Restructuring, Insolvency and Turnaround Services

Who are we?

• Restructuring Legal Team (part of the Banking and Restructuring Group within Muckle LLP) of seven qualified solicitors headed by Louise Duffy: five pure banking lawyers and two pure restructuring lawyers

Who we are: Andrew Cawkwell

• Andrew Cawkwell is a Restructuring Partner and Certified Turnaround Professional. Andrew heads the Restructuring legal team within Muckle LLP

• He joined Muckle LLP in February 2011• 12 years experience of all aspects of restructuring, insolvency and

Turnaround and consistently ranked year on year by Chambers and Partners as a leader in his field

• Expert in business restructuring and turnaround work• Member of the Association of British Recovery Professionals (R3),

Turnaround Management Association and European Association of Certified Turnaround Professionals

• Andrew is a national board director of the Turnaround Management Association (UK)

Who we are: Kelly Jordan

• Kelly Jordan joined Muckle LLP in January 2013 from Eversheds LLP• Nine years experience as a qualified solicitor• Seven years experience specialising all aspects of restructuring and insolvency• Expert in bank instructed advisory work• Six month secondment to RBS Global Restructuring Group in 2012• Kelly is a member of The Association of Business Recovery

Professionals (R3) and a member of R3’s national council

What makes us different?

• Our advisory focus is on restructuring and turnaround, rather than the “traditional” insolvency focus

• We have an extensive network of trusted advisory partners who support us to delivery innovative and creative restructuring solutions for our clients

• Andrew Cawkwell’s extensive involvement with the turnaround and distressed investment community and dual qualification as a Certified Turnaround Professional

• Kelly Jordan’s in-depth experience, knowledge and understanding of financial institutions’ requirements of customers in financial distress

• Breadth and depth of knowledge• Awards won

Awards won

Corporate International Legal Awards Winner 2013

Corporate International Global Awards Winner 2014

Finance Monthly – Turnaround Management Firm of the Year 2015

Who do we act for?

• Business owners / directors / professional services advisers (accountants, banks, IPs) creditors and investors

• Dispute resolution, restructuring and reorganisation, distressed business sales and acquisitions

• Creation of investment opportunities (and the provision of business turnaround services) through close relationships with London based distressed investment funds such as R Capital, TNUI Capital and Agathos LLP

What we do

• Any business facing significant financial and operational challenges can resolve their issues quickly and effectively by engaging our services

• Perception exists that banks are typically in control when a business enters into difficulty

• Customers engage an accountant (usually at the request of the Bank) to carry out a review to assist the Bank determine the value of their security and how much support they should provide the business. This approach naturally limits the opportunity to explore a range of potential strategies to take the business forward as customers are not themselves driving the process

What we do

• As a result of Andrew’s extensive experience in the turnaround and distressed investments community, he has become the UK’s first practising solicitor to become dually qualified as a Certified Turnaround Professional. This means he is able to provide advice on not just the legal position, but a range of other turnaround and financial matters relevant to helping businesses in difficulty

• Other lawyers in the corporate or banking field will usually approach business issues as a set of legal problems, requiring legal solutions. Andrew seeks broader solutions to problems, whether these are legal, financial or otherwise. The breadth of skills, expertise and contacts at Muckle LLP means we can help businesses take control earlier and devise their own strategies for survival and moving forward. If the directors drive the process they retain control of the strategy and give their bank greater confidence for a positive outcome

Our specialisms

• Turnaround, Restructuring and other company rescue procedures, Administrations, Administrative Receiverships, LPA Receiverships, Liquidations, Provisional Liquidations and Company Voluntary Arrangements

• Pre-pack administration sales and purchases • Informal Reorganisations• Negotiating with Funders• Advice to directors on their duties in particular

during the twilight period • Officeholders' powers and duties under the Insolvency Act 1986• Finding distressed venture capital and debt finance• Refinancing • Section 110 Insolvency Act 1986 Schemes and other solvent reorganisations

Situation Support

Stakeholders

• liaising with banking and venture capital firms

• creditors• employee and trade unions• bank facility letters and

security: • assessment of value

of security, covenant breaches, events of default

• finance opportunities• security• employment protection

insurance/TUPE advice and consultation and redundancy schemes

Situation Management

• directors’ duties• restructuring and

reorganisations:• ownership, assets,

operations• incoming investors• dispute resolution• debt recovery• formal insolvency

processes

Distressed Asset Management

• acquisition of distressed businesses

• securing turnaround finance, distressed funds/accelerated M&A advisors

Case studies

The rescue and restructure of Darlington Football Club

• PROBLEM: Muckle LLP became involved very early with the rescue of the football club following it entering into administration on 3 January 2012. We advised the Darlington Football Club Rescue Group and Darlington 1883 Limited on various options. We employed project management skills and communication skills at the highest level to manage the key stakeholders involved, which included the former chairman of the football club, the administrators, the local MP, the leader of the council, the editor of the local newspaper, key representatives from the various fan-groups, the football association and others.

• SOLUTION: The fan led group which bought the business and assets of the football club deployed an innovative scheme using crowd-funding as an opportunity to enable the local community of Darlington to raise funds of in excess of £300,000 in approximately 14 days. We also developed a very innovative concept of using a community interest company to work in parallel with the football club to deliver maximum community impact. A successful rescue was achieved and a deal to purchase the business and assets from administrators completed on 3 May 2012 (approximately five months after our involvement started).

Case Studies

The divestment of a precision engineering business by an entrepreneurial investor

• PROBLEM: We were approached by an entrepreneurial investor who had injected over £1m of funds into a manufacturing business which was secured by a debenture (which pre-dated the Enterprise Act 2002 coming into force on 15 September 2003). The business had consistently traded poorly and there was a requirement for further cash from the investor to stabilise cash flow. The investor was unwilling to compound his losses and wished to unwind his position.

• SOLUTION: We were able to quickly implement an appointment of an administrative receiver who sold the business under a pre-pack receivership sale to a local competitor. This resulted in the vast majority of the employees' jobs being saved and a mechanism being implemented to enable our client to have a significant element of his investment repaid through the realisation of assets.

Case Studies

Contracting business in financial distress

• PROBLEM: A business had encountered significant and substantial losses which its bankers were unaware of. The business was run by a sole director and stress and anxiety levels were intolerable.

• SOLUTION: We were asked by one of the 'Big 4' accounting practices (advising the Bank) to assist the sole director by engaging as the company's lawyers during a period of ongoing trading which was needed to allow book debts to be collected. It was a very difficult period for the director which involved juggling limited cash flow and director’s duties (and our support was an integral piece of the jigsaw which made the ongoing trade deliver the successful outcome sought).

Case Studies

Property developers in a consensual work out with the bank

• PROBLEM: We advised a significant high net worth individual who had negotiated a consensual "work-out" arrangement with his bankers. The bankers had been prepared to work towards the disposal of property assets charged to the bank to ensure that as much of the bank debt could be repaid as possible. The individual ran into difficulties when it came to devising and implementing the exit route for the company following the last property sale. The bank's preferred route was liquidation which had significant adverse implications for the directors' overdrawn loan account and reputationally.

• SOLUTION: We provided advice and assistance to enable an exit route by implementing a Company Voluntary Arrangement which helped the director to avoid the adverse implications.

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What do people say about us?

• What the team is known for Increasing presence in the regional market. Recognised for expertise in corporate restructuring advice. Particular focus on advising directors whose businesses are facing financial difficulties

• StrengthsIndustry knowledge:

“...absolutely brilliant, they can handle it when projects get complicated and they impress on technical details..."

• Work highlights Advised on the high-profile community rescue of Darlington FC following the club entering into administration, resulting in a deal to purchase the business and assets from the administrators

• Instructed by the directors of Stephenson Clarke Shipping in relation to the winding down of the company. This involved advising in relation to the sale of assets, provisions for unsecured creditors, pension liabilities and directors' duties

What do people say about us?

• Notable practitioners Andrew Cawkwell focuses his practice on corporate turnaround and company rescue work. Sources say he is "straight-talking and forthright and offers clear, precise and articulate guidance," and is "very agile in the solutions that he provides." Clients praise his ability to produce "straight and clear responses" as well as his capacity to handle complex cases

• Significant clientsTait Walker, RSM Tenon, Rowlands, Deloitte, North Point

For further information

Further information, insolvency contacts and lively discussion can be found on our LinkedIn group – just search for Insolvency and Turnaround Community

Andrew Cawkwell is a regular industry tweeter and can be followed via @companyrescue – you can also follow @mucklellp for law updates and general news

We can be reached via:

andrew.cawkwell@muckle-llp.com 0191 2117957 07776 208 244 kelly.jordan@muckle-llp.com 0191 2117899 07711 003 800