The Wharton School

Restructuring and Distressed Investing Certificate

The Wharton School

Finance and Wealth Management

About Programme

Gain a practical foundation in one of finance's most complex disciplines

This program is designed for investors evaluating distressed opportunities, credit professionals navigating troubled portfolios, advisors guiding clients through restructurings, and attorneys advising through bankruptcy proceedings.

Learn from leading restructuring professionals, distressed investors, and Wharton faculty

You’ll learn directly from experienced restructuring practitioners and distressed investors alongside Wharton faculty and Wall Street Prep trainers who prepare teams at leading credit funds, PE firms, investment banks, and restructuring advisory practices.

Earn a globally recognized certificate

Upon successful completion, participants receive a Wharton Online certificate, earn 65 CPE credits, and join a global network of restructuring professionals, credit investors, and turnaround advisors across 100+ countries.

Programme Content

Over the course of eight modules, master the complete spectrum of corporate restructuring and distressed investing. From diagnosing financial distress to executing turnarounds and distressed investments, you'll gain hands-on expertise in bankruptcy processes, capital structure analysis, distressed M&A, and operational recovery. This self-paced online program culminates in a closing ceremony and the receipt of a certificate from Wharton Online.

Module 1

This module introduces the foundations of financial distress and distressed investing. Participants learn what drives companies into distress, how value is created and redistributed across stakeholders, and how investors and advisors assess risk and opportunity in stressed situations. The module blends financial analysis, legal context, and real-world case studies to establish a shared framework for evaluating distressed companies and investment opportunities.

What is distress and distressed investing?
The role of value creation in distressed investing
Identifying the causes and drivers of distress
Analysis in distressed investing: Sizing the Pie (Valuation)
Analysis in distressed investing: Splitting the Pie (Priority & Gaming)
The legal backdrop of the distressed situation
Liquidity stress testing and burn analysis
Case Study: Bayfield Generators

Module 2

Participants examine how businesses decline, why liquidity crises emerge, and what differentiates operational challenges from structural failure. This module focuses on diagnosing the root causes of distress, managing short-term liquidity through cash controls and forecasting, and understanding the mindset for effective turnaround leadership. Learners gain insight into how operational decisions directly shape restructuring outcomes and long-term viability.

Identifying the problem – the financial analysis of Bayfield Generators
What caused the decline and distress – concepts and cases
The role of bad management versus bad luck
The mindset of turnaround management and operational improvement
The Liquidity Crisis – Control of the cash and the 13-week cash flow forecast
The Solvency Crisis – Does the company have a right to exist?
The key questions for understanding the problem and potential paths forward
Positioning the company for long-term success post-restructuring

Module 3

Participants develop a deep understanding of capital structures and credit documentation, from secured debt to equity and off-balance-sheet obligations. This module demystifies credit agreements, covenants, and intercreditor dynamics, helping learners understand how capital structure design influences outcomes in distress. Emphasis is placed on interpreting legal documents and identifying flexibility, or constraints, within complex financing arrangements.

Waterfall analysis and creditor priority
Secured debt: revolving credit facilities, asset-backed loans, and term loans
Liens, perfection, and subordination
Unsecured debt: bonds, mezzanine, and convertible instruments
Off-balance sheet obligations: leases, unfunded pensions, and contingent liabilities
Credit agreements, indentures, and intercreditor agreements
Key covenant structures: affirmative, negative, and financial covenants
Defaults, remedies, and cure mechanics

Module 4

This module focuses on restructuring the right-hand side of the balance sheet to align a company's capital structure with its underlying business realities. Participants explore creditor priorities, covenants, and the absolute priority rule, while analyzing modern restructuring tools such as liability management exercises. Case studies illustrate how balance sheet restructurings can preserve enterprise value, or shift control among stakeholders.

Sizing the Pie in order to know how to Split the Pie
The objective and process of right-sizing the balance sheet to the business
The hurdles to right-sizing the balance sheet – introduction to covenants
The absolute priority rule and understanding priorities and subordination
The recent rise of Liability Management Exercises (LMEs)
LME case study #1 – Drop-downs (J. Crew / Toys “R” Us)
LME case study #2 – Non-pro rata uptiers (Serta and following reversal)
Restructuring for long-term success (Chesapeake Energy, Hertz, SAS)

Module 5

This module provides a practical introduction to Chapter 11 bankruptcy and the early stages of the court-supervised restructuring process. Participants learn the roles of key stakeholders, how the automatic stay functions, and why DIP financing and first-day motions matter. Through applied exercises, learners develop fluency in bankruptcy timelines, filings, and data sources used by investors, advisors, and legal professionals.

Bankruptcy Boot Camp: origins, jurisdiction, and the U.S. Bankruptcy Code
Property of the estate and the automatic stay
Claims, administrative expenses, priorities, and fulcrum security
Secured creditors, adequate protection, and unsecured committees
Chief Restructuring Officer (CRO) vs. Trustee vs. Examiner
Debtor-in-Possession (DIP) loans: super priority liens, roll-ups, and priming fights
Introduction to PACER, first-day motions, and monthly operating reports
Case Study: Lyondell Basell

Module 6

Focusing on value realization and control outcomes, this module examines how companies exit bankruptcy through a plan of reorganization or a Section 363 sale. Participants learn how creditor classes are formed, how valuation disputes are resolved, and how voting and confirmation mechanics work in practice. The module also covers distressed M&A and valuation techniques, highlighting how legal, financial, and strategic considerations converge to determine recoveries and post-emergence ownership.

Plan of Reorganization: disclosure, exclusivity, creditor classes, voting, and cramdown
Confirmation, consummation, and post-confirmation considerations
Subchapter V small business reorganizations and single asset real estate cases
Valuation fights, avoidance actions, equitable subordination, and lender liability
Section 363 sales: free and clear, credit bidding, stalking horse, and auction mechanics
Executory contracts, unexpired leases, and cure schedules
Distressed valuation: going concern, liquidation, claims trading, and intangibles
Case Studies: JC Penney and American Airlines

Module 7

Participants learn how operational execution drives restructuring success. This module focuses on liquidity management, working capital optimization, cost controls, and performance improvement in distressed environments. Learners explore how leadership changes, cash discipline, and operational decision-making can stabilize businesses and support restructuring efforts. Emphasis is placed on translating financial improvements into operational results.

Managing liquidity: creating a cash culture and simplifying cash management
Evaluating working capital: AR/AP aging, inventory, and billing and collections
Rolling 13-week cash flow modeling and “bottom up” forecasts
Revenue drivers: price vs. volume, marketing strategies, and sales force incentives
Cost controls: zero-based budgeting, SKU rationalization, and outsourcing
Change management: replacing executives, RIFs, retention bonuses, and CRO leadership
EBITDA adjustments and rebuilding the balance sheet
Federal bankruptcies vs. state foreclosures

Module 8

The final module examines advanced distressed strategies, including liability management transactions and special situations investing. Participants learn how investors generate returns through control strategies, capital structure arbitrage, claims trading, and liquidation scenarios. The module connects restructuring mechanics to investment outcomes, helping learners understand how professionals deploy capital across different distressed scenarios.

Liability Management Exercises: amend-and-extend, exchange offers, drop-downs, uptiering, and co-op agreements
Underwriting special situations and spread tightening trades
Fundamental value plays and distressed for control
Capital structure arbitrage
Trade claims and vendor puts
Liquidation analysis and recovery modeling
Unique special situations trades
Case Studies: Hypothetical distressed investment scenarios

Programme Audience

The Wharton Online & Wall Street Prep Restructuring & Distressed Investing Certificate Program is designed for professionals from finance, legal, and advisory backgrounds seeking specialized expertise in distressed investing and corporate restructuring.

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