Special Situations Capital Structures

A standard refinancing assumes continuity of covenant compliance, stable cash flows, and aligned stakeholders. Special situations capital structures are engaged once those assumptions no longer hold and enforcement, standstills, or waivers become part of the discussion. At that point, terms, instruments, and governance must be re-engineered, not just rolled. We enter when capital requires structural change, not price negotiation.

We begin by mapping legal rights, security, and enforcement paths for each stakeholder, not perceived influence. From there, we design a capital structure and documentation set that recognises those positions but channels them into a single executable outcome. Waterfalls, covenants, and governance adjustments are used as the tools to align incentives with a defined plan. The process is structured so negotiation leads to a binding, enforceable framework, not open-ended debate.

We start with UAE, DIFC, and ADGM exposure, then extend to holding companies, finance vehicles, and security governed by foreign law. English law, common law offshore centres, and key lender jurisdictions are typically in scope. Structures are built to function across these forums, including insolvency, enforcement, and recognition scenarios. The result is a capital stack that is coherent under all relevant legal regimes.

Enforceability is set at the drafting table, not in the courtroom. We build documentation around clear events of default, tested security interests, and covenants that can be monitored and evidenced. Intercreditor arrangements and subordination terms are written to minimise ambiguity at the point of stress. Our litigation and arbitration experience feeds directly into how we design these mechanisms.

They can ring-fence control where the legal and economic position allows it. We use classes of equity, voting arrangements, shareholder agreements, and negative control rights to preserve critical decisions while still delivering credible protections to capital providers. The key is to design a structure that investors will underwrite while maintaining defined red lines for the family. Control becomes a negotiated, documented outcome, not an assumption.