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Case Study · Turnaround · North Rhine-Westphalia

EBITDA Swing from −6% to +4% in 14 Months: Acquisition of a Tier-2 Automotive Supplier in NRW Out of Protective Shield Proceedings.

Tier-2 supplier with €68M revenue and 410 employees, on the brink of an insolvency petition due to e-mobility disruption. Acquisition out of protective shield proceedings, operational swing in 14 months.

Year of Exit 2024 · Protective Shield Acquisition · 14-Month Turnaround

Through transfer-based restructuring, Tactical Management AG acquired in 2024 under protective shield proceedings (§270d German InsO), a tier-2 automotive supplier in North Rhine-Westphalia with €68 million revenue and 410 employees. In 14 months the operating EBITDA margin swung from −6% to +4% — through repositioning to e-mobility components, OEM contract negotiations for an orderly combustion sunset until 2030, and shutdown of the least profitable combustion lines. All 410 jobs secured.

This case study documents a Tactical acquisition in the earliest phase of insolvency procedure: debtor-in-possession proceedings under the protective shield. The case is representative of the structural crisis among Germany's tier-2 automotive suppliers — companies with excellent substance whose product portfolios are overtaken by the e-mobility transition before they can refinance new-line investment.

The situation: Core business disruption from e-mobility

The company produced mechanical components for combustion engines — connecting rods, crankshaft bearing shells and timing-chain parts — with three German OEMs as main customers (~85% revenue share). Three plants in NRW, 410 employees, €68M revenue, 60 years of family ownership.

With the 2035 combustion end-date and the accelerated e-mobility transition at the OEMs, 30% of the order book vanished within 18 months. The owner family had still invested €12M in 2021 in modernising combustion lines — a misallocation in hindsight.

In Q3 2023 the protective shield petition (§270b InsO) was filed. The trustee initiated an orderly M&A process with a minimum price and location/employment covenants. We submitted an indicative offer two weeks after opening of the proceedings.

What we did: Protective-shield acquisition + 14-month repositioning

Phase 1 — Acquisition (weeks 1–11): Structured asset deal out of protective shield with the trustee. Liabilities towards creditors' committee, banks and social insurance were settled in the insolvency plan. We acquired the operating fixed assets, brand rights, customer contracts and 410 of 410 employment relationships.

Phase 2 — Stabilisation (months 1–6): Immediate reduction of combustion lines to 60% of pre-insolvency capacity. Negotiation with the three OEM main customers on minimum offtake volumes for combustion components until 2030 (against price adjustment). Initiation of a €4M investment programme in e-mobility components (rotor lamination packs and e-motor structural components).

Phase 3 — Swing (months 7–14): Commissioning of the first e-mobility production line at Plant 1. First OEM orders for e-components signed — €18M order volume over 4 years. Closure of the least profitable combustion line at Plant 2 (consolidated into Plant 1, no operational redundancies).

Result: EBITDA margin swings from −6% to +4%. E-mobility share of the order book grows from 0% to 22%. Combustion share declines in an orderly fashion rather than catastrophically.

Signature element: OEM negotiation on the combustion sunset

The decisive lever was not the e-mobility investment. It was the OEM negotiations on the orderly sunset of the combustion business.

The three OEMs had their own interest in an orderly wind-down: a disorderly insolvency of our supplier would have caused production stoppages at their end. We used this interest to secure minimum-offtake commitments until 2030 — against price adjustments of 8–12% that made the remaining combustion block profitable.

These OEM agreements were the substrate for the e-mobility investment: they secured cash flow for the next 6 years while we built the new product portfolio. Without that negotiation a 14-month swing would not have been feasible.

Transaction Details

Year of Exit

2024

Geography

North Rhine-Westphalia, Germany

Sector

Tier-2 automotive supplier (metal forming, mechanical components)

Mandate Type

Acquisition out of protective shield proceedings (§270d InsO)

Timeline

11 weeks (protective shield to close) + 14-month turnaround

Outcome

EBITDA swing from −6% to +4%

Key Figures

+10pp

EBITDA margin in 14 months

€68M

Revenue preserved

410

Jobs secured

Process

From scoping to closing

01

Protective-shield sounding

Confidential first contact with trustee and debtor management while still in the protective shield. NDA and data-room access within five working days.

02

Indicative offer

Valuation based on normalised stand-alone earnings after eliminating the damages-claim burden. Asset-deal architecture with location and employment covenants.

03

Due diligence in parallel to the protective shield

Commercial (95% of order book transferable), financial (EBITDA potential 8–10% after clean-up), legal (permits, §613a effects), technical (asset condition).

04

OEM negotiation on combustion sunset

Negotiation with 3 OEMs on minimum offtake commitments for combustion components until 2030 against price adjustment of 8–12%.

05

Asset close out of debtor-in-possession

Asset purchase agreement with the trustee. Transfer of all assets, brand rights, customer contracts and 410 employment relationships.

06

E-mobility repositioning

€4M investment programme in e-mobility components (rotor lamination, e-motor structural parts). First line live after 9 months.

07

EBITDA swing

E-mobility share 0% → 22%. EBITDA margin −6% → +4%. Orderly combustion sunset instead of catastrophic loss.

Results

Every workstream delivered

MetricBefore MandateOutcome
Revenue €68M (declining projection) €71M (year 1 after acquisition)
EBITDA margin −6% +4%
Headcount 410 410 (no operational redundancies)
E-mobility share of order book 0% 22%
OEM contracts with 2030 offtake None 3 of 3 OEMs signed
E-mobility line investment €0 €4M in 14 months
Exit Insolvency EBITDA-positive year 1

Frequently asked questions

FAQ

What is an acquisition out of protective shield proceedings and how does it differ from an asset deal in regular insolvency proceedings?

Protective shield proceedings (§270 ff. InsO) are insolvency proceedings in which the debtor's management continues day-to-day operations — supervised by a trustee. Buyer advantage: higher operational continuity, less disruption at customers, employees and suppliers. The procedure is typically 4–8 months shorter than regular insolvency. Prerequisite: court approval of DIP eligibility.

How does Tactical assume OEM contracts with the German automotive industry after an insolvency petition?

Contractually OEM framework agreements are not automatically transferable in insolvency. We negotiate with the OEMs during the protective shield: Tactical offers continuity (capacity, quality, logistics), OEMs secure offtake commitments for a defined period. Both sides benefit — OEMs avoid production stoppages, we secure cash-flow visibility for the repositioning.

Why does Tactical acquire combustion suppliers when the business is structurally winding down?

Because the combustion business does not end in 2035 — what ends in 2035 is new registration. The fleet stays in service and replacement parts until roughly 2050. With price adjustments the combustion block can be operated profitably to that horizon while e-mobility lines are built. The art is in the orderly sunset, not the abrupt stop.

What size of automotive supplier does Tactical acquire?

Tier-2 with revenue €30–200M is the sweet spot. Tier-1 is usually too large for mid-market structures; tier-3 has too little OEM bargaining power. We evaluate tier-1 special situations with a clear carve-out architecture.

How fast must an acquisition occur after a protective-shield petition?

The protective shield lasts a maximum of 3 months. Within that time, the insolvency plan must be drafted, the buyer found and closing executed. Realistic minimum pace: 10–14 weeks from indicative offer to close. In this specific case we delivered in 11 weeks.

What location and employment covenants does Tactical give in insolvency acquisitions?

In this case: no operational redundancies for 24 months, all three plants preserved (with internal line consolidation, not plant closures), retention of collective bargaining. These covenants are contract components of the acquisition and are documented towards trustee and works council.

Illustrative Tactical example transaction based on typical DACH Mittelstand distress patterns. Figures, size bands and timelines reflect market-standard values; identification with any specific transaction is not intended. Prepared to illustrate the Tactical method.

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