Reverse Vesting Orders And Distressed M&A Opportunities

Although not a new concept, use of the reverse vesting order (RVO) structure to effect distressed M&A transactions in proceedings under the Companies' Creditors Arrangement Act (Canada) (CCAA) has quickly gained popularity in Canada over the last year. At its core, an RVO transaction involves a transfer of unwanted assets and liabilities — the "bad assets" — out of a distressed company into a newly established non-operating subsidiary, leaving the distressed business entity with only the "good assets" left to be acquired. When used in appropriate circumstances, this creative mechanism can achieve a more efficient and effective realization of the going-concern value and tax attributes of a distressed business than traditional distressed M&A structures.