Luminar Capital

02Special Situations

Transactions become difficult when conventional solutions stop working.

That is where our work begins. Special situations are not a sector or a product. They are a set of conditions, and each one changes what a transaction needs.

02.1The conditions

What makes a situation special.

Rarely one of these on its own. Usually three or four at once, which is why a standard process stalls.

Depth

Facts below the surface

Side letters, old covenants, related-party arrangements and promoter history. What decides a deal is rarely in the first folder of the data room, so we keep digging until it surfaces.

Valuation complexity

Value that depends on assumptions the parties do not share, or on the outcome of the transaction itself.

Pressure

Liquidity pressure

Cash runs shorter than the plan, and every week of delay narrows the options.

Distressed situations

Defaults, covenant breaches, or assets that need resolution capital rather than growth capital.

Stakeholders

Misaligned stakeholders

Promoters, lenders and investors who want different outcomes from the same balance sheet.

Multiple stakeholder interests

More claims than a standard deal is built for: banks, NBFCs, ARCs, funds, family offices, management and employees.

Structure

Complex capital structures

Layers of debt, hybrid instruments and equity, each with its own rights, covenants and consents.

Regulatory constraints

Rules on pricing, end-use, foreign investment and disclosure that decide what is possible before anyone negotiates.

02.2Our role

Diagnose. Structure. Negotiate. Execute. Close.

Every special situation starts with stakeholders pulling in different directions. Our job is to bring them to one table, and keep them there until the money lands.

From misaligned interests to a single close Five lines, for promoters, management, board, lenders and investors, start apart and cross one another during diagnosis, are ordered during structuring, converge during negotiation, run together during execution and merge into one line at close, where the money lands. 01 Diagnose 02 Structure 03 Negotiate 04 Execute 05 Close Promoters Management Board Lenders Investors MONEY LANDS From misaligned interests to a single close Five lines, for promoters, management, board, lenders and investors, start apart and cross during diagnosis, are ordered during structuring, converge during negotiation, run together during execution and merge into one line at close. 01 Diagnose 02 Structure 03 Negotiate 04 Execute 05 Close Promoters Management Board Lenders Investors MONEY LANDS
Exhibit 1 From misaligned interests to a single close. Illustrative.
  1. 01

    Diagnose

    We sit with promoters, founders and management to find the real need before we talk about capital.

    At the endA clear view of the problem, and an early answer on whether we should take the mandate.

  2. 02

    Structure

    Each structure fits your cash flows, control and timeline. Nothing is off the shelf.

    At the endAn instrument and terms built around the business, not around a product.

  3. 03

    Negotiate

    We know what investors will fund, so every structure is built to be accepted, not just proposed.

    At the endAgreed terms with counterparties who fit the structure.

  4. 04

    Execute

    Diligence, documents and investor outreach move together, and we approach only investors who fit.

    At the endDiligence complete, documents agreed, conditions in hand.

  5. 05

    Close

    Documentation, conditions and drawdown are part of the job. We are done when the money lands.

    At the endCapital received, on the terms that were agreed.

The earlier we are involved, the more options remain.

Covenant pressure is easier to resolve than a default, and a stressed balance sheet is easier to repair than a distressed one.

02.3Mandates in this practice