NDRS Recapitalization & Plan Sponsor Desk
Chapter 11 • Plan Sponsorship • Control Recapitalizations

Control Recapitalizations for Distressed Operating Companies and Income-Producing Real Estate.

NDRS evaluates Chapter 11 and pre-bankruptcy situations for sponsor-led recapitalizations, change-of-control transactions, and plan sponsorship. Our focus is on preserving viable operations or income-producing real estate while restructuring liabilities around sustainable post-emergence cash flow.

Lane One

Chapter 11 Operating Company Recapitalizations

We focus on businesses where the operating engine remains viable but the current liability structure no longer fits the enterprise. The objective is to preserve the viable platform while rebuilding the balance sheet around sustainable cash flow and a durable post-emergence capital structure.

Ideal Profile

Operating Company Recapitalization

Typical targets are B2B, asset-backed, and capable of producing positive normalized EBITDA.

  • Meaningful accounts receivable
  • Essential equipment and employees
  • Recurring customers or backlog
  • Tax, MCA, equipment, judgment or lender pressure
  • No confirmed plan and a genuine need for a control solution
  • Existing ownership willing to consider a minority rollover
Recapitalization Toolkit

Capital Structure & Emergence Planning

We analyze operating liquidity, funded debt, priority obligations, creditor treatment, and post-emergence capital requirements as an integrated transaction.

  • ABL and factoring for working capital
  • DIP payoff, takeout or consensual term-out
  • Plan notes and securities where appropriate
  • Tax installment treatment where available
  • Equipment monetization, refinancing or surrender
  • Flexible sponsor consideration and ownership rollover where appropriate
Lane Two

Chapter 11 SARE & Income-Producing Real Estate Recapitalizations

We target fee-owned, completed, income-producing properties where the underlying real estate remains viable but the existing debt structure, arrears, tax obligations, or ownership capitalization require restructuring.

Ideal Profile

Real Estate Recapitalization

  • Fee-owned real estate in the debtor or property entity
  • Existing rent, room revenue, or other recurring property income
  • Positive or supportable normalized NOI
  • Completed or substantially stabilized property
  • Mortgage, tax, foreclosure, lis pendens or maturity pressure
  • Manageable deferred maintenance and capital requirements
  • Ownership willing to consider majority sponsor control
Excluded

Situations We Generally Avoid

  • Raw land and speculative development
  • Large unfinished construction projects
  • Leasehold-only situations without fee ownership
  • Assets with no meaningful recurring income
  • Properties dependent on continuous rescue capital
  • Situations where foreclosure has already eliminated ownership value
Execution

A Structured Sponsor Process

We move from preliminary screening to transaction underwriting, capital-structure design, and plan execution only when the facts support a credible path to control and sustainable emergence.

1

Intake & Initial Screen

We evaluate viability, normalized earnings or NOI, creditor pressure, ownership willingness, and preliminary emergence funding requirements.

2

Preliminary Sponsor Analysis

We map the capital structure, cash-flow requirements, financeable assets, valuation, creditor treatment opportunities, and proposed control structure.

3

LOI & Formal Underwriting

Qualified opportunities move into a committed diligence process with transaction underwriting, documentation, and coordination with counsel and financing sources.

4

Plan, Financing & Closing

We coordinate the recapitalization architecture with counsel, creditors, and capital providers, with a focus on sustainable post-emergence capitalization.

Our analysis focuses on what must be funded at emergence, how existing obligations can be treated, and what capital structure best supports long-term operating performance.
Capital Structure

Efficient Emergence Capital

Where appropriate, the transaction is structured to align Effective-Date funding requirements with operating cash flow, secured financing, negotiated creditor treatment, and other available sources of capital.

Operating & Asset-Based Sources

Retained cash, receivables financing, rental income, equipment monetization, customer deposits, and operating cash generation.

Plan & Creditor Treatment

Plan notes, creditor term-outs, tax installments, mortgage arrearage treatment, DIP restructuring, and staged capital expenditures.

Supplemental Capital

Vendor support, preferred equity, junior capital, strategic capital partners, and other transaction-specific capital sources where appropriate.

Prequalification

Initial Qualification Criteria

Operating Company

  • Positive normalized EBITDA or a credible path to profitability
  • Financeable accounts receivable and/or essential equipment
  • Operating employees, customers, revenue and enterprise continuity
  • Financial distress rather than fundamental business failure
  • Ownership willing to consider sponsor control
  • Credible path to sufficient emergence liquidity

SARE / Income-Producing Real Estate

  • Fee ownership of the underlying property
  • Existing recurring income and supportable NOI
  • Completed or stabilized property
  • Manageable senior leverage and arrearage treatment
  • No major speculative construction-completion requirement
  • Ownership willing to consider majority recapitalization
Confidential Review

Evaluating a Chapter 11 or distressed recapitalization?

Send the case name, current status, approximate revenue or NOI, senior debt, material arrears, and whether existing ownership is open to a sponsor-led change-of-control transaction.

Zack Ali zack@ndrsconsulting.com 518-816-9932 ndrsstrategicassets.com National Dispute Resolution Services LLC