Novo Advisors successfully serves as lead financial advisor to Chapter 11 Trustee, Claudia Z. Springer, Principal of Novo Advisors, in the bankruptcy cases of Epic! Creations, Inc., Neuron Fuel, Inc., and Tangible Play, Inc. “(Epic! Companies)”, helping to stabilize the companies after their assets were depleted and their management team was decimated by the former owners. Springer led the Novo team to restore employee confidence, fill gaps in the management team, and ultimately sell the business for ~$100 million in just over nine months. Following these sales, Springer confirmed a Chapter 11 plan that transfers causes of action to a liquidating trust for the benefit of the Debtors’ defrauded lenders.
Springer led the Novo team to restore employee confidence, fill gaps in the management team, and ultimately sell the business for ~$100 million in just over nine months.
The Trustee retained Jenner & Block and Pashman Stein Walder Hayden as counsel, investment bankers Moelis & Company and SC&H Capital, FTI Consulting to recover assets in India, and the Law Offices of Panag & Babu as India counsel.
The three US-based educational technology companies — separately acquired by Indian edtech giant Think & Learn Pvt. Ltd. (BYJU’s) between 2019 and 2021 — were forced into involuntary bankruptcy in June 2024 after BYJU’s owners engaged in a scheme to defraud creditors out of hundreds of millions of dollars. The Epic! Companies, or Debtors, were guarantors of $1.2 billion in term loans obtained by the BYJU's US subsidiary from the lender group, agented by GLAS, represented in the bankruptcy case by Kirkland & Ellis and Reed Smith.
When Ms. Springer was appointed Chapter 11 Trustee in September 2024, the Debtors were in severe financial distress due to continued asset depletion by their ultimate parent entity in India and its owners. The pillaging did not stop until the Trustee — with critical assistance from the Court and her counsel, Jenner and Pashman — secured emergency relief and threatened legal action against various US banks to halt unauthorized fund transfers from the Debtors’ accounts to banks in India. The Trustee’s counsel successfully sought and received multiple restraining orders, injunctions, and emergency stay relief, and conducted an extensive investigation into the massive prepetition fraud, including the wrongdoers’ prepetition fraudulent transfer of $533 million.
With emergency DIP funding secured from the lenders, the Trustee utilized the financing to restore operations at Epic! and prepare the companies for sale. The Trustee’s first priority was to secure and restrict access to key technology platforms and assets, which was essential to stop the Indian parent company from diverting cash and controlling the Debtors’ technology assets. The Novo Advisors team, led by Partners Sandeep Gupta and Jacob Grall, was instrumental in achieving these goals.
Novo Advisors assumed critical operational leadership roles in the Debtors’ business, which lacked management structure. At Epic!, with the help of existing employees, Novo built high-performing teams and implemented operational improvements to eliminate mounting technical and customer service issues. Novo also closed content development gaps by repairing broken relationships with vital publishers to obtain fresh content critical for customer retention. At Neuron Fuel, Novo replaced critical employees following the departure of the original co-founders including the CTO. Novo successfully maintained seamless operations at Neuron, swiftly resolving technical issues and preserving customer confidence during the transition. A positive working environment was cultivated, motivating the team to bridge the gap in technical support left by the departure of the CTO.
With no business records available at Epic!, Novo Advisors undertook the arduous task of reconstructing the company’s financial history from three years of bank statements to formulate a preliminary cash flow analysis.
With no business records available at Epic!, Novo Advisors undertook the arduous task of reconstructing the company’s financial history from three years of bank statements to formulate a preliminary cash flow analysis. Novo compiled a list of critical vendors. Publishers and technology providers required immediate attention, as their services were essential for continued business operations. Springer assisted the publishers in forming a unitary group and retaining competent counsel for the purposes of negotiating cure amounts and settling on missed post-petition payments.
Before Springer was appointed, the Debtors’ back office in India ceased operations due to employees going unpaid for over four months. Novo Advisors identified critical gaps and developed a strategic and cost-effective plan to address operational deficiencies, which included rehiring many of those employees that had left as a result of nonpayment by the India parent entity and its owners. With critical hires in place, the team began tackling mounting technical and customer service issues. Technical resources were deployed to repair deficiencies in the platforms, restore critical information necessary for publisher payments, and facilitate the resolution of technical customer concerns. The customer service team reduced the backlog of customer service concerns from 24,000 to less than 50 and response time from 65 to 0.5 days, resulting in an improvement in customer satisfaction from a low of 46% to a high of 92%.
Novo further established the requisite back-office infrastructure for operational independence. This initiative involved implementing financial software solutions to automate the previously manual procedures for invoicing and payment tracking.
Novo Advisors used the DIP facility as well as cash collateral to invest in company-developed content for Epic! to restart the weekly release of new books, a process which had largely stopped. Novo further established the requisite back-office infrastructure for operational independence. This initiative involved implementing financial software solutions to automate the previously manual procedures for invoicing and payment tracking.
While Novo Advisors worked tirelessly to stabilize and improve business operations, the Jenner and Pashman teams successfully fought off multiple attempts by individuals associated with the wrong-doing insiders to gain control of Epic!’s intellectual property and payment systems. The court entered multiple injunctions to halt this misconduct and ultimately found the individuals responsible in contempt of court, levying a judgment of over $2 million plus fines totaling $25,000 per day.
The Trustee, working with the Jenner and Pashman teams, investment bankers Moelis and SC&H, and the lenders’ representatives, successfully guided the sale processes. The marketing efforts and operational turnaround resulted in the sale of Epic!’s assets for ~$100 million.The sale of Tangible Play’s remaining assets is imminent. The Trustee’s plan, which received unanimous creditor support, was confirmed by the US Bankruptcy Court for the District of Delaware in October 2025.
Claudia Z. Springer in her role as Chapter 11 Trustee worked alongside Novo Advisors Managing Partner Sandeep Gupta, Partner Jacob Grall, Managing Director Wen Rittsteuer, Senior Consultants Nate VanDeCasteele and Matt Mimlitz, and Consultant Erin DeCero.
Partners Catherine Steege, Melissa Root, and Peter Rosenbaum led the Jenner & Block team, which included Partners Anna Meresidis, Shoba Pillay, and Edward Prokop, Special Counsels Jenna A. Bressel, Sharon K. Moraes, and Laura E. Pelanek, and Associates Joshua Davids, BJ Franovic, Rachel Magaziner, Alex Ryshina, and Bill Williams.
Partners Joseph C. Barsalona and Henry J. Jaffe led the Pashman Stein Walder Hayden team, which included Alexis R. Gambale and Leslie Salcedo.
Moelis & Company’s team included William Derrough, Cullen Murphy, Mayank Pagaria, Nate Laverriere, Manharan Rao, Siddhant Khemka, Erik Wihlborn, and Claire Zhong; SC&H's team included Michael Gorman and Ken Mann. FTI Consulting’s team included Matt Greenblatt and Andrew Hinkelman, and Quinn Emanuel’s team included Partner Ben Finestone. The Law Offices of Panag & Babu’s team was led by Samudra Sarangi, Sherbir Panag, and Pravin Panpalia. GLAS Trust Company served as the agent for lenders represented by Kirkland & Ellis Partners Jordan Elkin, Ravi Shankar and Pat Nash, among others.
Chicago (November 20, 2025) — We are proud to announce that Novo Advisors’ Managing Partner Sandeep Gupta is TMA Chicago’s Certified Turnaround Professional of the Year!
Hosted by the Turnaround Management Association, this year's annual Executive Speaker Forum included a conversation with Former U.S. Secretary of State Antony J. Blinken led by Hon. Patrick Murphy, Chairman of Hilco Global Geopolitical Advisors. Secretary Blinken elaborated on his years growing up in Paris, his own immigrant roots, the state of the economy, and future geopolitical considerations. He provided the audience an engaging perspective of foreign policy during his time in Washington.
Congrats again to Sandeep and the entire team at Novo Advisors for a job well done! Thank you to TMA Chicago for putting together such a memorable evening. And, a huge congrats to everyone in the room last night who accepted awards and continue to do the good and important work for our industry and beyond!
Chicago (November 14, 2025) — At Novo Advisors we believe no matter your craft — creativity is at its core. For a decade, we have proudly supported theater and live performance in Chicago with our curated experiences. This year, we took it up a notch as a corporate sponsor of Steppenwolf Theatre in recognition of their milestone 50th Anniversary Season. Our guests were in for a treat with a preview performance of Peter Shaffer's iconic play Amadeus. We began with dinner and some storytelling with Steppenwolf’s Co-Artistic Director Glenn Davis and Robert Falls, former Artistic Director of the Goodman Theatre and Director of Amadeus. The conversation and evening were powerful reminders of why theater and in-person events matter — even now in a world of digital documentation and where AI shapes so much of our conversations. It may, in fact, be more important than ever.
After cocktails, conversation, and dinner, our group headed into Steppenwolf's intimate 400-seat Ensemble Theater, which is only six rows deep and places no audience member more than 20 feet from the stage. It’s the only in-the-round theater of its kind found in Chicago and was the perfect setting for the intricate play that boasts nearly 20 actors and 60 costumes. In its simplest sense, Amadeus is a story about a freelance artist (Mozart), heralded as a wunderkind, who arrives in a cosmopolitan city and is quickly pitted against skeptical bureaucrats and bitter rivals. But, of course, coupled with the dialogue, music, costumes, and superb acting, it was so much more.
We at Novo Advisors are so grateful to all who continue to support our talented team of consultants — these events are just a small way to express our appreciation. Your Novo hosts on this special evening included Partners Sandeep Gupta, Rian Branning, Nick Mungor, and Jacob Grall. As always, please feel free to reach out with any questions or to follow up. We look forward to seeing everyone next year!
SELLING A BUSINESS? There are ways to position yourself for success. In this article, Rob Vanderbeek, a Partner at Chicago-based Novo Advisors, and Wendy G. Marcari, a Member of the Firm and the Managing Member of the New York office of Epstein Becker Green, provide insights into the best financial and legal practices for a successful sale. No matter the market metrics or whether a business is distressed or not, identifying and addressing the key legal, financial and operational aspects for planning a sale enables sellers to control the timeline and maximize value. Vanderbeek and Marcari highlight some of these steps that include clear recordkeeping, developing a sound valuation, and making the correct financial and legal hires.
Vanderbeek has more than 30 years of experience in restructuring, performance improvement, due diligence, litigation, valuation and forensic matters. Marcari focuses on mergers and acquisitions in the health care industry and on bankruptcy and corporate reorganizations in health care and a broad range of industries.
Doing the groundwork early opens up more strategic options, positions you to act quickly when an opportunity arises, and helps you secure the maximum return for your business.
Below are some important areas to focus on as you get your company’s affairs in order:
If your company has maintained meticulous records and a compliance history, you have a great head start. Make sure those records are in a form suitable for due diligence requests from prospective buyers. If recordkeeping has been inconsistent, prioritize remedying this deficiency now. Engage professionals to organize financial and operational data so it can be presented clearly and credibly. Financial statements should be timely completed and, ideally, audited, as buyers and their lenders frequently require audited statements. In fact, a minimum of three years of audited financials is often expected in due diligence.
As part of its diligence, a buyer will want to review and test your business plans and projections. The projections should be reasonable, and your company should be ready to defend the assumptions baked into those projections.
To optimize business results, consider ways to implement operational efficiencies, increase productivity, and improve profitability.
If your company is experiencing financial distress or other material losses, be prepared to explain the cause(s) and articulate actionable plans for a turnaround, if possible. You should also determine whether the company has an adequate cash runway to get through a sale process; if not, consider financing to bridge the period from due diligence to sale closing.
Develop a realistic valuation for the business. A professional valuation consultant can provide an unbiased estimate based on industry, growth potential, comparable sales, and other factors. Depending on the size and complexity of the business, it may be worthwhile to hire an investment banker to support the valuation and then market the business at the appropriate time. Knowing the range of what the business is worth will keep expectations in check and protect against accepting a low offer.
A valuation will typically be based on a multiple of the last 12 months’ earnings before interest, taxes, depreciation, and amortization (EBITDA). Traditional EBITDA will be adjusted to normalize income/expenses and remove one-time/non-recurring items to provide a better estimate of expected EBITDA. Looking ahead to the due diligence process, potential cost synergies may be added and a working capital benchmark established.
Take a fresh look at your workforce and employee benefits. Consider whether staffing levels are adequate, cost-effective, and efficient. Determine which employees are key to the value of the business and a possible transition to a buyer. Assess whether there are beneficial or burdensome employment contracts that would affect the attractiveness of an acquisition opportunity. Identify any unfunded pension benefits or other employee benefits with minimum funding requirements that could become impediments to a deal. Address classification, wage and hour, or benefit compliance issues that could otherwise derail diligence. With adequate lead time, there may be an opportunity to enter into new agreements, negotiate amendments to existing agreements, and/or implement retention or incentive plans to retain talent.
Review your commercial contracts or engage counsel to do so. The terms of these contracts may affect the business’s value and a buyer’s willingness to accept an assignment of the contracts (if available) and assume the associated liabilities. Look for provisions relating to the remaining duration of the contract, including renewal options; the ability to assign the contract to a third-party buyer with or without the contract counterparty’s consent; the right to unilaterally terminate the contract with or without notice or penalty; and any covenants that may restrict the company’s ability to transfer its assets or equity interests.
If your business operates pursuant to licenses, permits, or contracts with governmental authorities, map out the regulatory approvals that would be needed to consummate a change of control, and the estimated time to obtain those approvals. This information may influence a buyer’s assessment of the company’s readiness on the one hand, and may also influence your determination of which buyer may be better positioned to consummate a transaction on the other hand (e.g., if a buyer already holds a license to operate a business in the same industry in the same geography, or has already been vetted by the regulatory body). The applicable time periods needed for regulatory approvals and transfers of licenses should be understood during due diligence and worked into the sale process and closing timeline.
Consider your corporate structure and tax treatment. The way your company is structured, whether as a corporation, S corporation, or limited liability company, will affect how sale proceeds are taxed. Certain tax benefits are only available if your business is structured properly ahead of time. In addition, the form of the transaction has tax consequences. Buyers often prefer asset deals for tax benefits and to avoid legacy liabilities, while sellers usually prefer stock deals for capital gains treatment and to avoid “double tax” in a C-corporation setting. Experienced tax advisors can guide you through these issues and make recommendations designed to achieve your objectives.
Pending litigation, investigations, or audits can chill buyer interest or reduce the valuation. Develop a strategy: resolve litigation where feasible, conclude investigations and audits, or build a strong defense if a resolution is not viable. A clean slate heading into due diligence reduces uncertainty discounts buyers may otherwise apply.
The decisions you make and actions you take before initiating a sale process often determine how successful the outcome will be. Preparing early not only protects value but also creates opportunities to improve it. While the topics above highlight some of the more important considerations, every business has unique legal, financial, and tax issues that deserve attention well before buyers are at the table. Engaging experienced legal, tax, and financial professionals early can give you more control over the process, help avoid costly surprises, and ultimately position you to secure the best price and terms for your business and for your personal goals after the sale.
For additional information about the issues discussed in this Insight, please contact one of the authors:
Wendy G. Marcari, a Member of the Firm and the Managing Member of the New York office of Epstein Becker Green, focuses on mergers and acquisitions involving both healthy and distressed businesses and on bankruptcy and corporate reorganizations in health care and a broad range of industries.
Rob Vanderbeek, a Partner at Novo Advisors, has more than 30 years of experience in restructuring, performance improvement, due diligence, litigation, valuation, and forensic matters. He has led many distressed companies through the restructuring and sales processes, both in and out of court.
