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Case Study · Special Situation · Austria

+8.5pp EBITDA Margin in 18 Months: Special Situations Acquisition of an Austrian 3PL Logistics Provider.

3PL provider with €38M revenue and 145 employees, looming over-indebtedness. Acquisition outside of insolvency proceedings with equity injection and operational repositioning.

Year of Exit 2024 · Special Situations Acquisition · 18-Month Recovery

Outside of insolvency proceedings, Tactical Management AG acquired in 2024, an Austrian 3PL logistics provider with €38 million revenue and 145 employees in the Vienna region. In 18 months EBITDA margin swung from −3% to +5.5% — through customer-contract renegotiation with wage and energy escalator clauses, build-up of an e-commerce fulfillment business and a €3.5 million equity injection from Tactical. All 145 jobs secured.

A special situation is not necessarily an insolvency. Often it precedes one: equity is eroded, banks signal credit-line restrictions, suppliers shorten payment terms — but the company is not yet under insolvency-petition obligation. Restructuring is most valuable in precisely this phase — for all parties.

The situation: Before insolvency, but no longer self-sustaining

The company operated two logistics centres in the Vienna region with a focus on contract logistics for consumer goods and electronics. Three owner family branches, 145 employees, €38M revenue, EBITDA margin fluctuated between −5% and 0% over the last three years.

Special-situation triggers: sharply higher Austrian wage costs after the 2022/23 wage settlements, energy-cost explosion in the warehouses (heating, lighting, cooling), and the loss of a major customer (~€6M annual revenue contribution) in Q4 2023. Equity had eroded from €4.2M to €0.8M within 24 months.

The house bank signalled in early 2024 that the credit line would not be extended without substantial equity reinforcement. The owner families were neither willing nor able to inject further equity.

There was no insolvency-petition obligation yet (not yet insolvent, not yet over-indebted in the legal sense), but the next 6 months would very likely have triggered it. This is the classic Tactical timing.

What we did: Acquisition plus equity injection, then repositioning

Phase 1 (weeks 1–14): Acquisition. Structured share deal with all three owner families. Acquisition price fair but not high — the owners were relieved by an orderly solution that preserved the company. At the same time €3.5M equity injection from Tactical at closing, stabilising the balance sheet and securing the house-bank credit line.

Phase 2 (months 1–6): Stabilisation. Immediate renegotiation of customer contracts with price adjustments (wage and energy escalator clauses missing in the old contracts). Energy-cost hedging via 12-month forward contracts. 20% warehouse-space reduction by densification in Logistics Centre 1.

Phase 3 (months 7–18): Repositioning. Build-up of a specialised e-commerce fulfillment business in Logistics Centre 2 (higher margin than classic B2B contract logistics). Three new customers won, including two from the German e-commerce market with Austria-warehouse requirements. Implementation of daily treasury reporting and a cost-per-order KPI framework.

After 18 months: EBITDA margin +5.5%, equity back to €4.8M, credit line reduced by 30% (because cash generation had risen), all 145 jobs preserved.

Signature element: Customer-contract renegotiation in crisis

The decisive lever was not the equity injection (which stabilised the balance sheet) but the renegotiation of customer contracts in the first 6 months after acquisition.

The owner families' legacy contracts had been concluded in a different cost world (2018–2020) and contained no adequate escalator clauses for wage and energy costs. The owners had not dared to speak to customers about price adjustments for fear of losing customers.

We negotiated directly with all top-15 customers — with a clear argument: 'We cannot continue these contracts at these terms. We offer you three options: price adjustment, volume adjustment, or orderly contract termination with transition period.' For 13 of 15 customers this led to fair price adjustments (+8% on average). Two customers switched — but the margin on the remaining contracts was better than on the original 15.

Transaction Details

Year of Exit

2024

Geography

Austria (Vienna region)

Sector

Logistics 3PL (contract logistics, warehousing, distribution)

Mandate Type

Special situations acquisition outside insolvency

Timeline

14 weeks (LOI to close) + 18-month recovery

Outcome

EBITDA swing from −3% to +5.5%

Key Figures

+8.5pp

EBITDA margin in 18 months

€38M

Revenue preserved

145

Jobs secured

Process

From scoping to closing

01

First contact before insolvency-petition obligation

Sounding with owner families and house bank before insolvency-petition obligation arises. Classic pre-insolvency moment for Tactical.

02

Structured acquisition with equity injection

Share deal with all three owner families plus €3.5M equity injection from Tactical at closing to stabilise the balance sheet.

03

House-bank renegotiation

Confirmation of the credit line under Tactical ownership, against the new equity base.

04

Customer-contract renegotiation

Renegotiation with top-15 customers including wage and energy escalator clauses missing in the old contracts. Average +8% price adjustment.

05

Energy-cost hedging

Forward contracts over 12 months to stabilise logistics-centre energy costs.

06

E-commerce fulfillment build-up

Build-up of a specialised e-commerce fulfillment business in Logistics Centre 2 (higher margin than classic B2B contract logistics).

07

EBITDA swing

Daily treasury reporting, cost-per-order KPI management. EBITDA margin −3% → +5.5%. Equity regenerated to €4.8M.

Results

Every workstream delivered

MetricBefore MandateOutcome
Revenue €38M (with stressed margin structure) €41M (year 1.5 after acquisition)
EBITDA margin −3% +5.5%
Equity €0.8M (eroded) €4.8M (regenerated)
Headcount 145 145 (all preserved)
Bank credit-line utilisation 100% drawn 70% drawn (line reducible by 30%)
Customer mix 100% classic B2B contract logistics 75% B2B, 25% e-commerce fulfillment (higher margin)
Exit Looming insolvency-petition obligation Stable, profitable stand-alone logistics

Frequently asked questions

FAQ

What is a special situation outside insolvency and when is Tactical the right partner?

A special situation is an economic state in which the company can no longer stabilise from its own resources but is not yet under insolvency-petition obligation. Typical indicators: eroded equity, banking-credit-limit stress, supplier-payment-term cuts, loss of key customers. An external solution is most valuable in this phase because substance and options are still preserved. Tactical is precisely the right partner if substance exists and an ownership change is the solution.

Why not wait for insolvency and then do an asset deal?

Because material substance is lost in insolvency proceedings. Customers withdraw orders (risk management), key employees leave (career uncertainty), suppliers demand cash on delivery (working-capital freeze), banks terminate credit lines (liquidity pressure). A pre-insolvency solution is economically better for owner families (orderly sale), employees (no insolvency stigma) and us as buyer (more substance, less friction).

How does Tactical structure a special-situations acquisition with equity injection?

Typically as a share deal with a combined acquisition-plus-capital-increase structure. We pay an acquisition price to the existing owners (often low, because the alternatives are bad) and at the same time a separate amount as a capital increase into the company. The capital increase stabilises the balance sheet, secures bank financing and finances the restructuring measures. The ratio of purchase price to capital increase is negotiated case by case.

What size of special situations does Tactical acquire outside insolvency?

Typically revenue €15–150M and 80–600 employees. Smaller special situations we evaluate when there is strategic substance or region-specific logic. Larger special situations often require syndication or bank co-investment — that is also feasible.

How fast must a special-situations solution be implemented?

Realistically 10–20 weeks from first contact to close, depending on the complexity of the ownership structure and bank constellation. In this specific Austrian case: 14 weeks from LOI to close. The earlier the owners take the step, the better the terms for all sides.

How does Tactical handle Austrian specifics in special-situations acquisitions?

We have a permanent Vienna office and work regularly with Austrian restructuring lawyers and accountants. Material differences vs. German procedure: the Austrian Reorganisation Act (URG) offers a milder restructuring procedure that often serves as a bridge to the out-of-court solution. We combine both depending on the case.

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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