Turnaround and Distressed Investing
A 32-chapter path from reading a capital structure to underwriting a restructuring — distress mechanics, credit analysis, distressed valuation, the machinery of Chapter 11, the liability management transactions that reshaped the 2020s, and the operational work of an actual turnaround. Built around primary documents you can pull for free, a sequenced 12-week curriculum, and five real deals worked end to end from their public filings.
Foundations — How Companies Break
Six chapters on what private markets actually are, who participates, why illiquid capital exists at all, and the history that produced today's landscape.
What Distress Actually Is
Operational underperformance, balance-sheet mismatch, and the liquidity event
Reading the Capital Structure
Tranches, security, priority, and why the waterfall governs everything
The Fulcrum Security
Finding the layer where value breaks and control transfers
Who Sits at the Table
Debtors, sponsors, lenders, ad hoc groups, the UCC, advisors, and the judge
The Distressed Investor's Toolkit
Loan-to-own, fulcrum plays, trade claims, DIP lending, and rescue financing
Credit Analysis and Distressed Valuation
Six chapters on the legal architecture of a fund, the LPA's negotiated terms, the carry waterfall, GP/LP alignment, and how a fund actually gets raised.
The Credit Analysis Framework
Business quality, industry structure, financials, and structure — in that order
Liquidity, Runway, and What Breaks First
Revolver availability, covenant tests, maturity walls, and the trigger sequence
Covenants and the Credit Agreement
Baskets, restricted payments, unrestricted subsidiaries, and where the holes are
Distressed Valuation
Why a going-concern DCF overstates value and how to price default explicitly
Recovery Analysis and Base Rates
Waterfall modelling, liquidation analysis, and what the default studies say
The Legal Machinery of Chapter 11
Eight chapters on deal sourcing, screening, commercial and financial diligence (including QofE), valuation by every relevant method, and the discipline of the investment thesis.
Out-of-Court Versus In-Court
Amend-and-extend, exchange offers, prepacks, and when filing becomes rational
The Petition and First Day
The automatic stay, first day declarations, and the motions that set the case
DIP Financing and Cash Collateral
Priming liens, roll-ups, milestones, and the budget that controls the case
The 363 Sale
Stalking horses, bid procedures, credit bidding, and free-and-clear transfer
The Plan of Reorganization and Confirmation
Classification, voting, cramdown, best interests, and third-party releases
Claims, Priority, and Avoidance Actions
Bar dates, administrative claims, 503(b)(9), preferences, and fraudulent transfer
Liability Management and Creditor Conflict
Seven chapters on term sheets, liquidation preferences, anti-dilution, cap-table mechanics, board governance, protective provisions, and employee equity.
The Liability Management Landscape
Why creditor-on-creditor violence became the defining feature of the 2020s
Dropdowns and Asset Transfers
The J.Crew trapdoor, unrestricted subsidiaries, and collateral leakage
Uptiers and Non-Pro-Rata Exchanges
Serta, Mitel, and how two courts reached opposite results on the same day
Double-Dips and the Post-Serta Structures
Extend-and-exchange, pari-plus, triple-dips, and cooperation agreements
Operational Turnaround
Six chapters on the operating playbook, 100-day plans, exit route selection, the IPO process, the secondary market, and continuation vehicles.
The CRO Seat and Operational Stabilisation
Taking control, establishing credibility, and the first two weeks
The 13-Week Cash Flow Model
Building it, running it, and why it becomes the operating system of the company
The Turnaround Plan
Vendor management, cost actions, footprint decisions, and the 100-day sequence
The Study Path and Orientation Cases
Five chapters of advanced material: sector investing, market cycles, the regulatory framework, the IC memo's craft, and three integrated end-to-end cases.
The 12-Week Study Path
A sequenced curriculum with build exercises and competence checkpoints
Verified Sources and Where to Find Documents
What is actually free, what is not, and the corrections that matter
Integrated Casework — Three Composites
An orientation exercise before the real deals in Part VII
Real Deals, End to End
The Documentary Record
Which filing answers which question — and the two everybody skips
JOANN — The Balance-Sheet Fix That Wasn't Enough
Deleveraged in five weeks, liquidated fourteen months later
Hertz — When Creditors and Shareholders Both Get Paid
A fleet that appreciated mid-case, and a bidding war between two consortia
Bed Bath & Beyond — Effort That Failed
A buyback-hollowed balance sheet, a dual-path filing, and no going-concern bid
Serta Simmons — The Full Arc of Creditor Conflict
Uptier to confirmation to reversal to a $400mm liability
Best Buy — Operational Turnaround Without a Court
Renew Blue, and what effort looks like when it actually creates value
A note before you begin
This is a long-form, primary-source-anchored path. Parts I and II build the vocabulary, the capital structure, and the analytical order of operations. Part III is the machinery of Chapter 11. Part IV covers the liability management transactions that have defined the market since 2016 — the most time-sensitive material here, and the part most published guidance gets wrong. Part V is the operational work. Part VI is the 12-week curriculum, the verified source list, and three composite cases for orientation. Part VII works five real deals — JOANN, Hertz, Bed Bath & Beyond, Serta and Best Buy — end to end, telling you exactly which filings to pull for each.
If you want the curriculum rather than the theory, go straight to Chapter 24. If you want to know which sources are actually free and which commonly circulated recommendations are wrong, Chapter 25 records what was verified and what was not. Definitions live in the glossary, organised by theme.