Notes · Prevention & acquisition

The pre-pack sale: selling in discretion

Negotiate the sale of a business away from the market, then seal it quickly under the court's protection. The pre-pack sale is the finest tool in the law on companies in difficulty. Here is how it works, what it makes possible, and what it demands of an acquirer.

Verdoso · Investor & acquirer Published on 9 min read
Confidentiality · Speed · Value
Definition

Two stages: prepare in shelter, execute fast

The pre-pack sale, introduced by the ordinance of 12 March 2014, rests on a subtle articulation between two phases. First an amicable and confidential phase, meant to organise the sale without publicity or pressure. Then a court phase, which secures the sale within the protective framework of a collective procedure. You prepare the sale calmly, you seal it under the court's authority.

The starting point is a conciliation (or an ad hoc mandate). At the director's request, the president of the court gives the conciliator a special mission, set out in article L611-7 of the Commercial Code : to organise in advance the sale, total or partial, of the business. Offers received in this framework can then, under conditions, be examined by the court as soon as the collective procedure opens (article L642-2 II), without starting from scratch.

The sequence

The five stages of a pre-pack

Confidential
Conciliation opens5 months max

The director, still in charge, requests a conciliation. Everything happens in discretion, with no information to the market or the works council.

Mandate
Mission to find an acquirerArticle L611-7

The president of the court tasks the conciliator, often a judicial administrator, with organising the sale. They approach acquirers from a list agreed with the director.

Selection
Anonymous call for offersShort deadline

The conciliator publishes an anonymous call for offers, without the target being recognisable, with a submission deadline sometimes under a week. Offers meet the conditions of article L642-2.

Handover
Collective procedure opensReorganisation or liquidation

The business opens a judicial reorganisation or liquidation. The court checks that sufficient publicity was ensured during the preparation.

Execution
Sale orderedOften within weeks

The prepared offer is examined without delay. The court approves the sale plan in favour of the chosen acquirer, free of prior liabilities.

The ground rule

Confidentiality, yes; opacity, no

The strength of the pre-pack is its discretion. Its limit is a duty of fairness. Before authorising the move to the court phase, the court must check that the steps ensuring sufficient publicity of the preparation were properly carried out. In practice, the conciliator publishes a call for offers, even anonymous, so that other acquirers could have come forward. Confidentiality protects the business ; it must not lock out competition.

That is also why the court is never bound by the prepared offer. It stays master of its decision and applies the ordinary criteria of the court-supervised sale. The offer prepared upstream starts with a considerable lead, but it is judged like the others.

The balance sheet

Advantages and limits

The advantages are real. Going-concern value is preserved, because clients, suppliers and employees do not learn of the difficulty from the press. Speed avoids the erosion that a long spell of uncertainty causes. And the acquirer gains strong legal certainty : they take the assets free of almost all prior liabilities.

The limits come from the same spring. Confidential preparation mechanically reduces the number of candidates and the transparency, which some criticise. The very tight timetable can deter serious but slower acquirers. And nothing is settled : the court may prefer another offer, or refuse the sale. The pre-pack is an accelerator, not a guarantee.

In practice · Verdoso

A ready acquirer, when every day counts

The pre-pack does not reward the biggest cheque, but the best-prepared acquirer. Verdoso has invested in and acquired companies since 1997 : we can read a file in a few days, secure financing upstream and build an offer that preserves activity, jobs and know-how. For a director, that is the assurance of an interlocutor who is not learning the craft on their file.

Discretion protects value.
Preparation turns it into a rescue.

Talk to us in confidence The full guide

Frequently asked questions

What is a pre-pack sale (pré-pack cession)?
It is the confidential preparation of the sale of a distressed business during a conciliation or ad hoc mandate (article L611-7), with the conciliator tasked to find an acquirer, then its quick execution in a collective procedure opened afterwards (article L642-2 II). It combines the discretion of the amicable phase with the certainty of the court phase.
Is a pre-pack sale really confidential?
Yes during the preparation, which takes place under the confidentiality of the conciliation. The conciliator approaches acquirers and often publishes an anonymous call for offers, without the company being identifiable. Confidentiality ends when the procedure opens, but by then the sale is already negotiated.
How long does a pre-pack sale take?
Preparation takes place during the conciliation, capped at five months. The sale is then carried out very quickly after the procedure opens, sometimes within weeks, because the offer is already ready. The submission deadlines set by the conciliator can be very short.
Must the court accept the prepared offer?
No. The court stays sovereign : it checks that sufficient publicity was ensured and keeps the offer that, under article L642-5, best preserves employment, pays the creditors and offers the best guarantees. The prepared offer starts with a lead, but it is not guaranteed.
What is the difference with a standard sale plan?
A standard sale plan is prepared after the procedure opens, in the open. The pre-pack prepares its content beforehand, in the confidentiality of the conciliation, to preserve value and save time. The substantive rules of the offer (article L642-2) remain the same.
Sources
  1. Mission to prepare the sale in conciliation : article L611-7 of the Commercial Code.
  2. Examination of the prepared offer and sufficient publicity : article L642-2 of the Commercial Code.
  3. Court's selection criteria : article L642-5 (CNAJMJ).
  4. Origin of the mechanism : ordinance no. 2014-326 of 12 March 2014.

This note presents the law in force as general information, up to date as of 1 July 2026. It is neither legal advice nor an offer of services : each situation must be examined with a lawyer and a court-appointed officer.