Advisory

Corporate Finance & Restructuring

Armanino’s restructuring experts have served as trusted advisors to companies in challenged and distressed situations for over 30 years. We work on behalf of stakeholders in companies facing a range of issues, from loss of strategic momentum to financial crisis. We are retained by lenders, investors, creditors, boards of directors and executive management of financially distressed companies. Our veteran team helps clients understand their options, prioritize them and drive toward the most attractive scenario while preparing for downside eventualities. We can act as advisors but also as operators, taking an active role in the restructuring effort.

Overview

Chief Restructuring Officer

Armanino is often retained effectively as the Chief Restructuring Officer (CRO), serving as the restructuring expert for the board, creditors, management and shareholders. We work closely with the management team and Board to craft the best possible plan and engagement for our clients.


Advisory Restructuring Services Turnaround
Turnaround Services
Our veteran team has provided restructuring guidance and support to technology companies since 1987.
Advisory Restructuring Services Liquidations
Managing Liquidations
A managed liquidation may be a better option for a company than bankruptcy.
Advisory Restructuring Wind Down Services
Wind Down Specialists
Firms often need assistance both in planning and managing a wind down of the business to its full conclusion.
Advisory Restructuring Services Asset Sales
Asset Sale Experts
We can maximize your value through a unique sales process that is fast and effective.
Advisory Restructuring Services Bankruptcy
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.
Advisory Restructuring Services Shareholder Rep
Shareholder Rep
Once an M&A is completed, the acquiring company typically does not want to deal with multiple selling shareholders.

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.


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 an 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.


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.

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 completed the valuations is instrumental in the  Auction90™ process. For most IP or asset sales Armanino is well positioned to deliver maximum value.



We are Operational Shareholder Reps

As Shareholder Reps, we are very operationally oriented. Each of our senior advisors has a minimum of 10 years’ experience at the CEO/COO/CFO level within public and private technology companies. So we are very comfortable working with the acquiring company to understand and resolve any potential claims that they wish to assert against working capital (post-close), future cash payments which may or not be from an escrow account, or earn-outs.

We have been in the shoes of a selling shareholder many times, and know how difficult it can be to manage these claims. Having a business person reviewing the matter, rather than an attorney, allows the acquiring company and the selling shareholder representative to hold business discussions prior to any legal matters regarding claims. This has traditionally facilitated much smoother fund flows from the acquiring company to the selling shareholders.

Our Shareholder Representation Process

As a result of being a party to the M&A process, we receive information rights to the transaction, and collect and review required materials. We review milestones and achievements to protect shareholders from unwarranted claims.

In many situations, an acquiring company makes enough changes to the acquired product that they try to assert they are not selling/using the acquired technology, and therefore do not owe, or drastically reduce, potential earn-outs to the selling shareholders. We will work with the acquiring company to understand their position, and negotiate for the best outcome achievable for shareholders.

Managing Claims Made Against Future Cash Payments

As recently as 10-15 years ago, claims against future cash payment from an acquiring company were very infrequent. Today, the majority of transactions have claims made against future cash payments. Our job is to maximize the cash flow to the selling shareholders.

The Armanino Difference—Shareholder Services Experts

Having a selling shareholder representative who reviews transactions from a business perspective is vital to assuring maximum payout of future cash to the shareholders from the acquiring company. Armanino has such experience.

Armanino is unique among shareholder representation firms because its shareholder rep team consists exclusively of proven C-level executives with extensive operational and business experience with the issues and challenges that arise during a post-closing period. Because of its operational level focus, Armanino is able to minimize the number of costly legal disputes in its engagements.


Experts
Nicolas B. Hernandez - Senior Manager, Consulting - San Ramon CA | Armanino
Senior Manager
Nicolas is a dynamic, senior-level professional with over 15 years of diverse experience in restructuring services, cor...
Michael Hogan - Managing Director, Consulting | Armanino
Managing Director

Michael leads the firm’s Corporate Finance and Restructuring practices. An accomplished senior-level executive with...

Alex van Dillen - Director | Armanino
Director
Alex van Dillen is a Director in the Corporate Finance and Restructuring practices.
Resources
Blog articles
Article
Effective February 1, 2020, charitable organizations whose annual revenue is under $50,000 must file a new form along w...
Need to Talk?

We're Here For You

If you have any questions or just want to reach out to one of our experts, use the form and we'll get back to you promptly.