Case Study · Asset Deal · Bavaria

€54M Revenue Preserved in 10 Weeks: Asset Deal Out of Insolvency for a Bavarian Specialty Chemicals Producer.

Specialty chemicals mid-market producer with €54M revenue and 230 employees, opened regular insolvency proceedings. Acquisition of the operating business from the insolvency administrator via transfer-based restructuring.

● Year of Exit 2024 · Asset Deal Out of Insolvency · 10 Weeks

Last updated: 5 June 2026

By way of transfer-based restructuring, Tactical Management AG acquired in 2024, the operating assets of a Bavarian specialty chemicals producer (€54 million revenue, 230 employees) from opened insolvency proceedings. Closing ten weeks after the indicative offer. All three BImSchG-permitted production sites preserved, 218 of 230 jobs transferred, 100% of environmental permits (BImSchG, WHG) transferred to the new holding.

Transfer-based restructuring (asset deal out of insolvency) is the standard instrument for substance preservation when insolvency proceedings have already been opened. The buyer does not acquire the insolvent legal entity but specific assets — meaning legacy liabilities of the insolvent entity remain in the proceedings and the business can be continued cleanly in a new legal vehicle.

The situation: Substance with legacy liabilities

The specialty chemicals producer manufactured industrial adhesives and sealants for the automotive and construction-chemicals industries. Three production sites in Bavaria, 230 employees, €54M revenue, 80-year family tradition.

A combination of sharply higher raw-material prices, a lost damages claim (~€8M) and the owner family's succession situation led to the filing of an insolvency petition in 2023. Regular proceedings were opened in early 2024 and an experienced Munich-based insolvency administrator was appointed.

The insolvency administrator initiated an orderly M&A process. Material conditions: retention of all three production sites, transfer of at least 80% of the workforce, transfer of all environmental and operating permits (BImSchG, WHG), full payment of estate costs before closing.

Legacy liabilities — damages claim, supplier liabilities, bank liabilities — remained in the insolvency proceedings and were settled via the insolvency estate.

What we did: Asset deal in 10 weeks

Weeks 1–3: Indicative offer. Sounding with the insolvency administrator. Data-room access after NDA. Material DD topics: permit transferability (BImSchG permits are site-bound, not company-bound — the structural prerequisite for clean asset deals in chemicals), employee transfer (§613a BGB applies only in limited form in asset deals out of insolvency), inventory (no impairment issue with chemical raw materials).

Weeks 4–7: Due diligence and contract negotiation. Commercial DD confirmed: 95% of the order book was transferable at closing (chemical specifications were OEM-certified; switching to competitors would have required 6–12 months of re-certification). Financial DD confirmed EBITDA potential of 8–10% after eliminating the damages burden.

Weeks 8–10: Closing and operational handover. Asset purchase agreement with the insolvency administrator. Transfer of all environmental permits to the new Tactical holding subsidiary. Handover of the three production sites on the same day. Transfer of 218 of 230 employees — the 12 non-transfers were central administrative functions no longer required in the Tactical holding structure.

Signature element: BImSchG permit transfer

The critical technical hurdle in asset deals in the chemicals industry is the transfer of environmental permits — Federal Immission Control Act (BImSchG), Federal Water Act (WHG) and where applicable the Major-Accidents Ordinance.

These permits are fundamentally site-bound, not person-bound. In an asset deal they therefore pass to the buyer of the site — but only if the notifiable transfer is properly notified to the competent licensing authority (in Bavaria: the relevant Regierungspräsidium) and no grounds for refusal exist.

We filed the transfer notifications in week 4 (parallel to DD). The authorities confirmed transferability within the deadline. On the closing day we had full operational permit status — no production stoppage, no order loss.

Transaction Details

Year of Exit

2024

Geography

Bavaria, Germany

Sector

Specialty chemicals (industrial adhesives and sealants)

Mandate Type

Transfer-based restructuring (asset deal out of insolvency)

Timeline

10 weeks (indicative offer to close)

Outcome

Operational continuation in new legal vehicle

Key Figures

€54M

Revenue acquired

230

Jobs secured

100%

Permits transferred (BImSchG, WHG)

Process

From scoping to closing

Sounding with insolvency administrator

First contact after M&A process kick-off. NDA and data-room access. Material DD topics outlined in advance: permit transferability, §613a effects, inventory.

Indicative offer

Valuation on normalised stand-alone earnings after eliminating damages-claim burden. Contractual site and employment covenants.

BImSchG transfer notification

Parallel filing of the permit-transfer notifications with the competent Regierungspräsidium — BImSchG and WHG permits are site-bound, not company-bound.

Due diligence

Commercial: 95% of the order book transferable (OEM-certified specifications). Financial: EBITDA potential 8–10% after eliminating legacy liabilities. Top-20 customers contacted confidentially.

Asset purchase agreement with administrator

Transfer of all operating assets, brand rights, patents, customer contracts. Estate costs fully paid before closing.

Permit transfer at closing

BImSchG and WHG permits pass with the sites to the new holding. No production stoppage, no re-certification required.

Operational continuation

218 employees transferred. EBITDA margin year 1: +9% after eliminating legacy liabilities that remained in the proceedings.

Results

Every workstream delivered

Metric	Before Mandate	Outcome
Revenue	€54M (in insolvency proceedings)	€56M (year 1 after asset deal)
EBITDA margin	~−4% (pre-insolvency)	+9% (year 1, after eliminating legacy liabilities)
Headcount	230	218 transferred (95%)
Production sites	3 in Bavaria	3 (all preserved)
Environmental permits	Held by insolvent GmbH	100% transferred to new holding
Legacy liabilities (damages, banks)	~€18M	Remained in insolvency proceedings
Exit	Opened insolvency proceedings	Operational continuation in new legal vehicle

Frequently asked questions

FAQ

What is a transfer-based restructuring and how does it differ from an insolvency plan?

In a transfer-based restructuring (or 'asset deal out of insolvency') the buyer acquires specific assets of the insolvent entity — facilities, machinery, inventory, brands, contracts. The insolvent entity itself is wound up in the proceedings. In an insolvency plan, by contrast, the entity itself survives and is restructured via the plan. Asset deals are more common because legacy liabilities cleanly remain in the insolvent entity and the buyer starts with a 'clean balance sheet'.

How are environmental permits (BImSchG, WHG) transferred in an asset deal in chemicals?

Permits are site-bound, not company-bound. In an asset deal the site passes to the buyer — the permit follows the site. A notification must be filed with the competent licensing authority (BImSchG §4 para. 2). The authority verifies whether the buyer can continue to meet the permit obligations. With a clean notification and no grounds for refusal, the transfer is typically complete within 4–8 weeks.

Does §613a BGB (transfer of business) apply in an asset deal out of insolvency?

In a limited form. §613a BGB applies in principle to a transfer of business out of insolvency, but with modified legal consequences: employee claims from the period before opening of the insolvency proceedings are insolvency claims and do not transfer to the buyer. Claims arising after opening (ongoing wages) transfer normally. Practically: the buyer assumes the employment relationships but not the pre-insolvency wage arrears.

How does Tactical secure customer relationships in an asset deal out of insolvency in chemicals?

Customer contracts in chemicals are typically not transferable without customer consent. We contact the top 20 customers during DD (confidentially, under NDA), explain the acquisition architecture and obtain consent declarations. For OEM-certified specialty chemicals the switching hurdle for the customer is high (6–12 months re-certification) — which stabilises contract continuation.

What size of insolvency asset deals does Tactical acquire?

Typically revenue €15–200M and 80–800 employees. Smaller asset deals (€5–15M revenue) we evaluate when there is strategic substance, such as a rare technical position or a hard-to-reproduce customer base.

How fast must an acquisition occur after opening of insolvency proceedings?

There is no hard deadline, only practical ones: liquidity erosion in the insolvency estate, employee attrition, customer loss. Realistic corridor from indicative offer to close: 8–16 weeks. In this specific case we delivered in 10 weeks.

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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