging - those companies M&A as we are referring to the there is still significant volatility as will see a sudden rise in distressed M&A with strong market positions or acquisition of assets, shares or markets react to the steady flow of situations but that is expected to change. balance sheets seeking to capitalise on businesses where the seller or indeed news and government responses to When that tipping point is reached will suppressed share prices of competitors the company itself being acquired is the crisis and this, together with the vary across different sectors. or competitors facing financial distress in financial distress: at one end of the uncertainty as to corporate earnings, not just in the most challenged sectors, spectrum, the company concerned means that there remains a gap The conditions are also potentially such as retail, transport, energy, may have some breathing space or be between valuation expectations of different to the aftermath of the global construction, hospitality and leisure in early discussions with its lenders buyers and sellers but also extreme financial crisis because swift government but also potentially in technology and based on its view of its own cash needs difficulty in making robust and action on a global scale has meant that the healthcare, as well as Fintech. The oil & going forward; towards the other end, defensible valuations. banking system is still (largely) intact and gas industry was already suffering as the company could be in negotiations is expected to remain so. Further, private a result of the reduced oil price, over- concerning a restructuring process or in The pressure on boards to file for equity, hedge funds and other investors, supply and a Russian/OPEC dispute, a formal insolvency proceeding. bankruptcy has been reduced somewhat including sovereign wealth funds, have and many companies in the sector, and by changes in legislation - the UK, record levels of dry powder that can be the companies servicing them, were Germany or Australia, for example, where deployed into buying or investing into already saddled with significant debt temporary relief from the requirement distressed assets, including through private with a mounting challenge as to how to file for insolvency to avoid personal investments into public equities (PIPE’s). to refinance it. There will also be other liability for wrongful or insolvent trading sectors that will be subject to stress has been granted allowing time for - “non-core” infrastructure assets, for stakeholders to triage the situation outside Read more about private investments into example, may have exposure to the of formal insolvency proceedings. With public equities (PIPE’s) in our recent article effects of the pandemic. In short, there the actions many companies have been “PIPEs Unblocked, Finally?” will be very few sectors that are immune taking to shore up their balance sheets, to We will also likely see the stronger trade to the crisis.

Return to homepage 03 Opportunities in Distressed M&A What sets Baker McKenzie apart?

Our geographic footprint The scale and complexity of our deals

• We have over 6,000 • This means that we have a Hitachi’s USD 11 billion acquisition GSK’s transformational joint lawyers across 78 offices in presence where you do, and of ABB. 1000 Baker McKenzie venture with Pfizer’s Consumer 46 countries, making us the allows us to seamlessly operate lawyers were deployed across 100 Healthcare business, with largest law firm in the world. across timezones, cultures countries. combined sales of approximately and languages together. USD 12.7 billion • Winner: M&A Team of the Year (Large Deals) - British Advising the non-debtor Legal Awards 2019 Our combined strength of M&A and R&I experts international affiliates of • Highly commended: Westinghouse, as co-counsel, Managing complexity and in connection with the chapter Our M&A and R&I experts regularly work alongside one another to execute scale category 11 cases of Westinghouse distressed M&A transactions. They draw upon the know-how of our • FT Innovative Lawyers Europe Electric Corporation LLC and its internationally recognised antitrust, tax, intellectual property, real estate Awards 2019. subsidiaries. and employment lawyers to provide a complete service to our clients. Takata Corporation in the • Winner: Private Equity in the highly contested and Acquisition & Turnaround of Ranked in 62 different M&A categories in the 2019 Chambers Global guide extraordinarily complex chapter 11 the Year, Annual Turnaround — 17 more than the second ranked firm. cases of TK Holdings Inc., et al. Atlas A • Winner: Cross Border “ They have a big international network and when I come across Turnaround of the Year, Annual cross-border issues they are always the first one I go to.” Turnaround Atlas Awards 2019. Chambers Global 2020: Restructuring & Insolvency (Client)

Return to homepage 04 Opportunities in Distressed M&A “A distressed M&A process tends to be an imperfect one - characterised by a compressed timetable, limited information available to a buyer and invariably more limited contractual protection for buyers. As such buyers need to be well prepared, with experienced advisers, and they must be ready to act (and react) quickly.”

Return to homepage 05 Opportunities in Distressed M&A What does a distressed M&A sales process look like?

The type of sale process will be damaged and the company will start company into a formal insolvency. They more concerned about obtaining enough determined by the level of stress a to spiral towards insolvency. This can will commonly enter into a standstill to repay the debt owed to it and may be company finds itself under and, in start to happen once news of the sale agreement with the company - buying more risk averse. particular, whether the transaction is process or of the company’s financial precious time to preserve the business conducted under a formal insolvency situation becomes more widely known - and goodwill of the company and Any sale process will generally involve process or not. A company that is a particular problem for listed companies hold off insolvency, but speed is of an auction process but due to the not subject to the imminent threat that must keep the market updated with the essence. Any sales process for a time constraints that often apply, the of insolvency may have sufficient developments affecting the company. company in this position is likely to be marketing of the assets may be more breathing space to run a “traditional” lender-led - particularly so where the limited than in conventional M&A. auction process for relevant assets or In distressed sales, the price will not company has various classes of financial put itself up for sale. always be enough to repay all of the creditors with different types of debt. These sale processes are typically company’s debt in full. Whilst a lender The dynamics of such a sale become characterised by a number of tactics, This may also be the best time for will usually be able to accelerate a loan more complex, in part because lenders such as credit-bidding - where a secured traditional buyers to enter the fray where the company concerned is in may not have the same incentives to lender is permitted to bid for and - while the business’ key employees, breach of the covenants in the facility maximise the price at which assets are purchase its collateral using the debtor’s customers and suppliers remain in place agreement, experience from the global sold as the seller’s directors or indeed an outstanding debt as payment, or the and supportive, for example; this is financial crisis suggests that creditors insolvency practitioner (if one has been introduction of a “stalking horse” bidder, critical because as the breathing space will often achieve a better return if they appointed), who will usually be under a a common feature of US bankruptcy runs out, the business and its reputation support an orderly restructuring of the duty to obtain the best price it can for sales, where a party is invited into the may start to become permanently company’s debts than if they push the the assets. A lender, by contrast, will be process - often secured with a break fee

Return to homepage 06 Opportunities in Distressed M&A and with early access to information - in A number of investors use this “loan- a court-approved auction under section to-own” strategy to gain control of There is an increasing volume 363 of the US Bankruptcy Code. The the company, because owning the “ stalking horse then makes a bid for the debt and being one of a distressed of dry powder available for assets, which when made public, sets the company’s stakeholders with whom minimum price for the bankruptcy court- the company’s directors will be working deployment in loan-to-own approved “363 sale” that follows. Both closely gives them access to information of these can be powerful tools in the and influence which together confer situations and that trend will hands of financial investors - providing a significant tactical advantage in them with significant leverage but negotiations to acquire the assets. There continue - An investor need not equally can be attractive to a seller who is an increasing volume of dry powder has the certainty of a bid at a fixed or available for deployment in loan-to-own quantifiable price. situations and that trend will continue. simply look at acquiring the

An investor need not simply look at shares of a distressed company. acquiring the shares of a distressed company. Where value breaks in the Even Where value breaks in the debt, another option may be to purchase the debt, which will often trade at a debt, another option may be significant discount to its face value. to purchase the debt, which will often trade at a significant discount to its face value. “

Return to homepage 07 Opportunities in Distressed M&A Due diligence and valuation issues

One of the characteristics of a The Covid-19 recovery period will likely material contracts have been identified, in a distressed M&A sale, because of distressed M&A transaction for only add to the challenges the distressed that it knows which employees may be the uncertainty over the consideration buyers is the “as is, where is” nature buyer will face as opportunities for site transferred automatically by operation that may be paid, and the consequent of the transaction. There is often visits and access to physical documents of law (e.g. TUPE in the UK or equivalent delays, if there is any dispute between little time for full due diligence and/ and people will remain limited. It may in Europe) and that the risk that pensions the parties, and fixed price consideration or limited access to or availability of be that in the case of the more light liabilities or successor liabilities under is the norm. However, where it is difficult due diligence materials. It is rare for touch administrations, where some of environmental law could transfer or to evaluate the quantum or likelihood there to be any vendor due diligence, the key management of the distressed attach to the assets being acquired have of a risk arising buyers may consider meaning that buyers do not get a businesses have been retained, buyers been assessed. Certain issues such as placing a sum into escrow to be used as head-start on the diligence process will have greater access to management. supply chain integrity, which has been security should the risk crystallise - with and will likely incur increased costs highlighted as a result of the pandemic, the payment being released to the seller as they must diligence the target The areas of focus for buyer due diligence will now also play a larger part in any (or former creditors) if the risk does not assets themselves. Coupled with a should not differ to any material extent diligence process. crystallise within an agreed timeframe. tight timetable, this means buyers from a traditional M&A process: for and their advisers must focus their example, a buyer will want to ensure However, pricing and allocating the For the reasons set out below, warranty attention on the critical issues and that assets are being acquired free of any risks that are identified in due diligence protection is unlikely to be on offer unless more material risks. encumbrances, that change of control may require creativity: completion a W&I insurance policy is purchased. consents or retention of title clauses in accounts are rarely attractive to sellers

Return to homepage 08 Opportunities in Distressed M&A Structuring the transaction

Typically, a buyer will want to not be attractive to leave behind all of structure an acquisition as an asset the liabilities of the business. Tax tends Buyers may wish to acquire sale because it can pick and choose the not to be a primary driver however in “ assets that it wishes to acquire and distressed sales because either the price the assets from an insolvency can leave behind liabilities, including being paid for the assets does not give unknown or contingent liabilities. rise to a chargeable gain or because losses practitioner or through a A “hive-down” or “carve-out” of the may be available to shield any gain. assets into a newco, and the purchase formal insolvency process of the shares in the newco, may also Both buyers and sellers will need to be attractive to the buyer. be mindful of insolvency laws when in order to eliminate the looking at structuring. Common to the These structures also remove some insolvency regimes in most countries of the due diligence burden from the is the risk that a transaction can be risk of a transaction being buyer as its focus can be on the assets unwound and assets “clawed back” if and rights it wants to acquire, their they are transferred at an undervalue challenged by creditors after free transferability and the absence of (or are a fraudulent conveyance in the liens or other encumbrances over them. US parlance) in the period preceding a the transaction has taken The tension between buyers and sellers company becoming insolvent or entering is clear because selling the shares in a into a formal insolvency process. place should the seller become company is usually faster to achieve, Directors of a distressed company the documentation commensurately will be concerned about this as they insolvent or enter into an simpler and the tax treatment usually could face personal liability. Buyers more favourable to the seller, whereas may wish to acquire the assets from insolvency process. in an asset sale - particularly so in a an insolvency practitioner or through complicated carve-out - the seller must a formal insolvency process in order “ identify each and every asset and may to eliminate the risk of a transaction need to seek consents to assign or being challenged by creditors after the transfer those assets. Similarly, it may transaction has taken place should the

Return to homepage 09 Opportunities in Distressed M&A seller become insolvent or enter into an pack, this involves the administrator insolvency process. complying with Statement of Insolvency Similar processes exist in other Practice 16 which places obligations on “ Pre-packaged administrations (or the administrator to make disclosures countries, such as the “section “pre-packs”) are an often used way to to creditors, including of the reasons mitigate claw-back risk as they involve for the pre-pack and the steps taken to 363 sale” process used in the the transaction being negotiated arrive at the purchase price. with the insolvency practitioner, who US. Bear in mind however, that is waiting in the wings pending a Finally, when it comes to structuring, formal appointment, and who then in any sale process a seller will usually involving courts or insolvency signs the sale agreement immediately be seeking maximum deal certainty, upon or shortly after being formally and this is particularly the case in appointed. In addition to mitigating a distressed situation as a looming practitioners carries with it claw-back risk, this process carries the insolvency is a catalyst to a swift additional benefit of speed and usually process with no or limited scope for additional issues. the preservation of the business as a a buyer to back out once a deal has “ going concern. Similar processes exist been signed. This will apply to many in other countries, such as the “section aspects of the deal documentation 363 sale” process used in the US. Bear in - from eliminating MAC termination mind however, that involving courts or rights to limiting the scope of “gap insolvency practitioners carries with it covenants” and no or limited repetition additional issues. A transaction is likely of warranties (if indeed any are given). to need to satisfy a new participant Ensuring that the business has access in the transactions - namely the court to funding throughout any pre-closing or insolvency practitioner - that the period will also be essential and buyers transaction is lawful and/or consistent may also be called upon to provide that with their duties. In the case of a pre- interim funding.

Return to homepage 10 Opportunities in Distressed M&A Warranty protection and W&I insurance

Another feature of distressed M&A and a deeper understanding of the process. However, a new feature of the acquired and so affording buyers an transactions is that buyers do business. Where the sale or restructuring W&I market is the fully “synthetic” policy, opportunity to carry out due diligence not typically get warranties from provides for management incentivisation, where the insured interacts directly will be necessary in auction process if it is sellers; moreover, if the company management may even be prepared to with the insurer and no warranties are anticipated that they may seek insurance. is in a formal insolvency process, give warranties in such a situation (but given by the seller or administrator. administrators do not give warranties. subject to appropriate limitations on Instead, a package of warranties are The W&I insurance market is demand Even where warranties can be liability) although this is probably the agreed between the buyer and the driven, however, and we expect to see obtained, there is often going to be exception rather than the rule. insurer - which can be very attractive to competition drive down pricing and an doubt about whether the seller will be the sellers or to an administrator as it increase in product offerings and terms able to stand behind the warranties if Warranty and indemnity (W&I) insurance becomes the buyer’s issue and need not tailored to what the market is demanding. a claim arises. policies have become very common in involve them. However, these policies So, for example, whereas blanket Covid-19 M&A transactions but underwriters have come at a price - they are typically more exclusions were common at the beginning Interaction with management - provided typically not been prepared to offer expensive than a traditional W&I policy. of the pandemic, insurers are started to they retain the confidence of existing coverage at all, or certainly not extensive The other limitation is that the insurers be more pragmatic and entertain more stakeholders - can assist buyers in getting coverage, where there has not been a will nonetheless expect there to be due bespoke exclusions. more meaningful due diligence materials customary due diligence and disclosure diligence undertaken on the assets being

Return to homepage 11 Opportunities in Distressed M&A Anti-embarassment provisions

It is common for sellers to include an administrator in which the business has be greater in the Covid-19 recovery phase risk, there might be scope for a lower “anti-embarrassment” clause in the only been subject to a relatively limited where there could be limited visibility up-front price and an enhanced anti- sale documentation: a requirement marketing exercise or where the business on when demand may return, and as to embarrassment payment or a longer that the buyer makes an additional or assets have been acquired following a what the “new normal” will look like. time period during which the clause payment for the sale assets if certain restructuring and where certain creditors An anti-embarrassment clause will also applies. An obvious alternative may trigger events occur - usually the sale have been forced to accept less than the give the seller some of the upside that be a debt-for-equity swap, and this of the assets or a substantial part face value of their debt. a buyer might otherwise have if it were could be particularly attractive where of them within a period after the to flip the business within a short time there may be greater confidence in the distressed sale, typically between Whilst it is generally the case that a after the original sale. The intention is recoverability of the company’s business. one and three years after closing of business is likely to be sold at something not, however, to stop the buyer from the sale. of a discount to the “market value” to benefiting from turning around the reflect the distressed nature of the sale acquired business but with some of They are particularly common where and the lack of contractual protection a the difficulties referred to above with there has been a pre-pack sale by an buyer might receive, this discount may settling on valuation and of pricing

Return to homepage 12 Opportunities in Distressed M&A Regulatory issues in distressed M&A

Foreign investment screening Antitrust

Acquiring assets, or even assuming on them to adopt or strenuously enforce In the context of distressed M&A filings, i.e. it is a requirement that the control or ownership by enforcing their foreign investment screening and with the likelihood of sector deal cannot close unless the requisite security upon default, may well be a mechanisms to protect sensitive assets consolidation as stronger players buy approval is given or the applicable triggering event for foreign investment from foreign takeover during the crisis. weaker players or weaker players waiting period has expired (so called regulatory authorities where the new Whilst many cross-border transactions look to survive through mergers, “standstill obligations”). owner is ultimately foreign owned. will still have a high likelihood of being competition law will also be a key approved, those in a number of sectors consideration for many deals. This is the case under the EU merger Prior to Covid-19, there was a clear path - and not just those where national control rules but not the UK where, the towards “de-globalisation” with rising security may be at issue - may encounter In cases of extreme financial distress, the requirement to notify the transaction is national protectionism and calls for greater scrutiny and face a prolonged viability of the distressed business may voluntary. The European Commission can, stronger screening of foreign investment approval process. not allow for a lengthy antitrust review for example, grant a derogation from throughout the world. The increasing process and a number of countries have the standstill obligations (but not the scrutiny from CIFIUS and FIRB in the US Baker McKenzie has a range of tools to a “failing firm” concept in their merger requirement for approval) where such and Australia respectively were already assist buyers and investors assess the control rules, allowing for the parties, for obligations would endanger the viability getting attention before Covid-19 global regulatory landscape, including its example, to seek a derogation or waiver of one of the parties and the transaction but the coronavirus pandemic has Foreign Investment Review Evaluation or from the requirement to wait for merger would not lead to irreversible harm to prompted the governments in a number “FIRE” platform. control clearance before the transaction competition. Whilst they relatively rare, of countries to take an even more closes. Whether or not a derogation situations where it may be possible to stringent approach - notably in Europe is necessary will depend upon the obtain a derogation include where the and Canada. For example, in March 2020, jurisdictions involved and whether the target is in acute financial distress. the European Commission published rules in the relevant jurisdiction impose guidelines to EU Member States calling mandatory or “suspensory” merger

Return to homepage 13 Opportunities in Distressed M&A A regulatory strategy

Taking the time to understand the rules and political sensitivities in each country, and then to identify a clear Foreign Investment Review Evaluation Tool regulatory strategy, with appropriate messaging and communication with Baker McKenzie has a range of tools to assist buyers and investors assess the relevant governmental authorities and regulators from early on in the the global regulatory landscape, including its Foreign Investment Review M&A process is advisable as a means Evaluation “FIRE” tool. to assess the viability of options that might be available to a buyer and the likely timescales for decisions. This will FIRE is a Baker McKenzie analysis platform which answers 49 detailed be particularly important in the Covid-19 recovery phase. Early consideration of questions on foreign investment review regimes in 20 jurisdictions with the likely remedies that might be offered more countries being added soon including India, China, Russia and Korea. up in advance to secure clearances and approvals is also recommended. It is updated in real time, provides depth and legal certainty, and to our knowledge is the only product of its kind on the market. Click here to read more.

Return to homepage 14 Opportunities in Distressed M&A Our global reach Title of Booklet 2

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Return to homepage 15 Opportunities in Distressed M&A Leading and closing three deals a day

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