How to Navigate Bankruptcy and Restructuring in M&A

9 snips

Mar 27, 2025

Ben Beller, a Partner at Sullivan & Cromwell LLP, specializes in bankruptcy and restructuring, with experience in high-profile cases like FTX and Silicon Valley Bank. In this discussion, he dives into the differences between Chapter 7 and Chapter 11 bankruptcies, highlighting strategies for navigating these processes. He emphasizes the importance of liability management transactions and offers insights on acquiring distressed assets. Ben also sheds light on the emotional dynamics in bankruptcy court, making it essential for M&A professionals to stay vigilant.

Ask episode

AI Snips

Chapters

Transcript

Episode notes

ADVICE

Early Bankruptcy Planning

Start bankruptcy planning early, even 18-24 months in advance, if you foresee potential liquidity issues.
This allows you to explore options like liability management or new financing and maintain flexibility.

INSIGHT

Lender Relationships

Engaging with lenders early and proactively is crucial, especially when facing financial difficulties.
Open communication and a cooperative approach can smooth the process and help secure their support.

INSIGHT

Know Your Lenders

Different lenders have varying approaches to debt recovery, from aggressive to flexible.
Understanding your lenders' tendencies beforehand is critical for navigating potential restructuring.

Get the Snipd Podcast app to discover more snips from this episode

Get the app

Ben Beller, Partner at Sullivan & Cromwell LLP

Ben Beller, Partner at Sullivan & Cromwell LLP, joins the podcast to walk through how companies can strategically navigate bankruptcy and restructuring during M&A. Drawing from experience on major cases like FTX and Silicon Valley Bank, Ben shares practical insights into Chapter 11 processes, planning strategies, liability management transactions, and how buyers can successfully acquire distressed assets. A must-listen for corporate development professionals, acquirers, and M&A legal teams looking to build competency around distressed transactions.

Things you will learn:

The differences between Chapter 7, 11, and 13 bankruptcies and when to use each
How liability management transactions work and their growing role in restructuring
What buyers need to know about acquiring businesses in bankruptcy

_______________

What is the Buyer-Led M&A™ Virtual Summit

This isn’t just another webinar—it’s an interactive experience designed to give you the tools and strategies to lead your M&A deals with confidence. This half-day event brings together corporate development leaders and M&A experts to explore Buyer-Led M&A™, showing how you can take control of every stage of the deal. Register Now

________ This episode is sponsored by FirmRoom. The World’s Most Intuitive Virtual Data Room With AI Contract Analysis No Per-Page Fees. No B.S. Just Smarter, Faster Deals.

Get started with your free trial today! ________

Episode Timestamps:

[00:04:00] Ben Beller’s background and major bankruptcy cases (FTX, SVB, Mallinckrodt)

[00:07:30] Chapter 7 vs. Chapter 11 – key differences

[00:11:30] Signs companies should begin planning for bankruptcy

[00:14:00] Prepackaged vs. prearranged vs. freefall bankruptcies

[00:17:30] Importance of lender relationships and communication

[00:22:00] Role of private credit and debt trading in distressed situations

[00:28:00] Liability management transactions explained: dropdowns, up tiers, and more

[00:35:00] Trends in liability management and how they defer bankruptcy

[00:41:00] M&A in bankruptcy: How buyers can seize opportunities

[00:46:30] Understanding stalking horse bids and auction dynamics

[00:54:30] Common mistakes in buying businesses out of bankruptcy

[01:01:00] Bankruptcy reform trends and cost implications