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During diligence, an acquirer discovered their target was on the brink of bankruptcy. Instead of walking away, they negotiated with the target's bank to purchase all its debt. This made them the secured creditor, allowing them to take ownership of the company through a controlled Chapter 11 bankruptcy process.
When Thrasio, the firm that bought his company for $25M, went bankrupt, the founder used his supplier relationship as leverage to negotiate a buyback for just $2M—less than one-tenth of the sale price.
In a near-death scenario, Ladder successfully negotiated with major creditors by convincing them of the real possibility of getting zero. This little-discussed survival tactic was key to cleaning up their balance sheet, demonstrating that even large institutions will negotiate when faced with a total loss.
The founder's personal relationship with his Chinese supplier proved to be a key strategic asset. The supplier's refusal to work with the new owner gave the founder crucial leverage to buy his company back cheaply post-bankruptcy.
When pursuing a distressed company, understand the investors' intrinsic motivations. They often prioritize avoiding a public failure and protecting their reputation with LPs over recouping sunk capital. Frame the deal as a success story for them, not a fire sale.
Apollo's early success came from an unconventional private equity model: gaining control of companies like Samsonite not via traditional buyouts, but by acquiring their distressed debt during bankruptcy and leading the restructuring.
When considering debt, the most critical due diligence is not on deal terms but on the lender's character. Investigate how they have treated portfolio companies during challenging times. Partnering with a lender who will "blow you up" at the first sign of trouble is a catastrophic risk.
When a bank forced Clayton Motors into bankruptcy and seized its assets, Jim Clayton formed a new corporation. This new, legally distinct entity then bid at the bank's auction, buying back its own inventory at bargain prices and relaunching the business almost immediately.
When a company enters Chapter 11 bankruptcy, common stockholders are the last to be compensated, meaning their shares will likely become worthless. Investors should view this filing not as a potential turnaround but as a clear and final indicator to sell their position immediately to avoid a total loss.
Jeff Aronson reframes "distressed-for-control" as a private equity strategy, not a credit one. While a traditional LBO uses leverage to acquire a company, a distressed-for-control transaction achieves the same end—ownership—by deleveraging the company through a debt-to-equity conversion. The mechanism differs, but the outcome is identical.
New Mountain uses its PE team as a central analytical engine. If they lose a bid to acquire a company they've vetted, they leverage that deep knowledge to confidently provide debt to the winner, securing a safer position in a high-quality asset.