CROs have been active for a couple of decades, yet there are still only a finite number of people who specialize in the role. In the past, a CRO usually came out of an accounting firm as an insolvency practitioner or as an adviser to lenders doing independent reviews of companies. Today, a CRO might also come from the corporate world—a CEO who led a successful turnaround, for example, or a chief financial officer with financial-restructuring experience. In selecting a CRO, trust, chemistry, and the right situational experience is key.
CROs should be called into action early rather than being called in for last-minute maneuvers.
The CRO’s role is interim; if they can implement the restructuring programs quickly, the mandate can be from one year up to three years if it also includes an operational transformation. Once they’ve successfully completed the balance-sheet restructuring or subsequent transformation, they become free agents, ready to start a new assignment the next day.
CROs draw on an expansive financial tool kit but recognize that only certain tools will prove optimal in any given balance-sheet restructuring and that each situation is unique. CROs know how to stabilize the crisis and manage cash, when to raise equity, roll over debt, divest units, equitize debt, or work an insolvency process—and when not to.
As a specialist in crises and insolvencies, the CRO is the key figure in turning the economic situation in a positive direction.
Companies can slip into a corporate crisis due to various factors: Loss of important sales markets, aggressive competitors, product- or market-changing innovations or simply mismanagement.
The focus in crises is often on the search for new business areas or the expansion of the product portfolio; often these expansions are outside the core competencies of the company and do not bring the desired financial success. This strategic crisis is often followed by an operational crisis, which in turn is followed by a financial crisis.
Financial crises pose an acute threat to the continued existence of a company or group of companies. Only decisive, immediate action can avert insolvency.
What does MF offer?
In the event of a crisis, Management Factory is available to companies as a “corporate rehabilitator” and thus manages the restructuring issues of the company.
The possible areas of responsibility of a Rent-a-CRO include:
- Financial stabilization of the company, agreements of standstill agreements with banks.
- Personnel realignment of the company
- Performance-related restructuring, improvement of profitability
- Revising the business model, raising sales potentials
- Strategic restructuring, sale of non-essential assets or business areas.
In most cases, Management Factory staff take on temporary board functions (board of directors, managing director).
Quality, power, and commitment
Since 2001 Management Factory has established qualified and global interim operations with a focus on quality, skills, and implementation. We offer Executive Interim Management solutions to critical and complex business challenges.
In addition to a global network of Executive Interim Professionals we can, with our own experience from industry and commerce, contribute with advice and knowledge throughout the entire process, from analysis and strategy to execution, evaluation, and follow-up.
FAQ about Interim CRO
When a CRO is necessary?
There are two typical situations where the skills and experience of a CRO may be a good fit or an organization:
- A balance-sheet event creeps up following a period of bad performance and an erosion in balance-sheet resilience. Triggers can include a failure to respond to market changes, an inability to tackle new competitive behaviors, underdelivered integration programs, a failed major acquisition, or a situation in which the company might need new money and the equity owner has suddenly declined to fund it further.
- A significant external shock hits demand, prices, or the means and cost of doing business—all while the balance sheet lacks the resilience to withstand the exogenous event. These events could include, for example, the coronavirus pandemic, a broad financial crisis, a commodity-price drop, an economic recession, fraud, or litigation.
In either case, a CRO is signaled for when an outside event is expected to cause a breach of covenant or missed repayment on a loan, or a liquidity crisis and overleveraged balance sheet. The company’s board of directors will typically appoint the CRO. This usually occurs on advice from legal counsel or other financial advisers, or when lenders encourage a balance-sheet restructuring due to heightened concerns about a company’s ability to meet its covenants or service its liabilities as they fall due. The key is to be proactive to retain control, giving time to explore all options and to implement the preferred solution, rather than leaving too late when the company is about to run out of cash.
Why hire a CRO?
In our experience, there are six reasons to hire a CRO:
- The company has insufficient management bandwidth. Restructuring situations are complex, time consuming, and high pressured. Full-time leadership is necessary to manage multiple moving parts, workstreams, and stakeholders and to successfully navigate the process to a conclusion. Unlike management, CROs can dedicate themselves totally to the successful completion of a restructuring (taking a huge amount of pressure off the shoulders of senior leaders). This frees up the management team to focus on the day-to-day company operations and execute the business plan without distraction. In that regard, the CRO acts as a buffer while “missiles” come from multiple directions.
- Stakeholders want a trusted, independent view. An externally appointed CRO with a strong market reputation can quickly provide lenders and directors with an independent perspective on a company’s situation, business plan, and restructuring options. Typically, a CRO reports directly to the CEO or the board (or chairman of the board); even when the CRO reports to the CEO, they act with full objectivity and have authority to raise issues to the board that are sometimes unresolved within the existing management team. The CRO acts solely in the interest of the company and its stakeholders, serving as an honest broker to quickly instill trust and confidence. CROs can be a sounding board when emotions run high or restructuring solutions need to be debated without bias. CROs have no history with the company, so they are willing to accept changes without getting defensive and do not tolerate any sacred cows.
- CROs invest time with stakeholders to rebuild trust. The CRO serves as an honest broker to quickly instill trust and confidence among all stakeholders.
- A crisis requires a different mindset. In times of crisis, a company needs to shift to a “war footing.” A CRO has the survival mindset needed to bring a relentless focus on cash. CROs know how to dislodge deeply entrenched processes in order to stabilize a company and provide the time to secure a restructuring deal, as well as how to reorient the business plan to underpin the restructuring and engender a bias to action that will help complete the process swiftly.
- Instability demands a decisive firefighter. Restructuring situations are breeding grounds for instability in supply-chain continuity, customer retention, and preservation of key staff. CROs’ “been there, done that” experience allows them to counsel management to act decisively when navigating these risks while still keeping the business going as robustly as possible.
- Debt restructuring requires a specialist tool kit. A balance-sheet restructuring often means consideration of a wide range of very specific and highly technical tools, from “amend and extend” changes to loans to debt-for-equity swaps, debt or equity injections, M&A, and insolvency tools. These are almost impossible to find in a typical C-suite, leaving the executive team short when it most needs to be observant, anticipatory, and fast. A CRO is on a first-name basis with these tools and can quickly prepare, propose, and implement an optimal solution.
Interpersonal skills are important. CROs have done restructurings before, and that situational experience allows them to be calm, undistracted, and effective under immense pressure. Using a wide interpersonal skill set to “win the hearts and minds” of all involved, especially management, which sometimes resist the introduction of the CRO to its team. The CRO leads negotiations with lenders and needs to be a strong influencer who can secure commitment to the restructuring plan from all stakeholders.
How CROs fix problems
Typically, CROs have four key objectives to ensure a successful restructuring: stabilize the balance sheet, plan the path forward, negotiate the restructuring plan, and expeditiously execute against the plan.
Stabilize. The immediate focus of the CRO is to stabilize the business and restore lenders’ and shareholders’ trust and confidence in the company. How?
First, the CRO will evaluate the current liquidity position and business plan to quantify the size of the problem and determine the runway available to complete a restructuring. Short-term cash management is a top priority; another is often some form of forbearance or standstill. The CRO will then talk with all stakeholders to understand the facts, issues, potential deal blockers, and emotions involved before communicating clear and concise messages that will reassure secured lenders, customers, suppliers, employees, and other key stakeholders as solutions are pursued.
Plan. In conjunction with financial advisers, the CRO then pressure-tests the business plan to find optimal restructuring options, such as a recapitalization, as well as contingency options, such as going through an insolvency process. In addition to debt and equity solutions, the CRO will also consider optimizing the balance sheet to release cash and reduce liabilities, for example, by divesting noncore businesses combined with a leaseback.
Negotiate. Developing proposals and negotiations is often the longest phase of the restructuring and the most harrowing as the clock ticks and the risk of a liquidity shortfall rises. The talks can involve a complex group of stakeholders with competing objectives and opposing views as to the end state. CROs must act like the conductor of a symphonic orchestra—while they are not playing every instrument, they are coordinating the process and pulling strings whenever required to unite all parties in support of a final restructuring plan.
Execute. An effective CRO excels in project management, staying disciplined, and installing a steady restructuring cadence while working closely with financial advisers and lawyers to navigate any potential deal blockers and implement the agreed restructuring plan.
Finally, it is important to note that the CRO does not conduct alone—for what is an orchestra without its first chairs? The CRO will work with and rely on a supportive management team, an agile finance team, and strong financial advisers, public-relations professionals, and lawyers to successfully restructure the organization.