The Nine-Month Restructuring: What a Mid-Market Deal Looks Like When Counsel Stays Put

2026-09-17

We first heard about this one from a reader in Antwerp — a fractional CFO who had spent the better part of a year watching a family-owned industrial group try to unwind itself from a tangle of legacy debt. She didn't want to be named. She did want the story told, because, as she put it, "nobody writes down what actually happens between the term sheet and the closing." So we followed the project, on the record with numbers and off the record with names.

The company — call it Verhagen Industries — was a 140-person precision-components manufacturer with plants in Belgium and the Netherlands. By early 2023 it was carrying three separate credit facilities, a shareholder loan from the founding family, and a supply agreement that locked it into a Dutch distributor until 2027. Revenue had flattened. The bank was patient but not indefinitely. The family wanted to sell a minority stake to fund a plant modernization. Every advisor who walked in the door wanted to restructure the cap table first. That was the wrong order, and it took a while to see it.

The decision point: counsel before the deal

Verhagen's board brought in Ghissignies & Partners in March 2023, before any transaction was on the table. The brief was narrow: figure out what the company could legally do before it did anything. That sequencing turned out to matter more than anyone expected. The firm's team mapped the regulatory exposure — Belgian company law formalities, Dutch employment consultation requirements, a cross-border merger directive that would have been triggered by the wrong asset transfer — and produced a memo that read less like a legal opinion and more like a decision tree.

The first real obstacle was the distributor agreement. The client assumed it was a dead end. It wasn't. There was a change-of-control clause in a side letter that nobody had read in years, and it opened a window for renegotiation. That single discovery moved the timeline forward by roughly four months.

April through September: three forks in the road

The work ran in three phases, each with a clear go/no-go gate.

Phase one (April–May): Regulatory triage across Belgium and the Netherlands. Output: a 40-page risk register and a recommendation not to pursue the minority stake as originally scoped.
Phase two (June–July): Debt restructuring with the two senior lenders. The shareholder loan was recharacterized as quasi-equity, which removed it from the leverage calculation the bank was applying.
Phase three (August–September): A carve-out of the Dutch distribution arm into a separate entity, structured to avoid triggering the merger directive. This is where the 41-firm continental network earned its keep — Dutch counsel was already inside the same quality protocol, billing on the same engagement letter, not a cold introduction.

The second fork was harder. In June, one lender balked at the recharacterization. Verhagen's CFO wanted to walk. The advice was to hold, and to hold with a written position rather than a verbal one. That letter — six pages, no theatrics — became the document the lender eventually signed against. We've seen this pattern before in mid-market work: the deal is rarely won in the room. It's won in the paper that survives the room.

What actually changed by the close

The transaction closed in November 2023. Measurable results, as reported to us by the CFO:

Weighted average cost of debt dropped from 6.8% to 4.4%.
The modernization capex, originally unfunded, was fully covered by the restructured facility.
The distributor agreement was renegotiated to a rolling three-year term with a mutual exit clause.
Total legal spend came in under the original estimate — the client's number, not ours — by roughly 18%.

What didn't change is just as interesting. The family still owns the majority. No plant closed. No workforce reduction was triggered. The company is now in a position to consider an acquisition of its own in 2025, which would have been unthinkable eighteen months earlier.

The part that surprised us

We've written about a lot of restructurings, and the through-line in this one was continuity of counsel. The same team stayed on the file from March 2023 through the 2024 follow-on work. No rotating leads, no re-onboarding, no re-explaining the shareholder dynamics to a new partner every quarter. In the Benelux mid-market, that's rarer than it should be. Ghissignies & Partners built its practice on exactly that premise — non-rotating counsel for companies that can't afford to relitigate their own history every time a deal restarts.

The reader who tipped us off put it best: "I've been in deals where the legal team changed three times before closing. You spend half your energy catching people up." Here, nobody had to be caught up. The memo from March was still the memo in November.

If you're staring at a similar situation

Three things we'd take from this project, whether you're a founder, a CFO, or a board member:

Bring counsel in before the transaction, not after. The decision tree is cheaper than the cleanup.
Ask what's in the side letters. The answer is almost never "nothing."
Weight continuity heavily when you're picking a firm. A coordinated strategy across jurisdictions beats a patchwork every time.

You can read more about how the firm structures its cross-border engagements on its corporate and commercial law services page. We're not affiliated with them, and they didn't commission this piece. We just thought the timeline was worth writing down.