Services
Distressed M&A – Selling and Buying in a Crisis
Bidder group, transaction structure, procedural route and timetable – we bring all the factors into line. Under high pressure, what counts is a well-practised team that knows the ground and combines M&A‑experience with hands-on practice in insolvency administration and restructuring – for sellers and buyers, before, during and after insolvency.
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At a glance
M&A from restructuring practice.
When a company gets into crisis, the path to restructuring often leads via an investor. We regularly sell companies out of crisis, self-administration or insolvency. We know the proceedings from the inside – and therefore know which deal will hold.
We use this knowledge on both sides of the table: for shareholders and parties to the proceedings who are selling, and for investors who want to seize opportunities in special situations safely.
The key points in brief
- Sell-Side and Buy-Side: Selling and buying in crisis, self-administration and insolvency.
- Legal and financial expertise from one team: Valuation, process, Due Diligence and contracts.
- Speed with certainty: Transactions in weeks rather than months – without overlooking liability risks.
- Even without a crisis: Succession and classic M&A for entrepreneurs from our network.
Selected transactions
Sell-Side
Lacher Druck
Memmingen
Sale of the business as a going concern, structured investor process
Sell-Side
FMS Montagetechnik
Puchheim
Going-concern solution
Sell-Side
Scholz Labor- und Klinikversorgung
Continuation secured in insolvency proceedings
Sell-Side
Hamburg
Sale to the VeldhovenGroup
Sell-Side
Möhnsen
Sale to private investor and management
Sell-Side
WVG Kainz
Sale to the GÜDEL Group, jobs secured
Sell-Side
Sonneberg
Sale to SONNPLAST (addfinity testa Group)
Buy-Side
Acquisition by DC DruckChemie
Buy-Side
Essen / Hannover
Acquisition by DC DruckChemie
Sell-Side · Dual Track
Munich area
Sale to private investor
Sell-Side
Salzwedel
Sale to private investor group
Sell-Side
Sale to Ambau Stahl- und Anlagenbau
Sell-Side
Sale to DetoxNatur
Sell-Side
Hausham
Sale to the Dynamic Systems Group
Sell-Side
Weyarn
Sale to Vita Sinn
Sell-Side
Lacher Druck
Memmingen
Sale of the business as a going concern, structured investor process
Sell-Side
FMS Montagetechnik
Puchheim
Going-concern solution
Sell-Side
Scholz Labor- und Klinikversorgung
Continuation secured in insolvency proceedings
Sell-Side
Hamburg
Sale to the VeldhovenGroup
Sell-Side
Möhnsen
Sale to private investor and management
Sell-Side
WVG Kainz
Sale to the GÜDEL Group, jobs secured
Sell-Side
Sonneberg
Sale to SONNPLAST (addfinity testa Group)
Buy-Side
Acquisition by DC DruckChemie
Buy-Side
Essen / Hannover
Acquisition by DC DruckChemie
Sell-Side · Dual Track
Munich area
Sale to private investor
Sell-Side
Salzwedel
Sale to private investor group
Sell-Side
Sale to Ambau Stahl- und Anlagenbau
Sell-Side
Sale to DetoxNatur
Sell-Side
Hausham
Sale to the Dynamic Systems Group
Sell-Side
Weyarn
Sale to Vita Sinn
Selection. Also includes transactions for which LECON partners were responsible in previous roles at other advisory firms.
Why Distressed M&A is different
A sale in a crisis follows its own rules.
Weeks, not months
The proceedings and the available funds determine the timetable. Process, teaser, data room and investor approach must be implemented in the shortest possible time and yet robustly.
More parties at the table
The creditors' committee, custodian, insolvency administrator and court have a say. We know what they will support.
Deals that hold
Every structure must withstand avoidance challenges and liability claims – for sellers and buyers alike.
| Perspective | Pre-insolvency restructuring | Insolvency in self-administration | Standard insolvency proceedings |
|---|---|---|---|
| Framework | Out-of-court restructuring / StaRUG | Management under the supervision of a custodian | Insolvency administrator |
| Sell-Side | Sale of the whole or part of the business; investor entry, if applicable under a restructuring plan | Investor process; sale of the business as a going concern or insolvency plan with investor | Investor process; sale of the business as a going concern or insolvency plan with investor |
| Buy-Side | Acquisition of shares or assets; capital injection, if applicable as plan investor | Acquisition of the business/business units or entry via an insolvency plan | Acquisition of the business/business units or entry via an insolvency plan |
Our services
Distressed M&A.
Managing sale processes. Securing transactions.
Sell-Side
Selling companies in crisis
For shareholders, management teams and insolvency administrators who need viable investor solutions under time pressure.
- Investor process under time pressure: Positioning, data room, investor approach and negotiations through to signing
- Examining transaction routes: Comparing and coordinating a sale and investor entry via a restructuring or insolvency plan
- Sale in insolvency proceedings: Preparing and implementing sales of the business as a going concern in standard insolvency proceedings and in self-administration
- Valuation and offers: Analysing company values and alternative courses of action; assessing purchase price, financing and deal certainty
- Carve-out: Defining business units for sale and preparing their operational independence
Buy-Side
Acquiring companies in crisis
For strategic buyers, financial investors and Family Offices who want to seize opportunities in special situations and limit risks in a targeted way.
- Targets and acquisition routes: Assessing takeover targets, evaluating the status of proceedings and determining suitable routes of access
- Distressed Due Diligence: Examining liquidity, business model, going-concern viability and key transaction risks
- Transaction structure and offer: Tailoring the scope of the acquisition, purchase price and financing to the specific situation
- Negotiation and signing: Supporting purchase agreement negotiations and coordination with the key decision-makers and creditors
- The first 100 days: Preparing measures to stabilise liquidity, customer relationships, supply chains and key personnel
Even without a crisis
Classic M&A and business succession
Many mandates reach us via banks, tax advisers and entrepreneurs we have already advised. For succession solutions, strategic sales and add-on acquisitions among mid-sized companies, we offer a structured process – with an eye for risk that only comes from restructuring experience.
- Succession solutions and changes of shareholders
- Strategic sales and add-on acquisitions
- Business valuation
- Vendor Due Diligence and Post Merger Integration
Process
Four steps, paced to the situation.
1
Situation assessment
Liquidity, options for action and possible procedural route.
2
Strategy
Transaction structure, investor profile, timetable.
3
Process
Approach, data room, Due Diligence, offers and negotiation.
4
Closing
Purchase agreement, approval of the creditors' bodies, completion.
In a crisis, this process is often compressed into just a few weeks. What makes the difference then is a well-coordinated team that has the process, the law and the figures under control at the same time.
Why LECON
Those who lead restructurings know which deal will hold.
Proceedings from the insideWe run self-administration proceedings, protective shield proceedings and insolvency plans ourselves.
Legal and financial expertise from a single sourceLawyers and business economists structure the deal together.
Speed with certaintyFast processes, without overlooking avoidance or liability risks.
NetworkContacts with investors, administrators, banks and advisers – from six locations.
Your contact
Stefan Dillerup
Partner · Business economist · Managing director LECON Management GmbH
Banker (Bankkaufmann) and business economist with many years of experience in restructuring consultancy, M&A and private equity. Areas of focus: business transactions and distressed M&A, restructuring, self-administration, financing agreements and interim management.
Sectors: industry and medium-sized manufacturing, mechanical and plant engineering, consumer goods, portfolio companies and private equity.
Frequently asked questions
What is distressed M&A?
The purchase or sale of companies and parts of companies in an economic crisis – before, during or after insolvency proceedings. Unlike in classic M&A, liquidity and the proceedings determine the timetable, more parties have a say, and questions of avoidance and liability shape the structure.
How quickly can a sale in a crisis be completed?
That depends on the status of the proceedings and the available liquidity. With prepared documentation and a well-practised team, signing is often possible within a few weeks – in insolvency proceedings often faster than in a classic sale process.
Is the buyer liable for legacy debts when buying out of insolvency?
When acquiring the business from opened insolvency proceedings (Asset Deal), the buyer generally does not assume any legacy liabilities; liability for continuing the company name (§ 25 HGB) and for operational taxes (§ 75 AO) then does not apply. Under § 613a BGB, employment relationships transfer to the acquirer even in insolvency, but liability for claims from the period before the opening of proceedings is restricted. These privileges do not apply before the opening of proceedings – timing is therefore decisive.
Can a company also be sold in self-administration?
Yes. Management runs the sale process under the supervision of the custodian; as a particularly significant legal act, the sale of the company requires the approval of the creditors' committee or the creditors' meeting. Alternatively, an investor can come in via an insolvency plan.
What does Dual Track mean?
Two routes are prepared in parallel – for example a sale to an investor and a restructuring via an insolvency or restructuring plan. This keeps an alternative open until the very end, and ultimately the economically better solution is implemented.
What is a Stalking Horse bid?
An early, binding offer from a bidder that serves as the minimum bid for the subsequent bidding process and can be outbid by other interested parties. In return, the first bidder usually receives compensation for its costs. In Germany this is not governed by statute but is structured contractually.
What is the difference between a share deal and an asset deal?
In a Share Deal, the shares in the legal entity are transferred – with all contracts, but also all liabilities. In an Asset Deal, the business or individual assets are transferred; legacy liabilities remain with the legal entity. In insolvency, the Asset Deal (sale of the business as a going concern) is the norm; a Share Deal is mainly an option before insolvency or via an insolvency plan.
Does the sale process remain confidential?
Yes. Interested parties initially receive an anonymised short profile and receive confidential information only after signing a non-disclosure agreement, released in stages via a data room. Once an insolvency petition has been filed, the proceedings themselves are usually public knowledge – the details of the sale process nevertheless remain confidential.
This information does not replace advice in an individual case.
Contact
Transactions when it matters.
Talk to us – confidentially and at short notice. In a crisis, every day counts.
