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Restructuring Services

Overview

In June 2017, Armanino added The Brenner Group® to expand our services helping companies throughout the West and Southwest United States. The Restructuring team is among the regions most experienced restructuring specialists on behalf of investors, creditors, boards, and executive management of financially distressed technology companies. Armanino's restructuring services help clients better understand their options, prioritize them, and drive toward the most attractive scenario while preparing for downside eventualities. We can assume an active role in the restructuring effort, based on the depth of our team and nearly 30 years’ experience.

Armanino is often retained as an advisor, manager or the Chief Restructuring Officer (CRO), serving as the restructuring expert for the board, creditors, management, and shareholders. We work closely with the management team, the Board, and other parties in interest to craft the best possible plan and engagement for our clients. Our practice extends across all industries, including Technology, Life Sciences, Manufacturing, Distribution, Healthcare and Retail.

Turnaround Services

Many technology companies face restructuring challenges as they evolve. Restructuring options for venture-backed technology companies are unique and often result in a distinctive turnaround plan, such as a restart or a recapitalization. Armanino has a veteran team and has provided restructuring guidance and support to technology companies since 1987.

Managing Liquidations

managed liquidation may be a better option for a company than bankruptcy. We have experience with out-of-court business terminations as well as the Assignment for Benefit of Creditors (“ABC”) for financially distressed technology companies. We provide the operating manpower to ensure the company is properly managed through the entire liquidation process.

Wind Down Specialists

A firm that is contemplating or already in the process of executing a Plan of Liquidation often needs assistance both in planning and managing a wind down of the business to its full conclusion. Since this can often take one or two years, boards and management rely on Armanino to ensure compliance and minimize their liability.

Asset Sale Experts

When your company decides to sell assets, we can maximize your value through a unique sales process that is fast and effective. Learn more about asset sales for technology companies.

Bankruptcy Advisors

As bankruptcy advisors, we can act as part of or in lieu of the management team, either before or after the actual filing of Chapter 7 or 11. We can serve specialized roles for creditors, boards, investors, and executive management.

Turnarounds

Armanino has completed numerous turnarounds, restarts, and recapitalizations of financially distressed technology companies since 1987.

Our restructuring experts provide guidance on turnaround options, and strategic assistance in crafting a successful turnaround plan. Typical tasks then include rebuilding your capital structure, closing a new financing round, managing cash flow, and negotiating and settling unwieldy liabilities. Armanino provides the operating horsepower to ensure technology companies have proper crisis management support during this time.

 

Strategic Analysis

Armanino plays a significant role in the analysis stage of the turnaround, and takes into account different stakeholder interests: creditors, equity holders, board of directors, management and employees, as well as customers and suppliers.

The analysis will test the Company’s assumptions regarding the technology/product development status and timing, market share and competitive landscape, management and workforce productivity, as well as other factors.

Turnaround Game Plan

Armanino can help assess available options, select the strategy for turnaround, identify potential assets that can be sold, and negotiate with creditors and investors. We are often retained as a Chief Restructuring Officer or a part-time or full-time Chief Financial Officer to serve as a turnaround advisor and guide the client through the entire restructuring process.

Turnaround Implementation

Armanino has the experience and qualifications to carry out a turnaround strategy from beginning to end.

We perform financial analysis for a recap and help raise capital, turn over sales and finance functions, as well as provide specific transaction support in asset sales or liquidations.

Crisis Management

We are equipped with CFOs, Controllers, and VPs of Finance to provide crisis management support in turnaround and restart situations.

Armanino's consultants each have 20+ years of finance and accounting experience across every major tech sector, including significant restructuring and turnaround work in Silicon Valley.

Liquidations

Armanino is among Silicon Valley’s most experienced liquidation specialists for creditors, boards, investors and executive management of financially distressed technology companies. Liquidations include managed, out-of-court business terminations as well as an Assignment for Benefit of Creditors (“ABC”), a recognized liquidation path governed by state instead of federal bankruptcy law.

 

Managed liquidations are the preferred path

Managed liquidations are an option for distressed companies whose assets exceed or are approximately equal to their liabilities. These companies have the luxury of terminating their operations, selling assets, negotiating satisfactory settlements with secured and unsecured creditors, distributing any excess funds to investors, and winding down the company in an orderly fashion, all outside of bankruptcy court.

This is the fastest and least expensive approach to a business termination, and the most desirable option for investors and management. Armanino has extensive experience in both managing these liquidations as well as monetizing assets through our Asset Sale process.

Assignment for Benefit of Creditors (ABC): A proven business termination path for insolvent companies

An ABC is an established, state-sanctioned methodology and process for liquidating a company that is insolvent without undergoing the delays, costs, and constraints of bankruptcy. Companies electing an ABC as the strategy for termination select an Assignee and enter into an agreement whereby the Assignee assumes control over the company’s assets and liabilities, and then executes a complete liquidation by selling assets and satisfying creditors.

Armanino is expert at acting as the Assignee in an ABC. Management and investors are relieved of the cost and liability of liquidating the company themselves and results are typically achieved in less time than through a formal bankruptcy petition.

The Armanino difference—qualified and committed

We provide the operating manpower to ensure the company is properly managed through the entire liquidation process. Armanino can help assess available options, select the strategy for liquidating, identify potential assets that can be sold, negotiate with creditors, manage the mechanics of the asset sale and wind down, and make distributions to the creditors and shareholders. We work side-by-side with and complement insolvency and/or company counsel.

Because technology companies rarely include senior staff with liquidation and wind down expertise, it is prudent for distressed technology companies to retain Armanino. We have the necessary experience and are uniquely qualified to advise on liquidation options and to lead any scenario through to its full conclusion, which can often take from one to two years.

Wind Downs

Armanino has completed numerous wind downs of financially distressed technology companies since 1987. Our typical wind down client is contemplating or already in the process of executing a Plan of Liquidation and needs assistance completing the necessary steps for a thorough and orderly business termination.

 

Ensure compliance and minimize liability

Management teams and boards prefer to leave the details of a wind down to a professional team such as Armanino to ensure compliance and to minimize their liability. Based on many years of experience, Armanino has assembled an experienced team and developed a custom wind down checklist which allows us to efficiently execute and complete a Plan of Liquidation.

We lead the wind down process

Armanino provides the operating manpower to ensure the client is properly managed through the entire process. We will champion the wind down process including facilities shutdown; employee terminations; necessary state, local, and federal filings; vendor notifications; records retention; managing a potential asset sale; and making distributions, if any, to the creditors and shareholders. We work side-by-side with and complement company and/or insolvency counsel.

The Armanino difference—total commitment to each wind down

Because our clients rarely include senior staff with wind down expertise, it is prudent for distressed technology companies to retain Armanino. We have the necessary experience and are uniquely qualified to advise on a wind down plan, and to lead any wind down through to its full conclusion, which because of creditor issues, earn out requirements, or tax matters can often take one or two years.

During that time we become the contact of record for any constituent who needs help and assistance, so the board and management team can rest assured the wind down will be complete and thorough.

Asset Sales

Armanino is among Silicon Valley’s most experienced financial advisory firms for technology companies that seek to monetize assets including patents and intellectual property (IP). Our professionals have extensive histories and experience with small and mid-cap technology companies, and we have conducted numerous transactions since our founding in 1987.

 

Our unique auction process delivers faster, higher-value asset sales

Armanino has developed and perfected our Auction90™ asset sale process, designed to complete a competitive auction for identified company assets and IP within 90-120 days from engagement. The process is fast and effective at concluding a transaction and maximizing value because it is highly structured and creates a sense of urgency for buyers that otherwise would be lacking in a typical asset sale.

The Armanino difference—asset sale specialists

Armanino has done more than 800 technology company valuations and is the best Silicon Valley resource for understanding technology assets, valuing them, and then articulating that value to potential buyers. The same team of finance professionals that has completed the valuations is instrumental in the Auction90 process. For most IP or asset sales Armanino is well positioned to deliver maximum value.

Clients & Case Studies

Armanino is among Silicon Valley’s most experienced restructuring specialists for investors, creditors, boards, and executive management of financially distressed technology companies. Some of our restructuring clients are listed below:

 

List of Restructuring Clients
Client Industry
Affymax Biopharma
KaloBio Biopharma
Greenvolts Clean Tech-Solar
Mary Green Enterprises Ecommerce-Consumer Goods
Minno Ecommerce-Consumer Goods
PartMiner Electronics Distribution
Tradenable Financial Services
Cambrian Genomics Gene Sequencing
Powervation Infrastructure
Lasselle Ramsay Marketing Services
Pavad Medical Medical Device
C9 Edge SaaS
Axon Photonics Semiconductor
Secret Social Media
QuantumShift Comm Software-Communications
Tunari Software-Enterprise
SGN Software-Games
CareInsynch Software-Medical
Airshop Ventures Transportation
Thync Wearable Technology
Case Study – Affymax, Inc. (biopharma)

Affymax, Inc. (NASDAQ:AFFY) was a public biopharma company with a single drug, OMONTYS, that aided blood thinning problems experienced by dialysis patients. The company had been public for a year and was growing rapidly until a series of sudden patient deaths caused the company to voluntarily remove the drug from the market, pending a full investigation in concert with the FDA.

Because the drug was its only source of revenue, the company was forced into a significant restructure to survive long enough for the investigation to finish and hopefully receive FDA approval to re-introduce the drug. The company’s cash position was marginally insolvent given all its obligations, and the company was quickly beset by multiple shareholder class action lawsuits, which were expected to be expensive and prolonged.

The company retained Armanino to act as Chief Restructure Officer reporting to the Board, and during the next three months our restructure team accomplished the following:

  • Resized the company from 200+ employees to 4
  • Relocated the company from a sprawling three building campus in Palo Alto to a 1,000 square foot office in Cupertino securing full termination of its long term facilities leases
  • Conducted an auction of the company’s physical assets yielding over $1M in cash
  • Negotiated settlement with the company’s 100+ creditors saving over $4M
  • Took responsibility for the company’s finance and accounting department, including all SEC compliance items, and managed the company’s audit and SEC requirements
  • Managed the company thorough a NASDAQ delisting process, once the company’s assets and revenues dropped below minimally acceptable levels
  • Worked with counsel and insurance providers to ensure proper coverage was maintained and coverage consideration was optimized to offset legal expenses
  • Successfully managed the company’s cash and reduced its liabilities and burn rate to allow it to survive almost indefinitely

Once the company was successfully restructured, the Armanino team took on Officer and Director roles to manage the inactive but solvent company through the FDA investigation and open litigation, which was ultimately settled. Should the FDA investigation permit re-release of the drug, Armanino would work with the Board to manage the restart of the company by seeking fresh capital and turning the company over to a new management team.

Unfortunately, the results of the FDA investigation were inconclusive, which precluded re-release approval from the FDA. At that point, the company had few good options and the Board elected to solicit M&A or takeover bids from select third parties. Approximately 18 months after the engagement began, the Board and shareholders agreed to give control of the company to an investor group who took over, replaced the Board with their own slate, and continues to control the company today.

Case Study – QuantumShift Communications, Inc. (software-communications)

Armanino was engaged to assist this software and communications services provider in restructuring its operations. In cooperation with QS management, all liabilities and debt were recorded, and operations revamped. Substantial debt workout plans were established with creditors and the operation was able to downsize its facilities costs through return of space to its property owner.

Eventually the company ran out of cash and sold off its software assets to one firm, and its communications services business to another for nominal values. Armanino was retained to manage the shell corporation through termination, including the company’s transition of assets to the two firms purchasing the assets of the company.

To effect the termination plan, an Armanino professional became CEO of QS and two additional professionals were assigned CFO and Controller duties. From the beginning, major issues arose, including a scarcity of cash to effect the termination and vendor settlements, and continued issues with the condition of records and liabilities not on the books. Despite that, QS was successfully terminated without additional infusion of shareholder cash.

Case Study – KaloBios, Inc. (biopharma)

A CFO and a Controller from Armanino were engaged by this early-stage public biopharma company to assist the board and shareholders in managing the company through a Chapter 11 debtor in possession bankruptcy.

The team worked with insolvency counsel, interfaced with the trustee, and represented the company on numerous occasions in bankruptcy court in Delaware to provide senior finance and accounting support through the Chapter 11 process. In addition, the team provided operational support for the company as it reorganized, relocated, and restarted with fresh capital and newly acquired drug technology under court supervision.

Case Study – GreenVolts, Inc. (clean tech)

GreenVolts was a promising solar technology company backed by a leading Washington DC clean tech VC investor. Despite unique software and hardware solutions for commercial-grade solar installations and a growing customer base, the company ran out of money and failed to secure new investor support and follow-on financing.

In the face of its insolvency, GreenVolts elected to enter into an ABC (Assignment for the Benefit of Creditors) approved by its board and shareholders, and retained Armanino as Assignee to then wind down the corporate shell.

Per California statute, the ABC was executed in an orderly fashion, with Armanino successfully performing an auction of IP to two buyers, and subsequently managing the wind down of the corporate shell. The engagement was complicated only by the presence of a resident office in China, which local authorities made very difficult and expensive to shut down.

Case Study – Axon Photonics, Inc. (semiconductor)

The Board of Directors of Axon, confronted with a number of lawsuits and major issues between the board and management, elected to file Chapter 7 bankruptcy. Axon operated several semiconductor foundries in which millions of dollars had been invested.

Armanino was hired to assist insolvency counsel in the preparation of bankruptcy petition documents and be the company representative to the appointed bankruptcy trustee once the Chapter 7 petition was approved.

The Armanino team supervised the creation of the documents needed for the bankruptcy filing, inspected company facilities, obtained keys and other assets of the company, and with the assistance of Murray and Murray Law, filed the bankruptcy petition. This was a difficult engagement due to very poorly maintained accounting records.

Case Study – Secret, Inc. (social media)

Secret was a high profile social media site that raised significant institutional capital. Unfortunately, the founders and board were dissatisfied with the direction of the company’s evolution and elected to shut down the site, wind down the company, resolve all creditor claims, and return unused capital to investors.

Having received shareholder approval to do so, the company retained Armanino to take on officer and director roles and manage the orderly wind down of the company.

In accordance with Delaware statute, Armanino executed the wind down, communicated with all creditors, settled all open and approved claims, filed all the required dissolution paperwork and final taxes, and ultimately distributed $13M to the investors.

Case Study – PartMiner Worldwide, Inc. (electronics)

PartMiner Worldwide (PMWW) was a large global distributor of electronic components incorporated in New York and headquartered in Denver. The board and shareholders approved an asset sale to a competing distributor and retained Armanino to manage the asset sale transition, escrow, and to perform an orderly wind down.

The Armanino team took on officer and director roles, and became the Shareholder Rep. After the successful transition of assets and operations in which the company recovered 100% of the escrow amount, Armanino completed the wind down of the remaining corporate shell.

The process took several years as PMWW had legal entities in multiple U.S. and international jurisdictions, each requiring individual wind down attention. The long poles in the tent were India and China, where the company had WOFEs (wholly owned foreign entity), and their orderly shutdown proved extremely difficult due to the unpredictability of local authorities.

Case Study – Tradenable, Inc. (software)

Tradenable was an Internet escrow provider focused on escrows for eBay transactions. This firm was turned over to Armanino for liquidation, with board and shareholder approval, after heavy losses and a lack of funding. Following the turnover, Armanio professionals assumed the roles of CEO, CFO and Controller respectively in the wind down company.

Tradenable had substantial physical assets, so an auction of these assets by Dovebid was arranged, resulting in a substantial cash recovery. A large number of unsettled escrow disputes were turned over to Armanino with the business termination. Funds for these escrows were held in a separate bank account awaiting settlement by the underlying parties to the transactions. Considerable effort was required to nudge these parties to settlement, including taking one escrow to arbitration.

Case Study – Peerant, Inc. (enterprise software)

Armanino was engaged by the board and shareholders to liquidate the assets of this software services company and manage the entity’s orderly wind down process to conclusion. One of the investors in the UK had an interest in acquiring the technology for a vertical integration of their business. To be sure that all shareholders were being fairly treated, a complete, transparent and arm’s length auction was managed to sell the company’s assets, including the intellectual property.

Once the prospective buyers were identified, the Armanino team managed the process of contacting them and getting bidders for the auction. From beginning to end, the process of the auction took about 90 days, and all shareholders were pleased with the outcome.

At the conclusion of the auction, Armanino managed the final settlement of all outstanding liabilities and distributed the remaining balance to shareholders. All the necessary dissolution documents and final tax returns were filed in CA and with the IRS, which completed the engagement.

Our Team

Practice Leaders

Michael Hogan

Managing Director


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