Bankruptcy Estate Asset Purchases

Stone & Baxter regularly represents debtors, creditors, bidders, and other interested parties in the strategic sale and purchase of assets in bankruptcy or other distress or insolvency situations.

More and more, Section 363 of the Bankruptcy Code has become the preferred vehicle for divesting of such assets quickly and efficiently. With Stone & Baxter’s emphasis on debtor representations, Section 363 is a natural cornerstone of its restructuring practice. Stone & Baxter’s attorneys have initiated, defended, participated in, and litigated hundreds of 363 sales of nearly every conceivable type of asset, real or personal, tangible or intangible. The sales structures and formats are almost as varied, ranging from sales of single assets in Chapter 7 bankruptcies to national stalking-horse auctions of enterprise assets in Chapter 11 bankruptcies.

Although Section 363 is unrivaled in the law for its ability to “scrub” title and provide finality for buyers and sellers alike, its benefits and protections do not always come easily. Ensuring the provision of those benefit and protections and avoiding the pitfalls that often challenge even the simplest of 363 sales require deep bankruptcy and cross-disciplinary transactional experience. It took decades of nearly daily work on 363 sales for Stone & Baxter to develop that experience.

As a result of that experience, which includes many successful sales and a few unsuccessful ones, Stone & Baxter’s approach to distressed asset sales is simple: close deals and avoid litigation, while maximizing due process and minimizing transaction costs. That approach includes all aspects of the sale, including negotiating and drafting asset purchase agreements and related closing documents, establishing stalking horse and other bidding procedures, obtaining approval from the bankruptcy court to conduct the sale, engaging sales professionals as the circumstances require, conducting or participating in all aspects of the sale or auction, including pre-sale marketing and due diligence, finalizing and closing the sale, resolving issues regarding credit bidding and inter-creditor entitlements, and litigating the host of pre and post-sale issues that can arise, whether in the bankruptcy court, on appeal, or years later.


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