Canadian Lawyer InHouse

Jun/Jul 2009

Legal news and trends for Canadian in-house counsel and c-suite executives

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GOWLINGS IS A LEADER IN DISTRESSED M&A What is a common and critical factor to distressed companies? Time. Selling or acquiring a distressed business is a precision exercise. It's like landing a plane with half the runway on an empty fuel tank — it can be done but it takes experience and practice. Timing is everything. Distressed businesses face the same basic problems: they are running out of cash, the going- concern value of the business is at risk of a precipitous decline in the absence of signifi cant liquidity injections, and they are unable to implement an effective capital and operating restructuring plan. "It's like landing a plane with half the runway... Timing is everything." Gowlings provides critical and timely advice to all classes of stakeholders in distressed M&A transactions. The Gowlings M&A team benefi ts from a harmonized combination of traditional M&A skills together with debt and equity fi nancing expertise in the distressed arena and an intimate knowledge of distressed sales and realization processes. Gowlings deploys a specialized skill set combining insolvency and restructuring knowledge with experience acquired in healthy M&A processes to run a seamless distressed M&A transaction from start to fi nish. • The target is running out of cash • Management is stretched thin • Creditors and predators are at the door • Suppliers and customers are exiting • Reliable information is scarce Recessions and economic downturns can be isolated to specifi c industry sectors or geographic regions, or they can impair an entire country's economy. With every such economic downturn, opportunities arise for the sale and acquisition of businesses facing fi nancial distress as a result of varying underlying causes. In these situations, distressed businesses are confronted by a myriad of legal, fi nancial, restructuring and insolvency issues that must be addressed to permit the company to develop and implement short-, mid- and long-term strategies. 28 • JUNE 2009 INHOUSE

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