How to Execute Distressed M&A

Mimi Wu, Partner at Sullivan & Cromwell

When a company is struggling financially, M&A can be a lifeline—but navigating distressed deals is a whole different game. In this episode of the M&A Science Podcast, Mimi Wu, Partner at Sullivan & Cromwell, breaks down how Chapter 11 bankruptcy, 363 sales, and creditor negotiations come into play when businesses are in distress.

Mimi has worked on some of the biggest restructuring cases, including FTX and Silicon Valley Bank, and she's here to explain how distressed M&A really works—without the legal jargon. Whether you're an investor, a corporate executive, or just curious about how companies handle financial trouble, this episode is packed with insights.

Things you will learn:

• What is Chapter 11? – How bankruptcy protects businesses and gives them time to reorganize

• The Power of a 363 Sale – Why buyers love these deals and how they can acquire assets "free and clear"

• Negotiating with Creditors – What happens when companies can't pay their debts, and the options they have

• Finding Deals in Bankruptcy – How investors and buyers can identify distressed M&A opportunities before they hit the auction stage

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Trailer Timestamps:

• [00:03:01] – What is Distressed M&A? Key Differences from Traditional M&A

• [00:05:32] – Chapter 11 Bankruptcy: How It Works and When to Use It

• [00:06:30] – 363 Asset Sales: Selling a Business in Bankruptcy

• [00:09:11] – Why Companies File for Bankruptcy: Common Triggers

• [00:10:36] – The Automatic Stay: Protecting Companies During Bankruptcy

• [00:14:00] – Alternatives to Bankruptcy: Negotiating with Creditors & Raising Capital

• [00:18:30] – How the Bankruptcy Sale Process Works: Auctions & Market Checks

• [00:20:41] – Credit Bidding & How Creditors Influence the Sale

• [00:24:02] – The 363 Auction Process: How Bidding Works

• [00:26:39] – Stalking Horse Bids: What They Are & How They Work

• [00:29:30] – How Sale Proceeds Are Distributed Among Creditors

• [00:33:00] – Case Study: Carrier & Ketafenol Bankruptcy Sale

• [00:39:35] – Finding Distressed M&A Opportunities: Buyer Strategies

• [00:42:00] – The Craziest Thing Mimi in Distressed M&A