Olswang's Finance practice has a dedicated Distressed Investing Group, specialising in all aspects of investing in distressed corporate assets. We advise on distressed debt trading, distressed lending, and distressed corporate activity, and our specialists provide a sector focus where appropriate, particularly in real estate, media, retail and leisure. Our broad range of expertise acting for investors, financial institutions and corporate borrowers alike ensures we understand the commercial aims of our clients.
Our dedicated Distressed Investing Group offers a comprehensive service for distressed investors and for corporate borrowers. Our uniquely linked-up product offering and strong network means that we can advise on all aspects of a deal in a way which is truly value adding.
Our core services include:
- distressed debt, including debt trading and distressed lending;
- distressed corporate advisory, including M&A, and distressed fund raising;
- distressed property;
- restructuring and formal insolvency procedures; and
- litigation, arbitration and tax.
Our Group comprises experts in Olswang's offices in London, the Thames Valley, Europe and Singapore, who can advise on the complex issues involved in investing in both domestic, European and Asian distressed assets. Elsewhere in the world, we work closely with a best friends network of leading independent law firms, providing a significant cross-border international capability.
Approach
An innovative approach is required to gain maximum returns for distressed investments. In addition, speed and timely settlement are important in a distressed environment and we understand the need to be responsive and to commit to a definite turnaround.
The Group is supported by the expertise of Olswang's specialist corporate, private equity, real estate, tax, film, information technology and telecommunications lawyers.
Distressed Debt
Our specialist Distressed Debt Group advises on all matters relating to the primary and secondary debt markets. This includes:
- bilateral or syndicated debt, high yield, securitisations;
- debt trading - LMA and LSTA, par and distressed, buy and sell side;
- distressed debt investing, including structuring and documentation advice;
- analysis of credit documentation, including inter-creditor dynamics and security reviews;
- distressed finance - including real estate finance and asset based lending; and
- NPL portfolio sales.
Distressed Corporate Advisory
Our Corporate lawyers have significant expertise in all aspects relating to distressed investing. We have acted on a very large number of private M&A transactions including the £3.4 billion acquisition of Europe's biggest privately owned hedge fund manager, GLG Partners, and have a full corporate service capability. Specialists within the team focus on sectors where particular opportunities may arise for distressed investing including retail, leisure, media and real estate. The Group has a significant private equity expertise and is well placed to advise clients seeking to maximise opportunities from a distressed situation.
Services provided include:
- due diligence on distressed corporates;
- structuring equity kickers and other equity instruments for distressed debt investors;
- debt for equity swaps and other loan to own structures;
- distressed M&A; and
- distressed fund raising, including rescue rights issues.
Distressed Real Estate
Our Corporate Real Estate Group meets the needs of our clients in the current climate by providing experienced corporate and tax lawyers who genuinely understand real estate transactions and can provide commercial, industry specific advice. Our client base includes quoted real estate companies, high net worth individuals and entrepreneurs, real estate funds and institutions and investment advisors.
Services provided include:
- property warehousing structures;
- property purchases (single asset or high value property portfolios, forced sale transactions);
- corporate joint ventures (onshore and offshore) and partnership structures;
- distressed construction;
- real estate litigation and arbitration; and
- acting on property backed NPL portfolio sales.
Restructuring & Insolvency
Our Restructuring & Insolvency Group is comprised of dedicated banking lawyers, insolvency lawyers and lawyers with specialist recovery expertise. All share a strong grounding in both banking and insolvency law; all have an unusually broad commercial outlook.
We advise on all relevant issues surrounding distressed lending and maximising value from a distressed investment, including:
- financial restructuring, including debt for equity swaps;
- "loan to own" strategies;
- negotiations with the Pensions Regulator and the Pension Protection Fund (including clearance applications);
- formal insolvency procedures;
- security and enforcement issues;
- distressed M&A;
- sales by and purchases from Insolvency Practitioners; and
- creditor/bondholders' committee representation.
This knowledge and experience is compounded by the resources of our Real Estate Group and Commercial Litigation Group: each has in-depth market knowledge with finance and insolvency expertise.
Litigation and Arbitration
Our commercial litigators have significant experience in resolving disputes in the financial markets and are well placed to advise financial institutions in the complex areas of debt trading and distressed debt where a formal open process may not be appropriate. If a dispute does ultimately result in litigation proceedings, our experienced Commercial Litigation Group can draw on its considerable experience in litigating complex commercial disputes in all the major courts and tribunals, both in the UK and overseas, to provide practical and commercial advice and assistance as the litigation progresses. This extends to advising parties who have purchased debt with associated litigation rights as part of their investment strategy.
Our expertise encompasses:
- domestic commercial litigation;
- mediation and other alternative dispute resolution, including arbitrating broken debt trades;
- litigation of ancillary right and claims;
- substantial multi-jurisdictional litigation; and
- regulatory and governmental issues and disputes.
Tax
Our highly regarded Tax practice works hand in hand with our Distressed Investing Group and focuses on developing and implementing cost effective and tax neutral or tax positive transaction structures and solutions.
We advise on a wide variety of domestic and cross-border transactions including corporate and real estate acquisition and disposals, joint ventures, reorganisations, private equity and fund structures.
We pride ourselves on our ability to provide clear and concise advice and varied tax planning and structuring which results in cost benefits for our clients.
Our services include:
- tax advice on debt trades (stamp duty, withholding tax, value added tax);
- due diligence advice in connection with tax aspects of distressed investing;
- stamp duty land tax and value added tax planning and the real estate related issues of corporate tax advice;
- on- and off-shore acquisition vehicles, private equity backed acquisition structures and the tax efficient structuring of consideration;
- the establishment and ongoing operation of joint ventures and new/start-up business ventures;
- (in the context of venture capital and private equity deals), advice on share reorganisations and tax mitigation; and
- (in relation to management incentives), capital gains tax planning on exits, obtaining tax clearances, structuring earn-outs and share and loan note based deals.
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