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Financial restructuring
The wider turnaround a sale can be the centrepiece of, or an alternative to.
Financial restructuringDistressed
M&A
Going-concern value is fragile and time-sensitive: a working business with its customers, contracts and people intact is worth far more than the same assets sold piecemeal after it has stopped trading. Distressed M&A captures that value (selling the viable business before or during insolvency) before an uncontrolled collapse wastes it. The judgements are timing and director duty: sell while the business still lives, at defensible fair value, documented to withstand scrutiny. We run the process to preserve value and protect the board.
At a glance
Capture the value a collapse would waste.
Sell the living business — timing and duty handled.
- Sells
- The viable business or assets
- Preserves
- Going-concern value
- When
- Before or during insolvency
- Central
- Timing & director duties
- Must
- Be fair-value & defensible
The essentials
What distressed M&A is
Distressed M&A is the sale of a business, or its viable parts, when the company is in difficulty: before formal insolvency as part of a restructuring, or during it. The aim is to capture the going-concern value of what is still sound before a disorderly collapse destroys it. It sits within the restructuring and insolvency framework of the Code of Obligations and the debt-enforcement law, and turns on timing, fair value and the director duties that make the sale hold up.
Who this is for
- boards of distressed companies with a viable business inside;
- companies restructuring by selling a division;
- administrators realising a business as a going concern;
- stakeholders seeking to recover more than liquidation gives.
Where it fits
Distressed M&A can be the centrepiece of a restructuring, a realisation route within a moratorium, or value preservation through bankruptcy.
The routes
How a distressed sale works
The viable business can be sold at different points, each with its own constraints: the earlier and more operating the business, the more value preserved.
| Route | Character |
|---|---|
| Pre-insolvency sale | Most value; strictest duty scrutiny |
| Within a moratorium | Realisation under administrator oversight |
| From a bankruptcy estate | Going-concern sale vs piecemeal break-up |
| Throughout | Fair value, documented, defensible |
The common thread is preserving the going-concern premium: selling the business as a living whole rather than its assets at break-up. The earlier the sale, the more value survives, but the sharper the director-duty scrutiny. We choose the route and run it to capture value and hold up.
How it runs
How we run it
Judge what and when to sell, run a credible process, structure at fair value, and document it to withstand scrutiny.
- Step 1
Assess what to sell
Identifying the viable business or assets and whether a sale beats restructuring the whole.
- Step 2
Judge the timing
Balancing the chance of a turnaround against the going-concern value lost by delay.
- Step 3
Run the process
Reaching the right buyers quickly and obtaining real offers through a credible, expedited process.
- Step 4
Structure at fair value
Structuring the transaction at defensible fair value, keeping creditor protections central.
- Throughout
Document & protect
Documenting the basis so the sale withstands avoidance and liability scrutiny, protecting the board.
Budget
What it costs
Cost reflects the complexity of the business, the speed required and whether the sale runs pre-insolvency or within a formal process. It is set against the going-concern value preserved. In a successful distressed sale, that value is the difference between a real recovery for creditors and stakeholders and the fraction a break-up would yield.
We scope and quote against the situation. Pricing is on request.
Discuss the sale
What it takes
What a defensible sale requires
A distressed sale that preserves value and holds up rests on:
- selling while the business is still a going concern;
- the right timing, before value bleeds away;
- a credible process reaching genuine buyers;
- defensible fair value, properly documented;
- director duties and creditor protection kept central.
A value-maximising sale and a defensible one are the same sale
It is tempting, under time pressure, to do a quick deal (to a known buyer, a connected party, at a convenient price) but that is the sale that later scrutiny unwinds and that feeds director liability, for selling too cheaply or preferring the wrong party. The protection against that is not caution but process: a genuine, if expedited, market approach that reaches real buyers and obtains real offers both maximises the price and documents that the value was fair. The value-maximising sale and the defensible sale turn out to be the same sale: the one run properly. We run that one, because the shortcut costs more than it saves.
Why Goldblum
The sale: how we run it
Judging what and when to sell, running a credible process, structuring at defensible fair value and protecting the board is the work this firm does, to salvage the value a collapse would waste.
Timed
Sold while it still lives
The judgement of what and when to sell made before going-concern value bleeds away in delay.
Maximised
The right buyers, real offers
A credible, expedited process reaching buyers who value the business as a going concern, not assets at break-up.
Defensible
Fair value, documented
The transaction structured and recorded to withstand avoidance and liability scrutiny, protecting the directors.
Related
Around the sale
Breathing space
Composition moratorium
The protected process within which a going-concern sale can be realised.
Composition moratoriumOrderly exit
Company liquidation
The solvent wind-down that can follow once the viable business has been sold off.
Company liquidation
FAQ
Distressed M&A: FAQ
01What is distressed M&A?
Distressed M&A is the sale of a business, or its viable parts, when the company is in financial difficulty: either before formal insolvency, as part of a restructuring, or during it. The aim is to capture the going-concern value of what is still sound (the operations, the contracts, the people, the goodwill) before that value evaporates in a disorderly collapse, where assets sold piecemeal in a fire sale fetch a fraction of their worth as a living business. It is part rescue and part realisation: the company may not survive, but the viable business it contains can pass to an owner able to run it, recovering far more for creditors and stakeholders than liquidation would.
02Why sell a distressed business rather than let it fail?
Because going-concern value is fragile and time-sensitive, and most of it is lost in failure. A working business (with its customers, contracts, staff and reputation intact) is worth far more than the same assets sold separately after it has stopped trading, when customers have left, key people have gone and the goodwill has evaporated. Selling while the business is still operating, even in distress, preserves that premium and turns it into recovery for creditors and stakeholders. Letting the business fail, by contrast, destroys the very value that a sale could have captured. The case for distressed M&A is that it salvages what an uncontrolled collapse would waste.
03When is the right time to sell?
Earlier than feels comfortable, because going-concern value decays as distress deepens. The most value is preserved by selling while the business is still operating and its key relationships are intact, not after trading has stopped and the goodwill has gone. There is a tension with the restructuring effort (a sale may be pursued in parallel with attempts to fix the company) but waiting too long, hoping for a recovery that does not come, usually means selling a husk rather than a business. Timing is the central judgement in distressed M&A, balancing the chance of a turnaround against the value lost by delay. We help boards make that call before the value has bled away.
04Can the business be sold before formal insolvency?
Yes, and often that is where the most value is preserved: a sale out of a restructuring, while the company is still trading and before any bankruptcy, can transfer a living business to a new owner with minimal disruption. But it has to be done carefully, because a sale by a company that is already in difficulty raises the same director-duty and creditor-protection concerns as any transaction in the distressed period: it must be at fair value, not strip value from creditors, and be capable of withstanding later scrutiny, including avoidance claims. A pre-insolvency distressed sale done properly is powerful; done carelessly it exposes the directors. We structure it to capture value and hold up.
05How does a sale during insolvency work?
Within a formal process, the viable business or its assets can still be sold, whether through a composition with assignment of assets or out of a bankruptcy estate, to realise more than a piecemeal liquidation would. Here the sale is run within the constraints of the process and under the supervision of the administrator or bankruptcy office, with their involvement and, often, court oversight. It is more constrained than a pre-insolvency sale but can still preserve going-concern value where the business is sold as an operating whole rather than broken up. We work within the formal process to achieve a going-concern sale where one is possible, coordinating with the administrator or office that controls the estate.
06What are the director-duty risks in a distressed sale?
They are real and central. A board selling a business while the company is in difficulty must act in the interests of the company and its creditors, achieve fair value, and avoid anything that improperly prefers some stakeholders or strips value from creditors, because a sale that does so can be challenged and unwound, and can feed personal liability claims. Selling to a connected party, at an undervalue, or in a way that disadvantages creditors are exactly the things that later scrutiny targets. Done properly (at fair value, transparently, with the process documented) a distressed sale protects the directors as well as recovering value. We keep the duties central, so the transaction holds up.
07How is fair value established and defended?
Through a credible process and proper valuation, documented so it withstands later challenge. Fair value in distress is not the value the business would fetch in calm times, but it must genuinely reflect the business's worth as a going concern in its actual situation, tested by a real market process or rigorous valuation rather than asserted. Running a proper, if expedited, sale process (approaching genuine buyers, obtaining real offers, documenting the basis of the decision) is what both maximises the price and defends it against a later claim that the business was sold too cheaply or to the wrong party. The process is the protection. We run it to be both value-maximising and defensible.
08Who buys distressed businesses?
Buyers who can see past the distress to the underlying business: strategic acquirers in the same sector wanting the operations, customers or capabilities; financial buyers and turnaround investors who specialise in fixing distressed companies; and sometimes existing stakeholders. The buyer pool for a distressed asset is different from a healthy-company sale (narrower, more opportunistic, and moving fast) which is why reaching the right buyers quickly and running a credible process matters. The aim is to find a buyer who values the business as a going concern, not just its assets at break-up, because that is who pays the price that preserves value. We identify and reach the buyers who will.
09How does this fit with restructuring and insolvency?
Distressed M&A is one of the tools in the restructuring and insolvency toolkit, chosen when the best outcome is to move the viable business to a new owner rather than keep the whole company alive. It can be the centrepiece of a restructuring (selling a division to fund the rest), the realisation strategy in a composition, or the value-preserving route through a bankruptcy. It sits alongside financial restructuring, the moratorium and the insolvency processes, and the right combination depends on the situation. We assess where a sale fits in the overall plan (sometimes it is the answer, sometimes a part of it, sometimes restructuring the whole is better) and integrate it accordingly.
10Does Goldblum run the sale process?
Yes. We assess whether and what to sell, judge the timing against the going-concern value at stake, run the sale process (identifying and reaching the right buyers, obtaining real offers, and structuring the transaction) and document it to be defensible, keeping the director duties and creditor protections central throughout. Where the sale runs within a formal process, we coordinate with the administrator or bankruptcy office; where it is pre-insolvency, we structure it to withstand later scrutiny. Where formal legal execution is needed, we work with the appropriate specialists while leading the commercial substance. The aim is to capture going-concern value that a collapse would waste, in a way that holds up.
11Can Goldblum handle a distressed sale in full?
Yes. We help a board decide whether selling the business or its viable parts is the right course, judge the timing before value bleeds away, run the sale process to reach the buyers who will pay for a going concern, structure the transaction at defensible fair value, and document it to withstand later scrutiny including avoidance claims, coordinating with any administrator or bankruptcy office and keeping the directors protected throughout. We integrate the sale with the wider restructuring or insolvency plan rather than treating it in isolation. The aim is to salvage the value an uncontrolled collapse would destroy, for creditors and stakeholders, in a transaction that genuinely holds up.
Is there a viable business inside a distressed company?
Tell us the position and the timing pressure. A partner judges what to sell and when, runs the process, and structures it to preserve value and hold up.