Distressed Dealmaking: Note Buying, Workouts, and Recaps
Buying a note is not buying a building. A workout is not a negotiation, and a recap is not a refinance. Those distinctions are where most operators lose money on their first distressed deal, and a good share of today's principals have never had a first distressed deal at all, because the last real cycle closed before they were active in the market.
Over 3 hours Paul Stanton works through the full toolkit from real situations. Where defaulted paper actually comes from and how to be in front of it, how to price a note to the collateral instead of the balance, what to do when the borrower stops paying, and how a recap gets structured when control is the point.
Running underneath all of it is an AI layer. It watches maturities, defaults, and public filings so our case study sponsor, Nick, stops reading about his own market in the trades, builds a first-pass underwrite on a note in minutes, and drafts the workout and recap paperwork. Volume has always been the real constraint in distressed, since finding three situations worth chasing means looking at thirty. A three-person shop can now work the pipeline a credit fund works.
This session does not end with a theory of the cycle. It ends with a sourcing workflow running, a note model built, and the documents marked up.
You'll learn how to
Find the paper before it lists
Where defaulted loans and distressed positions actually originate, from banks clearing their books to funds under redemption pressure to special servicers with a mandate, and how to build relationships that put you in front of a situation rather than in an auction for it.Underwrite the loan and the collateral together
Price to what secures the debt, not to the outstanding balance. Read the loan documents for what they let you do, model the asset for what it is worth today, and know which of the two is actually driving your number.Run a workout without losing your position
Work the decision tree from first missed payment through forbearance, modification, deed in lieu, receivership, and foreclosure, including what each path costs in time and what it signals to the borrower across the table.Structure a recap that ends in control
Build the recapitalization that takes the asset rather than funding somebody else's extension. Rescue capital, preferred equity, and the terms that determine who is actually running the property eighteen months later.Build the AI layer that finds the situations
Set up monitoring across maturities, defaults, and public filings, run a first-pass note underwrite in minutes, and draft the workout and recap paperwork, so sourcing stops being the thing that caps your deal count.Know when to walk
The situations that look like opportunity and are not: environmental exposure you inherit, a borrower who will litigate for three years, a capital stack with a mezz lender who has every reason to fight you, and ground leases that make the collateral worth less than the paper.
What the workshop covers
Meet the operator
Nick, his firm, and three deals in his own market that went to special servicing without his knowing. The position most mid-size shops are in right now, with the buy-box knowledge and none of the access.Where the paper comes from
Banks, debt funds, special servicers, and secondary note markets. Who sells, why they sell, what they know that you do not, and how to be the call they make before they run a process.Underwriting the loan and the asset together
Building the note model. Reading the loan documents for enforcement rights, remedies, and the traps. Pricing to collateral. Where the first-pass diligence checklist saves you and where it will not.Running the workout
The decision tree from default forward, the posture that works across the table from a borrower, and the real timelines and costs of forbearance, modification, deed in lieu, receivership, and foreclosure.Structuring the recap
Rescue capital and preferred equity, the term sheet that takes control, and what the existing sponsor will and will not accept. Working through a live term sheet and an LOI with markup.The AI layer
Building the sourcing workflow that monitors maturities, defaults, and filings. Running a note underwrite in minutes. Drafting workout and recap paperwork. The part that makes everything above repeatable at volume.
Who this is for
Intro: Operators, principals, and acquisitions teams who want a distressed strategy rather than a reaction, plus the credit and family office investors evaluating note and recap opportunities coming across their desks.
Roles: Principals, Acquisitions leads, Asset managers, Credit and debt fund investors, Family offices, Solo GPs, Investment sales and debt brokers
Note: No credit background required. This is a deal-structuring session, and the legal mechanics are covered as a buyer needs to understand them, not as a substitute for your workout counsel.
Format & access
One live session 3 hours via Zoom, with time for questions throughout.
Built from real situations Paul works through actual deals, including the ones that did not go well and why.
A recording for everyone Recordings are shared with all registrants, whether or not you attend live.
Slides and materials Participants receive the slides, the note underwriting model, the workout decision tree, the recap term sheet template, and sample LOIs and a note purchase agreement with markup notes.
Ongoing access Your recording, slides, and materials stay in your Thesis Driven account, ready whenever you need them.
Frequently asked questions
Do I need to have done a distressed deal before?
No. Most attendees have not, which is the reason the session exists. The workshop assumes you can underwrite a building and take it from there.
Is this multifamily specific?
No. The sourcing, underwriting, and workout mechanics hold across multifamily, office, industrial, and retail. Asset-level differences come up where they change the analysis, particularly on office and on anything with ground lease or environmental exposure.
Do I need capital lined up to participate?
No, though the recap module is built on the assumption that you will need to raise against a situation rather than fund it from a fund. The term sheet work covers what an LP or a credit partner will want to see.
Is this legal advice?
No. Foreclosure and enforcement mechanics vary by state, and the session covers them as a buyer needs to understand them, not as a replacement for workout counsel. Materials flag the points where you need your attorney in the room.
I can't attend live. Will there be a recording?
Yes. Every registrant receives the recording, slides, and materials in their Thesis Driven account.