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M&A & Special Situations

Turnaround & Restructuring

Working with boards, shareholders and lenders when a funding roadmap breaks.

Overview

Stabilise, recapitalise, reposition

When a funding roadmap breaks, we work with boards, shareholders and lenders to stabilise liquidity, recapitalise the business, or reposition it for a different kind of capital or ownership structure.

Capital-intensive companies can hit a wall when a round fails or a project slips, even when the technology is sound. Acting early, with a clear view of the options and the time available, is what preserves value and keeps the most routes open.

When We Are Engaged

When time and options are running short

A round has failed

A fundraise has failed and the runway is short.

Shareholders are deadlocked

The shareholder group cannot agree on the way forward.

A covenant has been called

A lender has called a covenant and terms need to be renegotiated.

The board needs a view

The board needs an independent view of whether the plan is fundable.

How We Work

A mandate typically involves

  1. Cash and runway

    Short-term cash flow visibility, runway analysis and an options assessment under time pressure.

  2. Bridge financing

    Arranging bridge financing from existing shareholders, new investors or lenders.

  3. Recapitalisation

    New money structures, conversion and down-round mechanics, and shareholder negotiations.

  4. Lenders and creditors

    Lender and creditor negotiations, standstills, amendments and refinancing.

  5. Accelerated M&A

    Accelerated M&A and asset sales where a solvent recapitalisation is not available.

  6. Alongside the board

    Working with the board, insolvency counsel and restructuring professionals as required.

Who We Work With

Aligning every stakeholder around a solution

Boards & management

Giving directors a clear view of the options, the time available and the trade-offs.

Shareholders

Existing and new investors deciding whether, and on what terms, to put in new money.

Lenders & creditors

Banks, debt funds and other creditors whose support the plan depends on.

Counsel & specialists

Insolvency counsel and restructuring professionals, where the situation requires them.

Questions

Frequently asked questions

How do directors' responsibilities change when solvency is in question?

As insolvency becomes more likely, directors need to give increasing weight to creditors' interests. Well-reasoned forecasts, a documented decision process and early legal advice all matter. We work alongside the company's legal counsel on these questions and do not give legal advice ourselves.

Is a bridge or a down round the better option?

A bridge makes sense when there is a credible path to milestones that will support a better valuation; it fails when it only delays facing a broken plan. A down round resets the valuation, but brings anti-dilution and preference questions that need to be modelled before terms are agreed.

How do preferences and anti-dilution affect a recapitalisation?

They determine who receives what in each scenario. Stacked preferences and anti-dilution can leave little for ordinary shareholders and management, so modelling the waterfall early is essential to find terms that both existing and new investors will support.

When does pay-to-play make sense?

When new money is needed and the burden should fall on the investors willing to support the company. Requiring existing investors to fund pro rata or lose preferred rights can realign the shareholder base, but it needs a careful process and is usually a last resort.

What does a lender need to agree to a standstill?

Transparency, a credible plan and regular reporting. A standstill buys time for a solution, so lenders want confidence that the time will be used well and that their position will not deteriorate.

How is value preserved in an accelerated sale?

Through a tight, targeted process aimed at credible buyers, controlled information flow and a realistic fallback, so that the process does not signal a forced sale.

How do we keep customers, suppliers and staff confident?

By identifying the relationships the business cannot afford to lose, agreeing one consistent message and managing cash visibly, so that critical partners see a company taking control of its situation.

Often combined with

Get In Touch

Facing a funding gap or a difficult conversation with lenders?

Speak to the team, in confidence, about your options.

Reach out to us