OPPORTUNITIES IN DISTRESSED M&A - BAKER MCKENZIE

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OPPORTUNITIES IN DISTRESSED M&A - BAKER MCKENZIE
Opportunities in Distressed M&A
Contents                                                                            Key Contacts

                                                                  What sets                      Nick Bryans
      Opportunities in        Distressed M&A and the
                                                                                                 M&A Partner, London
      Distressed M&A           Covid-19 environment         Baker McKenzie apart?
                                                                                                      Contact
           Page 2                      Page 3                      Page 4

                                                                                                 Kathy Honeywood
 What does a distressed M&A     Due diligence and              Structuring the                   M&A Partner, London
   sales process look like?      valuation issues                transaction                         Contact

            Page 6                    Page 8                        Page 9

                                                                                                 Bevis Metcalfe
                                                                                                 R&I Partner, London
    Warranty protection,       Anti-embarassment             Regulatory issues in                     Contact
     and W&I insurance              provisions                 distressed M&A
          Page 10                     Page 12                       Page 13

                                                                                                 Priyanka Usmani
                                                                                                 R&I Senior Associate, London
                                                                                                     Contact
 Foreign Investment Review
         Evaluation              Our global reach
           Page 14                    Page 15

       Homepage                                        01                            Opportunities in Distressed M&A
Opportunities in Distressed M&A
The Covid-19 pandemic is likely to give rise to a wave of distressed companies looking for buyers or investors; with depressed valuations and
significant pockets of cash available to investors, there are likely to be many M&A opportunities that might be classed as “distressed M&A”.
This article considers the opportunities for investors with a degree of appetite for risk, the issues investors in a Covid-19 recovery environment
might face, and how the sophisticated buyer might address some of them.

Even before the coronavirus pandemic          Even companies that have been able to              companies, and there are already signs
sent shockwaves through global                draw on bank, government or shareholder            that they are starting to become active.   Beyond COVID-19:
economies, warnings had been sounding         support in recent weeks will need to re-
that the ten year bull run would come to      assess their position and many are likely          This article considers the opportunities
                                                                                                                                            A Roadmap to Stability
an end, and a long-awaited slowdown           to come under considerable pressure in             for investors prepared to engage
would occur, with a number of sectors         the coming months - particularly those             in distressed M&A in the Covid-19          Our Resilience, Recovery &
then already showing signs of stress.         with already high levels of debt or those          recovery phase and beyond and the          Renewal model can help your
Any doubts about a deep recession can         operating in industry sectors likely to            issues they might face, as well as how     business navigate the full
now be cast aside as share prices have        continue to feel the effects of the slump          the sophisticated buyer might address      continuum of the COVID-19
been tumbling and businesses making           in demand for the foreseeable future.              some of the risks of transacting in this   pandemic.
drastic cuts and reorganising. Whilst         The impact of government stimulus                  environment.
many companies have acted quickly to          packages ceasing is also a major issue.                                                       Click here for more information
preserve cash and to ensure they have         This sets the scene for financial investors
liquidity for the foreseeable future, there   and sovereign wealth funds, as well
remains a high level of uncertainty as to     as stronger trade buyers, to enter
the speed at which recovery may happen.       the market and acquire distressed

            Return to homepage                                                              02                                                 Opportunities in Distressed M&A
Distressed M&A and the Covid-19 environment
What do we mean by distressed M&A?         Distressed M&A in a Covid-19 environment

Distressed M&A differs considerably        Whilst share prices have rebounded                  restructure and to preserve cash, we are          We will also likely see the stronger trade
from non-distressed or “traditional”       somewhat following the initial crash,               not yet at the tipping point at which we          buyers emerging - those companies
M&A as we are referring to the             there is still significant volatility as            will see a sudden rise in distressed M&A          with strong market positions or
acquisition of assets, shares or           markets react to the steady flow of                 situations but that is expected to change.        balance sheets seeking to capitalise on
businesses where the seller or indeed      news and government responses to                    When that tipping point is reached will           suppressed share prices of competitors
the company itself being acquired is       the crisis and this, together with the              vary across different sectors.                    or competitors facing financial distress
in financial distress: at one end of the   uncertainty as to corporate earnings,                                                                 not just in the most challenged sectors,
spectrum, the company concerned            means that there remains a gap                      The conditions are also potentially               such as retail, transport, energy,
may have some breathing space or be        between valuation expectations of                   different to the aftermath of the global          construction, hospitality and leisure
in early discussions with its lenders      buyers and sellers but also extreme                 financial crisis because swift government         but also potentially in technology and
based on its view of its own cash needs    difficulty in making robust and                     action on a global scale has meant that the       healthcare, as well as Fintech. The oil &
going forward; towards the other end,      defensible valuations.                              banking system is still (largely) intact and      gas industry was already suffering as
the company could be in negotiations                                                           is expected to remain so. Further, private        a result of the reduced oil price, over-
concerning a restructuring process or in   The pressure on boards to file for                  equity, hedge funds and other investors,          supply and a Russian/OPEC dispute,
a formal insolvency proceeding.            bankruptcy has been reduced somewhat                including sovereign wealth funds, have            and many companies in the sector, and
                                           by changes in legislation - the UK,                 record levels of dry powder that can be           the companies servicing them, were
                                           Germany or Australia, for example, where            deployed into buying or investing into            already saddled with significant debt
                                           temporary relief from the requirement               distressed assets, including through private      with a mounting challenge as to how
                                           to file for insolvency to avoid personal            investments into public equities (PIPE’s).        to refinance it. There will also be other
                                           liability for wrongful or insolvent trading                                                           sectors that will be subject to stress
                                           has been granted allowing time for                                                                    - “non-core” infrastructure assets, for
                                           stakeholders to triage the situation outside         Read more about private investments into         example, may have exposure to the
                                           of formal insolvency proceedings. With               public equities (PIPE’s) in our recent article   effects of the pandemic. In short, there
                                           the actions many companies have been                 “PIPEs Unblocked, Finally?”                      will be very few sectors that are immune
                                           taking to shore up their balance sheets, to         We will also likely see the stronger trade        to the crisis.

           Return to homepage                                                             03                                                          Opportunities in Distressed M&A
What sets Baker McKenzie apart?
                   Our geographic footprint                                                  The scale and complexity of our deals

• We have over 6,000 			                • This means that we have a 		               Hitachi’s USD 11 billion acquisition   GSK’s transformational joint
  lawyers across 78 offices in 		          presence where you do, and                of ABB. 1000 Baker McKenzie            venture with Pfizer’s Consumer
  46 countries, making us the 		           allows us to seamlessly operate           lawyers were deployed across 100       Healthcare business, with
  largest law firm in the world.           across timezones, cultures 		             countries.                             combined sales of approximately
                                           and languages together.                                                          USD 12.7 billion
                                                                                       • Winner: M&A Team of the
                                                                                     		 Year (Large Deals) - British
                                                                                                                            Advising the non-debtor
 Our combined strength of M&A and R&I experts                                        		 Legal Awards 2019
                                                                                                                            international affiliates of
                                                                                       • Highly commended:
                                                                                                                            Westinghouse, as co-counsel,
                                                                                     		 Managing complexity and
                                                                                                                            in connection with the chapter
Our M&A and R&I experts regularly work alongside one another to execute              		scale category
                                                                                                                            11 cases of Westinghouse
distressed M&A transactions. They draw upon the know-how of our                        • FT Innovative Lawyers Europe
                                                                                                                            Electric Corporation LLC and its
internationally recognised antitrust, tax, intellectual property, real estate        		Awards 2019.
                                                                                                                            subsidiaries.
and employment lawyers to provide a complete service to our clients.
                                                                                     Takata Corporation in the                • Winner: Private Equity
                                                                                     in the highly contested and            		 Acquisition & Turnaround of
Ranked in 62 different M&A categories in the 2019 Chambers Global guide              extraordinarily complex chapter 11     		 the Year, Annual Turnaround
— 17 more than the second ranked firm.                                               cases of TK Holdings Inc., et al.      		Atlas A
                                                                                       • Winner: Cross Border
“ They have a big international network and when I come across                       		 Turnaround of the Year, Annual
cross-border issues they are always the first one I go to.”                          		 Turnaround Atlas Awards 2019.
Chambers Global 2020: Restructuring & Insolvency (Client)

           Return to homepage                                                   04                                          Opportunities in Distressed M&A
“A distressed M&A process tends to
be an imperfect one - characterised
by a compressed timetable, limited
information available to a buyer and
invariably more limited contractual
protection for buyers. As such buyers
need to be well prepared, with
experienced advisers, and they must
be ready to act (and react) quickly.”

 Return to homepage             05      Opportunities in Distressed M&A
What does a distressed M&A sales process look like?
The type of sale process will be            damaged and the company will start                company into a formal insolvency. They        more concerned about obtaining enough
determined by the level of stress a         to spiral towards insolvency. This can            will commonly enter into a standstill         to repay the debt owed to it and may be
company finds itself under and, in          start to happen once news of the sale             agreement with the company - buying           more risk averse.
particular, whether the transaction is      process or of the company’s financial             precious time to preserve the business
conducted under a formal insolvency         situation becomes more widely known -             and goodwill of the company and               Any sale process will generally involve
process or not. A company that is           a particular problem for listed companies         hold off insolvency, but speed is of          an auction process but due to the
not subject to the imminent threat          that must keep the market updated with            the essence. Any sales process for a          time constraints that often apply, the
of insolvency may have sufficient           developments affecting the company.               company in this position is likely to be      marketing of the assets may be more
breathing space to run a “traditional”                                                        lender-led - particularly so where the        limited than in conventional M&A.
auction process for relevant assets or      In distressed sales, the price will not           company has various classes of financial
put itself up for sale.                     always be enough to repay all of the              creditors with different types of debt.       These sale processes are typically
                                            company’s debt in full. Whilst a lender           The dynamics of such a sale become            characterised by a number of tactics,
This may also be the best time for          will usually be able to accelerate a loan         more complex, in part because lenders         such as credit-bidding - where a secured
traditional buyers to enter the fray        where the company concerned is in                 may not have the same incentives to           lender is permitted to bid for and
- while the business’ key employees,        breach of the covenants in the facility           maximise the price at which assets are        purchase its collateral using the debtor’s
customers and suppliers remain in place     agreement, experience from the global             sold as the seller’s directors or indeed an   outstanding debt as payment, or the
and supportive, for example; this is        financial crisis suggests that creditors          insolvency practitioner (if one has been      introduction of a “stalking horse” bidder,
critical because as the breathing space     will often achieve a better return if they        appointed), who will usually be under a       a common feature of US bankruptcy
runs out, the business and its reputation   support an orderly restructuring of the           duty to obtain the best price it can for      sales, where a party is invited into the
may start to become permanently             company’s debts than if they push the             the assets. A lender, by contrast, will be    process - often secured with a break fee

            Return to homepage                                                           06                                                      Opportunities in Distressed M&A
“   There is an increasing volume
and with early access to information - in   A number of investors use this “loan-
a court-approved auction under section      to-own” strategy to gain control of

                                                                                                 of dry powder available for
363 of the US Bankruptcy Code. The          the company, because owning the
stalking horse then makes a bid for the     debt and being one of a distressed
assets, which when made public, sets the    company’s stakeholders with whom
minimum price for the bankruptcy court-     the company’s directors will be working              deployment in loan-to-own
approved “363 sale” that follows. Both      closely gives them access to information
of these can be powerful tools in the
hands of financial investors - providing
                                            and influence which together confer
                                            a significant tactical advantage in
                                                                                                 situations and that trend will
them with significant leverage but
equally can be attractive to a seller who
                                            negotiations to acquire the assets. There
                                            is an increasing volume of dry powder
                                                                                                 continue - An investor need not
has the certainty of a bid at a fixed or
quantifiable price.
                                            available for deployment in loan-to-own
                                            situations and that trend will continue.
                                                                                                 simply look at acquiring the
An investor need not simply look at
                                                                                                 shares of a distressed company.
acquiring the shares of a distressed
company. Where value breaks in the                                                               Even Where value breaks in the
                                                                                                 debt, another option may be
debt, another option may be to purchase
the debt, which will often trade at a
significant discount to its face value.
                                                                                                 to purchase the debt, which
                                                                                                 will often trade at a significant
                                                                                                 discount to its face value.
                                                                                                                                    “
           Return to homepage                                                           07                        Opportunities in Distressed M&A
Due diligence and valuation issues
One of the characteristics of a           The Covid-19 recovery period will likely          material contracts have been identified,     in a distressed M&A sale, because of
distressed M&A transaction for            only add to the challenges the distressed         that it knows which employees may be         the uncertainty over the consideration
buyers is the “as is, where is” nature    buyer will face as opportunities for site         transferred automatically by operation       that may be paid, and the consequent
of the transaction. There is often        visits and access to physical documents           of law (e.g. TUPE in the UK or equivalent    delays, if there is any dispute between
little time for full due diligence and/   and people will remain limited. It may            in Europe) and that the risk that pensions   the parties, and fixed price consideration
or limited access to or availability of   be that in the case of the more light             liabilities or successor liabilities under   is the norm. However, where it is difficult
due diligence materials. It is rare for   touch administrations, where some of              environmental law could transfer or          to evaluate the quantum or likelihood
there to be any vendor due diligence,     the key management of the distressed              attach to the assets being acquired have     of a risk arising buyers may consider
meaning that buyers do not get a          businesses have been retained, buyers             been assessed. Certain issues such as        placing a sum into escrow to be used as
head-start on the diligence process       will have greater access to management.           supply chain integrity, which has been       security should the risk crystallise - with
and will likely incur increased costs                                                       highlighted as a result of the pandemic,     the payment being released to the seller
as they must diligence the target         The areas of focus for buyer due diligence        will now also play a larger part in any      (or former creditors) if the risk does not
assets themselves. Coupled with a         should not differ to any material extent          diligence process.                           crystallise within an agreed timeframe.
tight timetable, this means buyers        from a traditional M&A process: for
and their advisers must focus their       example, a buyer will want to ensure              However, pricing and allocating the          For the reasons set out below, warranty
attention on the critical issues and      that assets are being acquired free of any        risks that are identified in due diligence   protection is unlikely to be on offer unless
more material risks.                      encumbrances, that change of control              may require creativity: completion           a W&I insurance policy is purchased.
                                          consents or retention of title clauses in         accounts are rarely attractive to sellers

           Return to homepage                                                          08                                                     Opportunities in Distressed M&A
Structuring the transaction

                                                                                              “   Buyers may wish to acquire
Typically, a buyer will want to            not be attractive to leave behind all of
structure an acquisition as an asset       the liabilities of the business. Tax tends

                                                                                                  the assets from an insolvency
sale because it can pick and choose the    not to be a primary driver however in
assets that it wishes to acquire and       distressed sales because either the price
can leave behind liabilities, including    being paid for the assets does not give
unknown or contingent liabilities.         rise to a chargeable gain or because losses            practitioner or through a
A “hive-down” or “carve-out” of the        may be available to shield any gain.
assets into a newco, and the purchase
of the shares in the newco, may also       Both buyers and sellers will need to
                                                                                                  formal insolvency process
be attractive to the buyer.                be mindful of insolvency laws when
                                           looking at structuring. Common to the
                                                                                                  in order to eliminate the
These structures also remove some
of the due diligence burden from the
                                           insolvency regimes in most countries
                                           is the risk that a transaction can be
                                                                                                  risk of a transaction being
buyer as its focus can be on the assets
and rights it wants to acquire, their
                                           unwound and assets “clawed back” if
                                           they are transferred at an undervalue
                                                                                                  challenged by creditors after
free transferability and the absence of
liens or other encumbrances over them.
                                           (or are a fraudulent conveyance in the
                                           US parlance) in the period preceding a                 the transaction has taken
                                                                                                  place should the seller become
The tension between buyers and sellers     company becoming insolvent or entering
is clear because selling the shares in a   into a formal insolvency process.
company is usually faster to achieve,      Directors of a distressed company
the documentation commensurately           will be concerned about this as they                   insolvent or enter into an

                                                                                                                       “
simpler and the tax treatment usually      could face personal liability. Buyers
more favourable to the seller, whereas
in an asset sale - particularly so in a
                                           may wish to acquire the assets from
                                           an insolvency practitioner or through
                                                                                                  insolvency process.
complicated carve-out - the seller must    a formal insolvency process in order
identify each and every asset and may      to eliminate the risk of a transaction
need to seek consents to assign or         being challenged by creditors after the
transfer those assets. Similarly, it may   transaction has taken place should the

            Return to homepage                                                           09                       Opportunities in Distressed M&A
“   Similar processes exist in other
seller become insolvent or enter into an     pack, this involves the administrator
insolvency process.                          complying with Statement of Insolvency

                                                                                                  countries, such as the “section
                                             Practice 16 which places obligations on
Pre-packaged administrations (or             the administrator to make disclosures
“pre-packs”) are an often used way to        to creditors, including of the reasons
mitigate claw-back risk as they involve      for the pre-pack and the steps taken to              363 sale” process used in the
the transaction being negotiated             arrive at the purchase price.
with the insolvency practitioner, who
is waiting in the wings pending a            Finally, when it comes to structuring,
                                                                                                  US. Bear in mind however, that
formal appointment, and who then
signs the sale agreement immediately
                                             in any sale process a seller will usually
                                             be seeking maximum deal certainty,
                                                                                                  involving courts or insolvency
upon or shortly after being formally
appointed. In addition to mitigating
                                             and this is particularly the case in
                                             a distressed situation as a looming
                                                                                                  practitioners carries with it
                                                                                                  additional issues.
                                                                                                                     “
claw-back risk, this process carries the     insolvency is a catalyst to a swift
additional benefit of speed and usually      process with no or limited scope for
the preservation of the business as a        a buyer to back out once a deal has
going concern. Similar processes exist       been signed. This will apply to many
in other countries, such as the “section     aspects of the deal documentation
363 sale” process used in the US. Bear in    - from eliminating MAC termination
mind however, that involving courts or       rights to limiting the scope of “gap
insolvency practitioners carries with it     covenants” and no or limited repetition
additional issues. A transaction is likely   of warranties (if indeed any are given).
to need to satisfy a new participant         Ensuring that the business has access
in the transactions - namely the court       to funding throughout any pre-closing
or insolvency practitioner - that the        period will also be essential and buyers
transaction is lawful and/or consistent      may also be called upon to provide that
with their duties. In the case of a pre-     interim funding.

            Return to homepage                                                           10                        Opportunities in Distressed M&A
Warranty protection and W&I insurance
Another feature of distressed M&A             and a deeper understanding of the                  process. However, a new feature of the        acquired and so affording buyers an
transactions is that buyers do                business. Where the sale or restructuring          W&I market is the fully “synthetic” policy,   opportunity to carry out due diligence
not typically get warranties from             provides for management incentivisation,           where the insured interacts directly          will be necessary in auction process if it is
sellers; moreover, if the company             management may even be prepared to                 with the insurer and no warranties are        anticipated that they may seek insurance.
is in a formal insolvency process,            give warranties in such a situation (but           given by the seller or administrator.
administrators do not give warranties.        subject to appropriate limitations on              Instead, a package of warranties are          The W&I insurance market is demand
Even where warranties can be                  liability) although this is probably the           agreed between the buyer and the              driven, however, and we expect to see
obtained, there is often going to be          exception rather than the rule.                    insurer - which can be very attractive to     competition drive down pricing and an
doubt about whether the seller will be                                                           the sellers or to an administrator as it      increase in product offerings and terms
able to stand behind the warranties if        Warranty and indemnity (W&I) insurance             becomes the buyer’s issue and need not        tailored to what the market is demanding.
a claim arises.                               policies have become very common in                involve them. However, these policies         So, for example, whereas blanket Covid-19
                                              M&A transactions but underwriters have             come at a price - they are typically more     exclusions were common at the beginning
Interaction with management - provided        typically not been prepared to offer               expensive than a traditional W&I policy.      of the pandemic, insurers are started to
they retain the confidence of existing        coverage at all, or certainly not extensive        The other limitation is that the insurers     be more pragmatic and entertain more
stakeholders - can assist buyers in getting   coverage, where there has not been a               will nonetheless expect there to be due       bespoke exclusions.
more meaningful due diligence materials       customary due diligence and disclosure             diligence undertaken on the assets being

            Return to homepage                                                              11                                                       Opportunities in Distressed M&A
Anti-embarassment provisions
It is common for sellers to include an    administrator in which the business has           be greater in the Covid-19 recovery phase   risk, there might be scope for a lower
“anti-embarrassment” clause in the        only been subject to a relatively limited         where there could be limited visibility     up-front price and an enhanced anti-
sale documentation: a requirement         marketing exercise or where the business          on when demand may return, and as to        embarrassment payment or a longer
that the buyer makes an additional        or assets have been acquired following a          what the “new normal” will look like.       time period during which the clause
payment for the sale assets if certain    restructuring and where certain creditors         An anti-embarrassment clause will also      applies. An obvious alternative may
trigger events occur - usually the sale   have been forced to accept less than the          give the seller some of the upside that     be a debt-for-equity swap, and this
of the assets or a substantial part       face value of their debt.                         a buyer might otherwise have if it were     could be particularly attractive where
of them within a period after the                                                           to flip the business within a short time    there may be greater confidence in the
distressed sale, typically between        Whilst it is generally the case that a            after the original sale. The intention is   recoverability of the company’s business.
one and three years after closing of      business is likely to be sold at something        not, however, to stop the buyer from
the sale.                                 of a discount to the “market value” to            benefiting from turning around the
                                          reflect the distressed nature of the sale         acquired business but with some of
They are particularly common where        and the lack of contractual protection a          the difficulties referred to above with
there has been a pre-pack sale by an      buyer might receive, this discount may            settling on valuation and of pricing

           Return to homepage                                                          12                                                    Opportunities in Distressed M&A
Regulatory issues in distressed M&A
Foreign investment screening                                                                  Antitrust

Acquiring assets, or even assuming          on them to adopt or strenuously enforce           In the context of distressed M&A               filings, i.e. it is a requirement that the
control or ownership by enforcing           their foreign investment screening                and with the likelihood of sector              deal cannot close unless the requisite
security upon default, may well be a        mechanisms to protect sensitive assets            consolidation as stronger players buy          approval is given or the applicable
triggering event for foreign investment     from foreign takeover during the crisis.          weaker players or weaker players               waiting period has expired (so called
regulatory authorities where the new        Whilst many cross-border transactions             look to survive through mergers,               “standstill obligations”).
owner is ultimately foreign owned.          will still have a high likelihood of being        competition law will also be a key
                                            approved, those in a number of sectors            consideration for many deals.                  This is the case under the EU merger
Prior to Covid-19, there was a clear path   - and not just those where national                                                              control rules but not the UK where, the
towards “de-globalisation” with rising      security may be at issue - may encounter          In cases of extreme financial distress, the    requirement to notify the transaction is
national protectionism and calls for        greater scrutiny and face a prolonged             viability of the distressed business may       voluntary. The European Commission can,
stronger screening of foreign investment    approval process.                                 not allow for a lengthy antitrust review       for example, grant a derogation from
throughout the world. The increasing                                                          process and a number of countries have         the standstill obligations (but not the
scrutiny from CIFIUS and FIRB in the US     Baker McKenzie has a range of tools to            a “failing firm” concept in their merger       requirement for approval) where such
and Australia respectively were already     assist buyers and investors assess the            control rules, allowing for the parties, for   obligations would endanger the viability
getting attention before Covid-19           global regulatory landscape, including its        example, to seek a derogation or waiver        of one of the parties and the transaction
but the coronavirus pandemic has            Foreign Investment Review Evaluation or           from the requirement to wait for merger        would not lead to irreversible harm to
prompted the governments in a number        “FIRE” platform.                                  control clearance before the transaction       competition. Whilst they relatively rare,
of countries to take an even more                                                             closes. Whether or not a derogation            situations where it may be possible to
stringent approach - notably in Europe                                                        is necessary will depend upon the              obtain a derogation include where the
and Canada. For example, in March 2020,                                                       jurisdictions involved and whether the         target is in acute financial distress.
the European Commission published                                                             rules in the relevant jurisdiction impose
guidelines to EU Member States calling                                                        mandatory or “suspensory” merger

           Return to homepage                                                            13                                                        Opportunities in Distressed M&A
A regulatory strategy

Taking the time to understand the
rules and political sensitivities in each
country, and then to identify a clear        Foreign Investment Review Evaluation Tool
regulatory strategy, with appropriate
messaging and communication with
the relevant governmental authorities
                                             Baker McKenzie has a range of tools to assist buyers and investors assess
and regulators from early on in the          the global regulatory landscape, including its Foreign Investment Review
M&A process is advisable as a means
to assess the viability of options that
                                             Evaluation “FIRE” tool.
might be available to a buyer and the
likely timescales for decisions. This will
                                             FIRE is a Baker McKenzie analysis platform which answers 49 detailed
be particularly important in the Covid-19
recovery phase. Early consideration of       questions on foreign investment review regimes in 20 jurisdictions with
the likely remedies that might be offered    more countries being added soon including India, China, Russia and Korea.
up in advance to secure clearances and
approvals is also recommended.               It is updated in real time, provides depth and legal certainty, and to our
                                             knowledge is the only product of its kind on the market.
                                             Click here to read more.

            Return to homepage                                      14                                 Opportunities in Distressed M&A
Our global reach
                                                                                                  Title of Booklet 2

09         Baker McKenzie Offices                                            Title of Booklet 2

     09       Baker McKenzie Offices
                                                            Asia Pacific        Europe, Middle    The Americas
                                                            Bangkok             East & Africa     Bogota
                                                            Beijing             Abu Dhabi         Brasilia**
                                                            Brisbane            Almaty            Buenos Aires
                                                            Hanoi               Amsterdam         Caracas
                                                            Ho Chi Minh         Antwerp           Chicago
                                            Asia Pacific    City
                                                            Europe, Middle   TheBahrain
                                                                                  Americas        Dallas
                                            Bangkok         East &Kong
                                                            Hong    Africa   Bogota
                                                                                Barcelona         Guadalajara
                                            Beijing         Abu Dhabi
                                                            Jakarta          Brasilia**
                                                                                Berlin            Houston
                                            Brisbane        Almaty           Buenos Aires
                                            Hanoi
                                                            Kuala  Lumpur*
                                                            Amsterdam
                                                                                Brussels
                                                                             Caracas
                                                                                                  Juarez
                                            Ho Chi Minh     Manila*
                                                            Antwerp             Budapest
                                                                             Chicago              Lima
                                            City            Melbourne
                                                            Bahrain             Cairo
                                                                             Dallas               Los Angeles
                                            Hong Kong       Seoul
                                                            Barcelona           Casablanca
                                                                             Guadalajara          Mexico City
                                            Jakarta         Shanghai
                                                            Berlin              Doha
                                                                             Houston              Miami
                                            Kuala Lumpur*   Brussels
                                                            Singapore        Juarez
                                                                                Dubai             Monterrey
                                            Manila*         Budapest
                                                            Sydney           Lima
                                                                                Dusseldorf        New York
                                            Melbourne       Cairo            Los Angeles
                                            Seoul
                                                            Taipei
                                                            Casablanca
                                                                                Frankfurt/Main
                                                                             Mexico   City
                                                                                                  Palo Alto
                                            Shanghai        Tokyo
                                                            Doha                Geneva
                                                                             Miami                Porto Alegre**
                                            Singapore       Yangon
                                                            Dubai               Istanbul
                                                                             Monterrey            Rio de Janeiro**
                                            Sydney          Dusseldorf       NewJeddah*
                                                                                   York           San Francisco
                                            Taipei          Frankfurt/Main   Palo Alto
                                                                                Johannesburg      Santiago
                                            Tokyo           Geneva           Porto
                                                                                KyivAlegre**      Sao Paulo**
                                            Yangon          Istanbul         RioLondon
                                                                                 de Janeiro**     Tijuana
                                                            Jeddah*          San Francisco
                                                            Johannesburg        Luxembourg
                                                                             Santiago             Toronto
                                                            Kyiv             SaoMadrid
                                                                                  Paulo**         Valencia
                                                            London              Milan
                                                                             Tijuana              Washington, DC
                                                            Luxembourg          Moscow
                                                                             Toronto              * Associated
                                                            Madrid           Valencia
                                                                                Munich               Firm
                                                            Milan            Washington,
                                                                                Paris      DC     ** In cooperation
                                                            Moscow           * Associated
                                                                                Prague               with Trench,
                                                            Munich              Firm
                                                            Paris               Riyadh*
                                                                             ** In cooperation       Rossi e
                                                            Prague              Rome
                                                                                with Trench,         Watanabe
                                                            Riyadh*             St. Petersburg
                                                                                Rossi  e             Advogados
                                                            Rome                Stockholm
                                                                                Watanabe
                                                            St. Petersburg      Advogados
                                                                                Vienna
                                                            Stockholm           Warsaw
                                                            Vienna
                                                            Warsaw
                                                                                Zurich
                                                            Zurich

 78 Baker McKenzie offices worldwide

      Return to homepage               15                    Opportunities in Distressed M&A
Leading and closing three deals a day
We are a transactional powerhouse providing commercially-focused, end to end legal advice to
maximize deal certainty and secure the intended value of transactions. Our 2,500 lawyers combine
money market sophistication with local market excellence. We lead on major transactions with
expertise spanning banking and finance, capital markets, corporate finance, funds, M&A, private
equity and projects. The combination of deep sector expertise, and our ability to work seamlessly
across each of the countries where we operate, means we add unique value in shaping, negotiating
and closing the deal.

bakermckenzie.com/transactional

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