Glossary
Special Situation. A definition.
A special situation is the structurally driven dislocation in an otherwise substantive company that enables an ownership transfer beyond a competitive auction process.
Definition
What a special situation is.
The term special situation (German: Sondersituation) refers in DACH private equity vocabulary to a constellation in which a company, for a definable structural reason, does not find its way into the regular M&A market. Typical triggers in practice are succession without an internal family solution, corporate carve-out under portfolio pressure, shareholder dispute after inheritance, regulatory separation orders under the German Stock Corporation Act (AktG) or the Limited Liability Company Act (GmbHG), an abrupt liquidity gap short of insolvency, and orders from foreign-investment screenings under EU Regulation 2019/452. The economic substance remains intact. The dislocation merely prevents the orderly transition. In a broader sense, restructurings under the Corporate Stabilisation and Restructuring Act (StaRUG, the German pre-insolvency framework since 2021) and debtor-in-possession proceedings under §270 et seq. of the Insolvency Code (InsO) also fall within the term. In the Tactical reading, a special situation never describes the distress sale, but the orderly transition without auction.
Demarcation
What a special situation is not.
A special situation is not a fire sale. It is not an opportunistic distressed-debt trade aimed at secondary-market prices. It is not a turnaround mandate in which an interim restructurer is engaged to rehabilitate a broken business model. Nor is it a buyout in the classical auction sense, in which a sell-side adviser uses an information memorandum, Phase I, Phase II and auction dynamics to extract the highest price. Whoever understands a special situation as a cheap asset misunderstands the mandate. Sellers in special situations do not optimise the proceeds of a single hour. They optimise reliability, speed, structural competence and a holding perspective over the next ten years.
Price does not carry the deal.
Structure carries the deal.
Structures
How we structure special situations.
Tactical Management operates from permanent capital. There is no fund term. A holding period is not defined in a term sheet but developed from the company's situation. The acquisition follows the four-phase logic of our acquisition and process page: first contact with a written assessment within 72 hours, confidential exploration with a term sheet, structured due diligence with carve-out and restructuring planning, closing with a clearly defined 0-180-day structuring plan. The acquisition is below the replacement cost of the substance. Integration follows three logics: valuation, integration, distribution. Asset-light structures are a precondition. Integration into an existing platform is the rule, not the exception. The Tactical approach therefore differs from classical PE logic on every single dimension: capital structure, holding period, integration path, exit hypothesis.
Practice
Special situations in the Tactical portfolio.
The acquisition of Quarero Robotics took place in a constellation in which the technological substance was advanced, but market access structurally blocked. The Karyali Group was acquired in the context of a succession resolution in which a conventional auction would have damaged the operating business. Boswau-Knauer is an example of a corporate carve-out situation with portfolio refocusing on the seller side. Common to all three cases: no competitive auction, a single reliable acquirer, structural competence beyond the usual M&A standard, and a holding perspective beyond the classical five-year logic.
Related Terms
In the glossary.
- Carve-out — Operational and legal separation from a corporate group.
- Distressed M&A — Acquisition in financial or operational dislocation.
- Mid-Market Succession — Ownership transition beyond the valuation question.
- Permanent Capital — Equity structure without fund term.
- Platform Logic — Construction of an integrated operational unit.
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