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Stalking Horse Loses Acquisition Bid Over Value of Proposed PPP Loan Assumption

M&A Stories November 17, 2020 Introduction A financially distressed company often ends up selling its business in bankruptcy. The sale is conducted in an auction based upon a negotiated asset purchase agreement with a stalking horse. The deal The bankrupt

Posted in bankruptcy sale, distressed business acquisitions, PPP loan assumption, Section 363 sale Tagged with: ,

Bankruptcy Court Approves 363 Sale of Business to Buyer Connected to Seller Insiders

May 1, 2020 Introduction A buyer of a distressed business often prefers to accomplish the transaction through the bankruptcy courts under a Bankruptcy Code Section 363 acquisition. One reason for this is that the buyer can generally purchase the assets

Posted in buyer connected to seller insiders, distressed business acquisitions, Section 363 sale Tagged with: ,

CA Bankruptcy Court Approves Sale of Business Free of Successor Liability

April 30, 2020 Introduction One risk in buying the assets of a business is the risk that the buyer may be sued by one of the seller’s creditors under a theory of successor liability. This risk is heightened if the

Posted in bankruptcy sale, distressed business acquisitions, Section 363 sale, successor liability Tagged with: , ,

Bankruptcy Court’s 363 Sale Order Binds Buyer Who Then Declined to Sign APA

March 11, 2020 Introduction There can be many advantages to buying a distressed business in a 363 bankruptcy sale, including purchasing the business assets free and clear of seller’s liabilities. However, a 363 purchase has some unique features: including the

Posted in bankruptcy sale, distressed business acquisitions, sales order, Section 363 sale Tagged with: ,

Insolvent Nonprofit Hospital’s 363(f) Sale Was Free of a $305 Million Cost Imposed by CA AG

Introduction The sale of the assets of a nonprofit hospital in California requires the permission of the state’s attorney general. The deal This deal involves the Bankruptcy Code Section 363(f) sale of four California nonprofit hospitals in bankruptcy for $610

Posted in bankruptcy sale, distressed business acquisitions, Section 363 sale, state approval of nonprofit hospital Tagged with: , ,

Buyer’s Section 363 Purchase of Bankrupt Hospital Assets Is Free of Medi-Cal Liabilities

Introduction A principal reason for buying the assets of a distressed business out bankruptcy is to purchase the assets free and clear of liabilities under Bankruptcy Code Section 363. The deal In this case the buyer agreed to purchase the

Posted in bankruptcy sale, distressed business acquisitions, executory contracts, Medi-Cal provider agreements, Section 363 sale Tagged with:

CA Court of Appeals Dissent Invites CA High Court to Clarify 363(f) Asset Sales with Alad Product Liability Claims

Introduction A buyer of a manufacturer, distributor or retailer of products out of bankruptcy expects that it can acquire the business free and clear of product liability claims under section 363(f) of the bankruptcy code. The deal This case involved

Posted in bankruptcy sale, distressed business acquisitions, product line exception, sale of product line, Section 363 sale, successor liability Tagged with: , , , ,

Bankruptcy Court Permits 363(f) Sale of Business Free of Pension Claim

Introduction A pension plan unsuccessfully tried to stop a company from selling a business to a buyer in a 363(f) (3) sale free and clear of the seller’s pension fund liability. The deal The seller was engaged in environmental and

Posted in asset purchase agreement, bankruptcy sale, distressed business acquisitions, federal multiemployer pension plan withdrawal liability, Section 363 sale, successor liability Tagged with: , , , , ,

Investment banker succeeds in getting its transaction fee approved in chapter 11 asset sale in face of trustee/creditor push back

Investment Banker provides a broad range of services including investment banking services to financially distressed companies. In 2017, Seller, a celebrity chef owned small restaurant chain, retained Investment Banker as its investment banker to assist with a recapitalization or a

Posted in approval of investment banking fee, bankruptcy sale, distressed business acquisitions, investment banker/business broker

Buyer does not acquire patent license agreement from chapter 7 bankruptcy trustee

This case involved the purchase of a patent license agreement out of bankruptcy of several related companies. For purposes of illustration the facts have been modified by describing the sale out of bankruptcy of a patent license agreement from just

Posted in bankruptcy sale, distressed business acquisitions, executory contracts

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