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2. Advise acquirors on: (a) alternative acquisition structures and strategies including becoming a "stalking horse bidder" in a Canadian sales process, acquiring all or a part of the distressed debt for a "toe-hold" or "loan-to-own" acquisition strategy; (b) navigating private and court-ordered sales structures; (c) preparing and negotiating LOIs and defi nitive agreements of purchase and sale; (d) undertaking legal due diligence, including assessing the validity and transferability of IP assets, dealing with the distressed entity's workforce, generating a risk profi le of the distressed entity's environmental exposure (personal D&O and corporate liabilities) and remediation obligations; (e) managing key stakeholder relationships with the distressed company and its important secured and unsecured creditor constituencies, key suppliers, customers and employees; and (f) developing a post-acquisition legal strategy and service plan for the acquired business. 3. Advise secured creditors on: (a) developing and negotiating appropriate forbearance, credit amendment and sale structures and strategies, as well as actively participating in such processes; (b) maximizing their recovery and preserving collateral values; and (c) navigating or opposing private and court processes including court-ordered sales structures, CCAA and BIA proceedings. 4. Advise key suppliers and customers on: (a) recovering their secured and unsecured indebtedness; (b) protecting and preserving business with the distressed company in order to preserve sales or supplies of goods, as the case may be; and (c) negotiating access and accommodation agreements to protect their interests with respect to the distressed business and provide for protection from the consequences of the failure of the distressed business. Gowlings M&A team is ready to meet your distressed M&A challenges with creative, timely and cost-effective solutions. For more information on our expertise in distressed M&A, please visit: gowlings.com/distressedM&A © Gowlings 2009.05 30 • JUNE 2009 INHOUSE