Preventative measures

mainly in mid-cap cases, but also sometimes in large-cap or small-cap cases – which may involve:

1. assisting with diagnosing issues and making recommendations accordingly (in conjunction with the usual financial and advisory services),
2. putting together a team dedicated to restructuring the company (adapted according to the budget and internal resources),
3. assisting with the choice and implementation of measures to anticipate and deal with issues,
4. in the event of a requirement for an ad hoc representative or Conciliation procedure, we assist the management team at every stage:
   • recommending and requesting the ad hoc representative(s) or conciliator(s), make contact and discussing the delimitation of the assignment,
   • procedures and appointments with the courts (president, department of preventative measures),
   • working meetings with the appointed ad hoc representative(s) or conciliator(s) and definition of the overall strategy and timetable,
   • in conjunction with the ad hoc representative(s) or conciliator(s), referral to the CCSF, public bodies (CIRI, DIRE, CRP, etc.),
   • monitoring and discussing the management BP (Business Plan), the strategic plan and the IBR (Independent Business Review), with feedback meetings,
   • helping to draw up a restructuring plan in cooperation with the ad hoc representative(s) or conciliator(s) and the shareholders,
   • determining the financial, operational and legal terms of the agreement (new money, waterfall, refinancing, reorganisation, etc.),
   • negotiating and drawing up a term sheet with the financial creditors to produce a bespoke restructuring plan tailored to the company’s capabilities and the BP,
   • taking appropriate legal action (summary proceedings, litigation related to the company’s issues),
   • setting up an M&A or pre-pack divestment process, in conjunction with an investment bank,
   • monitoring employee information,
   • drafting and negotiating the terms of the conciliation agreement,
   • drafting and negotiating financial and corporate documentation (where necessary in conjunction with the company’s usual advisers, banks, and financial investors),
   • filing an application for the acknowledgment or approval of the conciliation agreement and preparing for and attending, hearings,
   • assisting with appeals,
   • monitoring the implementation of the conciliation agreement, in conjunction with the enforcement representative.

this may involve in particular:

1. raising awareness of the challenges faced by partner companies and the advantages of negotiations as part of pre-insolvency proceedings,
2. assisting during discussions/meetings with the ad hoc representative(s) or conciliator(s),
3. negotiating the debtor’s proposals bilaterally or in a plenary meeting,
4. assistance in drawing up counter-proposals or alternative restructuring plans,
5. assistance in securing commitments (use of security trusts (fiducie), new money privileges, liens, etc.),
6. implementing a concerted strategy with other parties involved in the ad hoc mandate or conciliation,
7. assisting with a defence in the event of summary proceedings and the choice of appropriate actions to preserve contractual rights,
8. assisting with the drafting of the agreement,
9. preparing for and attending, the probate hearing,
10. any appeals that may be lodged.

which may involve:

• identifying opportunities,
• participating in the M&A or pre-pack divestment process,
• drafting a letter of intent and negotiating exclusivity where appropriate,
• exchanges/meetings with the ad hoc representative(s) or conciliator(s),
• drafting and negotiating the offer with the debtor, creditors and their advisers,
• determining the financial, operational and legal terms of the investment or takeover project (new money, waterfall, refinancing, reorganisation, etc.),
• drafting and negotiating financial, corporate and divestment documentation,
• preparing for and attending, the approval hearing,
• in the case of a pre-pack, preparing and presenting the investment or sale offer as part of the subsequent insolvency proceedings.