Independent Business Review

What the IBR Engagement Delivers

A typical IBR combines a short-term cash analysis, a sharp view of the business plan, scenario stress-testing and an agreed restructuring scope, all delivered to a tight timetable with an agreed fee. The strategy section sets out how each option is sequenced.

Core deliverables:

13-week cash forecast — weekly granularity, payment timing tested against trading information, cash gap identification and quantification, with each line itemized and reviewed
Business plan sharp review — assumptions, revenue, cost base, working capital, capex, debt service, sensitivity ranges
Trading update — recent management accounts assessed against the projected trajectory, with variance analysis
Restructuring scenarios — operational and financial options with quantified impact on the group outlook
Sources and uses — incremental funding requirements, refinancing alternatives, sponsor equity options
Stakeholder mapping — lenders, sponsors, suppliers, employees, mandataires, Greffe du Tribunal de Commerce and other interlocutors
Going-concern view under French norms (PCG and Code de commerce), referenced to the procédure d’alerte framework
Conclusions and recommendations — actionable steps for value preservation

The scope is agreed in writing before kick-off. The engagement letter records the audience, the level of work, the reliance regime, the timetable and the fee. Service quality is anchored on partner involvement throughout.

When the IBR Is Commissioned

Five recurring triggers:

Covenant breach or near-breach — the borrower has breached, or is about to breach, lending covenants, and the lender syndicate requires an independent view before granting a waiver or amendment. Lenders also ask for the document before they conduct a fresh credit review
Refinancing under stress — the group faces a refinancing wall, and lenders need a clear view on debt capacity and going-concern
Mandat ad hoc or conciliation — French preventive procedures requiring an integrated business plan as the basis for negotiation between the debtor and its creditors, supervised by a court-appointed mandataire
Board-commissioned governance review — the board, often through the audit committee, requires an independent view on management’s outlook ahead of an important decision
Pre-procedure review — review of whether sauvegarde or redressement judiciaire is appropriate, with realistic scenarios mapped against the Livre VI du Code de commerce framework

In each case the engagement is calibrated to the timetable (usually four to eight weeks) and to the audience requesting the work.

IBR Practice in France vs. Internationally

The concept is recognised across jurisdictions, but the procedural context differs.

In France, the IBR sits within a codified preventive restructuring framework (Livre VI du Code de commerce: mandat ad hoc, conciliation, sauvegarde). The commissaire aux comptes has a defined statutory alert role under article L. 234-1 of the Code de commerce. The court (Tribunal des Activités Économiques or Tribunal de Commerce) supervises the mandataire ad hoc or conciliateur. CNCC professional standards govern independence. Banking documentation is bilingual for international syndicates.

Internationally, the equivalent service (UK or US “QoE-plus-business-plan”) is more market-driven than codified, anchored in LMA loan documentation and lender steering committees. Out-of-court workouts in Anglo-Saxon settings rely on contractual standstills and intercreditor agreements, with mutual creditor consent and mutual covenants recorded in proper documentation. The UK Scheme of Arrangement and US Chapter 11 fulfil the formal-procedure function with different timetables and a different creditor balance. In Germany, the StaRUG procedure adds a third comparable framework. In Italy, the concordato preventivo and the recently reformed composizione negoziata serve similar functions.

The two settings differ in court oversight and in stakeholder consent. These distinctions surface inside an IBR delivered for an international lender syndicate. The provider must read both worlds, and the seasoned provider achieves a balanced output across both.

For an international bank or credit fund operating in France, the document must be readable inside both worlds: French legal precision and Anglo-Saxon lender documentation conventions. That is what Interexco delivers.

Why This Matters: The French Restructuring Landscape

IBR engagements in France interact with a clear legal and professional framework. Several French regulatory bodies frame the work:

Code de commerce (Livre VI) — restructuring procedures and the procédure d’alerte
CNCC (Compagnie Nationale des Commissaires aux Comptes) — independence and reporting policies for the practitioner delivering the IBR
OEC (Ordre des Experts-Comptables) — professional standards for expert-comptable advisory work, including the technical guide on going-concern review
DGFiP (Direction Générale des Finances Publiques) — French corporate tax framework, applicable to restructuring scenarios involving tax debt
ANC (Autorité des Normes Comptables) — French GAAP (PCG) used in the going-concern view
URSSAF — social-debt position, often a sensitive line in 13-week cash and in restructuring talks
Greffe du Tribunal de Commerce — registry of court-supervised procedures
AMF (Autorité des Marchés Financiers) — relevant when the debtor is listed or has bond debt outstanding

The French standard corporate tax rate is 25% (DGFiP, 2025), with a reduced 15% rate on the first €42,500 of profit for qualifying SMEs. Statutory audit thresholds have been updated by Décret n° 2024-152 du 28 février 2024 (transposing EU Directive 2023/2775): bilan ≥ 5 M€, CA HT ≥ 10 M€, ≥ 50 employees on two consecutive financial years. These thresholds identify which French businesses are subject to mandatory statutory audit and, by extension, to the commissaire aux comptes alert procedure.

CSRD obligations have been transposed by Ordonnance n° 2023-1142 du 6 décembre 2023, adding ESG considerations to the going-concern picture for larger groups. E-invoicing reform (Loi de finances 2024) applies from September 2026 for large enterprises and September 2027 for SMEs; the company’s ability to submit invoices electronically — and to produce structured electronically signed billing records — is now part of the operational view.

The French government has published, through DGFiP and the Ministry of the Economy, supportive policies for businesses in difficulty: CCSF rescheduling of tax and social debt, prêts garantis par l’État in extreme stress settings, and CIRI / CODEFI mediation at département level. The administration also coordinates sectoral support through the Commissariat aux restructurations, which works with the relevant ministry department on a case-by-case basis. These public mechanisms are factored in where useful, and the borrower’s interaction with the ministry is recorded in the file.

Methodology and Implementation

Interexco delivers IBRs through a four-phase methodology. Each phase has set inputs, set outputs and clear responsibilities. The implementation route is written into the engagement letter so the audience, the lenders and our team share the same expectations and the same goals.

Phase 1 — Scoping and kick-off (week 1). Engagement letter signed, reliance regime agreed (lender-only, sponsor-only, board, or shared between mutual stakeholders), technical brief confirmed, data-room access established, key stakeholders introduced. The kick-off meeting records the timetable, the audience and the procedure setting. A short scoping memorandum guides the application of the methodology to the case at hand. Conflict checks are recorded in the file. The purpose of scoping is to align audience, timetable and fee, and to provide draft milestones before any analytical work begins. A defined scoping protocol governs the phase. A provider that runs a tight scoping phase will achieve faster delivery in Phases 2 to 4 and will achieve the audience-fit goal sooner; the provider also reduces the risk of mid-engagement rescoping. The kick-off note serves as a defined application guide for the team, and the application of the protocol is checked by the partner.

Phase 2 — Information gathering and trading review (weeks 2–3). We gather management accounts and the project pipeline; we gather all relevant contracts, leases and financing documentation. Integrated trading and cash information is examined, customer and supplier concentration analysed, recent payment behaviour mapped, working-capital outlook quantified. Where revenue depends on a project portfolio, project-level performance is examined and a baseline trading profile is reconstructed. Our reviewers examine project margin by contract and build the technical baseline that anchors the integrated cash model. This baseline approach keeps every figure traceable and we provide a baseline statement to the audience at the end of Phase 2.

Phase 3 — Modelling and scenario analysis (weeks 3–5). The 13-week cash forecast is verified, the projected business outlook critically assessed, scenario fallout quantified, restructuring options costed. We verify each assumption against trading information and evaluate sensitivity around revenue, cost base, working capital and finance cost. A technical bridging schedule reconciles management’s projections to the integrated baseline, with each adjustment tracked accurately and evidenced, depending on the materiality threshold agreed. Validation is documented; estimates are challenged; an accurate baseline is delivered. We apply an evaluation framework that determines, for each line, whether management’s estimate is realistic, achievable, aligned with prior trading and accurate against external benchmarks. We develop, with management, the corrective course needed to ensure budgets and budget submissions hold under stress.

Phase 4 — Report drafting and findings (weeks 5–7). Findings circulated in draft, management responses integrated, final document issued to the audience. The summary section is calibrated for the steering committee or board; the detailed appendices for the analysts, including supporting financial statements where the file requires. The conclusion sets out our central view, options and recommendations. The issuance call is taken by the lead partner after a second-partner review. Reviewers sign off in writing; reviewers’ working notes stay in the file.

Throughout, the IBR partner is the single point of contact. Engagements are senior-led: there is no junior-only execution on French restructuring work. Our internal training programme — refreshed annually and supported by external training from the OEC and CNCC — guides every staff member through the Livre VI framework and CNCC independence rules. Continuous training underpins quality, and we develop technical skills internally through structured programmes. The training programme has been effective across the last three intakes.

Engagement teams are sized to the timetable: typically two managers, three to four senior associates, and one partner, with specialists drawn from the wider house as scope requires. The workflow is supported by a toolset — secure data room, modelling tool with version control, reporting tool tied to the engagement file — published internally and reviewed annually. We use a project-tracking tool to keep every milestone visible. The applied implementation of the toolset is checked yearly. The program of internal training, the program of tool upgrades, the program of independence refresh and the program of partner peer review all run on annual cycles, so each program is auditable on demand.

Industries We Serve

Interexco delivers IBR engagements across the sectors where French restructuring activity concentrates. Each sector brings its own cash profile and its own regulatory exposure:

Industrial manufacturing — covenant resets, working-capital squeezes, energy-cost impact, mutual supplier renegotiation, plant-level performance check
Retail and consumer — post-pandemic plan revisions, lease restructuring, store-portfolio scenarios, supplier payment review
Real estate and construction — project completion risks, supplier payment chains, margin review by site, dispute log, plus risks to project delivery and opportunities arising from supplier consolidation
Healthcare and life sciences — clinics, hospital groups, cliniques privées, medical device businesses and pharmaceutical distributors. Medical receivable timing, insurance and patient billing cycles, capex and equipment funding, regulator interaction. Hospital schedules and insurance bills are scrutinised line by line; the patient mix and patient condition drive the cash profile, with respiratory and chronic-care specialities exposed to particular receivable risk. Patient-billing fidelity, medical-coding accuracy and insurance cycle times are all assessed; for chronic respiratory portfolios the patient pool and applicable tariff drive the model. Medical billing, reimbursement timing and healthcare receivables — sums from insurance schemes and from public healthcare reimbursement — typically determine the group’s liquidity, and health-sector working capital absorbs cash quickly. A separate healthcare cash sub-model is built, with itemized medical and healthcare cost lines, including bill-level audit and assessing the health portfolio
Hospitality — seasonal cash patterns, fonds de commerce scenarios, supplier and employee outlook
Tech and software — revenue-recognition issues, deferred-revenue treatment, SaaS KPI fidelity, renewal review
Services and staffing — cash patterns driven by payment cycles, URSSAF position, portfolio analysis
Logistics and transport — fuel-cost pass-through, fleet funding, customer payment behaviour, set fee structures with logistics counterparties
Public-sector contractors — engagements where the entity’s revenue base depends on government framework agreements and where government disbursement timing drives the cash profile. The award pipeline and contractor performance KPI are examined at each milestone, and must include each material milestone. For French contractors serving European agency programmes — and, for groups with US subsidiaries, federal or DoD programmes — the cycle and public contracting rules are factored in

Sector calibration matters: a retail engagement weighs store-level operational information differently from a manufacturing one weighting customer concentration and plant-level cost.

Project-Based Engagements: EVM, PMB and Government Contract Work

A subset of engagements concerns companies whose revenue depends on a project portfolio billed to government bodies or to large institutional buyers. The methodology approaches project economics through tools familiar to the project-finance and contracting community.

Earned value and PMB. Where a project is large enough to warrant earned-value tracking, we reconstruct the performance measurement baseline (PMB) from contract-level information. The PMB anchors the integrated project-cost view: planned value, earned value and actual cost across each work package. An earned variance read identifies where a project is ahead of, or behind, the PMB.

EVM in use. Earned value management is applied selectively, mainly in federal contracting, aerospace, defence and large infrastructure. The read on the portfolio feeds the 13-week cash and the going-concern view directly. The measurement gives a defensible cost baseline. A short EVM guide note explains the convention to the lender audience, and an internal guide is published for staff. The application, done properly, lets the partner challenge schedule realism, resource loading and cost-to-complete with evidence rather than assertion. The defined EVM application is checked by the second-partner reviewer, who guides the staff group through any unusual variance.

Federal and government setting. Some groups hold framework agreements with European agencies, the French DGA, US federal agencies or DoD programs. Where the entity must submit monthly cost claims, we examine the submission, the supporting content and the audit trail. We address each material claim and each material dispute, and we test how each award has been earned, billed and paid. Disputes around award scope and award-level disputes are inventoried with the date of dispute, the disputed amount and the resolution path. Where the group needs to pay subcontractors before getting paid by the public buyer, the cash gap is modelled; where the agency uses pay-when-paid clauses, the receivable risk is flagged. The cycle, the office-level approvals and contractor payment timing all shape the cash forecast. A successful federal or agency engagement requires close coordination with the entity’s internal project office and with the counterparty department.

Process, policy and resources. Each project has its own process for billing, claims and dispute resolution. The processes — billing, dispute, change-control, audit — are each examined. Project-management policy is set against the operations reality. The integrated baseline is checked across schedule, cost and resources; resource loading is tested against schedules; critical-path resilience is tested against staff turnover; the resource pool is tested against contracted commitments. The resources required to execute the portfolio are inventoried, and the gap is quantified. Where management runs a multi-project programme, the programme governance — programme steering committee, programme reporting line, programme risk register, programme roadmap — is examined. The programme baseline and programme metric are set against actuals. A corrective programme is then agreed where any programme metric breaches its target.

This chapter is included only where relevant; for purely commercial borrowers the document moves directly to the next section.

How to Choose an IBR Provider

The choice of provider matters: the document’s value to the lender or sponsor depends entirely on the provider’s standing, independence and procedural credibility. Selection criteria:

Regulatory standing — the provider should be an expert-comptable house regulated by the OEC, or a CNCC-registered partner, or both. A firm without French regulatory standing cannot credibly issue an IBR for a French restructuring procedure.
Independence — the partner must be independent of the statutory auditor and of any party to the financing. Conflict checks should be run before the engagement letter is signed.
Restructuring experience — this is not generalist advisory. The partner group should have a documented track record on covenant breaches, conciliation procedures and lender-led mandates.
Audience fit — international lender-led mandates require English-language delivery and Anglo-Saxon documentation conventions; board-commissioned mandates require French-language depth. A solid partner should achieve both and achieve audience fit on the first draft; the provider should be able to give recent news of similar audience-fit engagements.
Sector knowledge — the partner should understand the industry well enough to challenge management assumptions. In healthcare, a partner that understands medical reimbursement and reimbursement timing helps; in federal contracting, a partner that understands DoD and agency cycles helps. Sector knowledge cuts costs by reducing iteration.
Senior-led delivery — junior-only execution does not work. Partner time on the file is the proper signal of quality.
Set fee structure — a fixed fee for the core scope plus a capped contingency for additional work, agreed in the engagement letter, keeps the engagement aligned to the timetable. A transparent fee clause is the test of a fair-dealing provider.
Technical know-how — confirm the team has current technical training on French restructuring law and on integrated cash modelling. Annually achieved training cycles, published and audited, are a stronger signal than informal know-how.

A short reference call to two or three previous clients — by lender, sponsor and board side — is the most reliable check. We ensure each reference call is set up promptly on request.

Risk Management and Independence

The document’s authority depends on the independence and the structured risk approach of the partner delivering it. Four risk-management points:

Conflict checks. Before the engagement letter is signed, the partner runs conflict checks against the organization under review, its statutory auditor, its lenders, its sponsor and any related parties. Documented conflict clearance is part of the file. We verify that no team member is exposed to a conflict that could compromise the integrity of the engagement, and we address any concerns raised by lenders before kick-off. A fair and balanced view across creditor classes is part of the brief.

Reliance regime. The reliance regime is set upfront: who can rely on the document, for what purpose, with what cap on liability. Reliance is not granted by default; it is contractually agreed under the engagement letter article on liability and reliance. The audience and the addressee are recorded in the engagement letter; any address change requires a written addendum. The reliance article is reviewed by counsel where the audience requests it.

Going-concern and the alert procedure. Where Interexco is not the commissaire aux comptes, the engagement can comment on going-concern factors without triggering the statutory alert procedure. Where a separate commissaire aux comptes has issued an alert, the conclusions are integrated into the analysis. The two roles are kept clearly separate.

Independent challenge. Internal quality is part of every engagement: a second partner reviews the integrated cash baseline, the technical scenario set and the conclusions before issuance. The benefits are visible in the output’s reliability — an evidenced deliverable the audience can act on. We address any inconsistency before the document leaves the house. Quality control covers the full process.

From Findings to Action: How the Audience Uses the Document

The document exists to help the audience act. The act can be a covenant waiver, an extension of the standstill, a new-money injection, the appointment of a mandataire ad hoc or, in the harder cases, the filing of a sauvegarde request. The steering committee on the lender side and the audit committee on the borrower side read the conclusions and use them.

From conclusions to action steps. Each conclusion is paired with an action step. The steps are sequenced. The audience can adopt them, modify them or reject them. Each one is evidenced and each improvement opportunity is flagged. The step list sets out goals against which progress can be measured, with objectives written as concrete actions and clear performing owners. The action log lists potential gains and the potential downside if action is delayed. We weigh the relative impact of each action; the trade-offs are shared with the audience. The objective for each step is stated in one line.

Operations betterment. Where the engagement identifies operations weaknesses — billing slippage, stakeholder communication gaps, working-capital control issues, gaps against sector guidelines — the action plan includes a written improvement effort. Management is responsible for delivering each improvement element. We help develop the corrective approach where the audience asks; we ensure each step is owner-named and time-bound. The challenges raised are addressed concretely. We share insights from comparable engagements where useful, and the insights inform the action log.

Closing section. The closing section summarises the going-concern view, the integrated cash position, the restructuring options and the recommendation. It is short and dense, written so the audience can move quickly. Stakeholder transparency is the success metric; ensuring clarity is the partner’s last task before issuance.

Stakeholder communication. The document is circulated under non-disclosure. Stakeholder transparency inside the named audience is the operating principle; openness outside the named audience is not granted by default. Stakeholder dialogue is coordinated through the partner. We confirm with each stakeholder that the document is understood; we increase clarity where lenders request supplementary content. Conducting stakeholder calls and supplementary briefings is invoiced separately under the extra-work cap. We treat each stakeholder concern with a written response.

Cash, Income and Debt Service

The engagement puts income, the repayment schedule and loan covenants at the centre. For each material loan we examine the covenant package, the repayment profile, the standby liquidity facility and intercreditor terms. A separate sub-model lets the partner verify, in one page, whether income covers debt service across the next 13 weeks.

Income fidelity. Income is challenged line by line. Recurring-contract income is treated separately from project-based income. The line in the cross-checked baseline matches the trading view and management accounts; discrepancies are reconciled before issuance. Customer concentration is mapped against the customer file. The market access strategy is examined alongside.

Loan and syndicate picture. The portfolio is set against the trading outlook. Syndicate composition is examined; each lender’s stake is summarised; the lender-by-lender covenant grid is reproduced for the audience.

Repayment scenarios. Three scenarios are typically modelled — base, downside and severe downside. The orderly profile holds in base; a partial standstill is needed in downside; a full restructuring and possibly new money is needed in severe downside. The result of each scenario feeds the closing section; the result-by-scenario table is in the appendix.

Bottom Line: When the IBR Is the Right Deliverable

It is the right deliverable when:

A lender or sponsor needs a clear, independent view on a French group’s near-term outlook before granting a covenant waiver, additional finance or a payment standstill
A board needs an independent view on management’s plan before a critical decision
A mandataire ad hoc or conciliateur needs an integrated business plan and cash review as the basis for creditor negotiation
A pre-procedure assessment is needed to determine whether sauvegarde or redressement judiciaire is appropriate

Frequently Asked Questions

What is an independent business review in France? An independent business review (IBR) in France is a structured assessment of a business’s short-term liquidity, business plan and operational position, conducted by an independent provider on behalf of lenders, sponsors or the board. It supports covenant negotiation, refinancing, mandat ad hoc and conciliation procedures, and pre-procedure assessment for sauvegarde or redressement judiciaire. The deliverable is an advisory document, not an audit opinion.

When is the IBR commissioned in France? On covenant breach or near-breach, refinancing under stress, entry into mandat ad hoc or conciliation, a critical board decision, or pre-procedure assessment. The audience varies — lenders, sponsors, board, court-appointed mandataire — and the scope is calibrated accordingly. The standard timetable is four to eight weeks from engagement letter.

Who delivers an IBR in France? An independent provider — typically an expert-comptable partner regulated by the OEC or a CNCC-registered restructuring practice — independent of the statutory auditor and not a party to the financing. Independence is structural: the document’s value to creditors and sponsors depends on the partner having no conflict with the audit, equity or debt of the company under review.

What are the differences between an IBR and a financial due diligence in France? A financial due diligence is transaction-specific, focused on quality of earnings, working capital and net debt. The IBR is a restructuring-context exercise focused on liquidity, business-plan realism and restructuring scenarios. The two differ in purpose, audience, standard and methodology; understanding these differences matters when commissioning the work.

How long does it take? A typical engagement runs four to eight weeks from engagement letter to final document. A liquidity-focused fast-track variant can be delivered in two to three weeks where the audience requires it. The schedule is set in the engagement letter and tracked weekly against milestones.

Can the IBR provider later act as mandataire ad hoc or judicial administrator? No. The mandataire ad hoc and administrateur judiciaire roles are court-appointed officer positions with their own regulatory and independence framework. The partner may continue to support the borrower, sponsor or lenders during the procedure in an advisory capacity, but not as a court officer.

What does it cost in France? Fees depend on the borrower’s size, business-plan complexity and procedure timetable. A typical mid-market engagement for an international lender or sponsor is agreed on a fixed-fee basis for the core scope, with a capped contingency for additional analysis. The fee structure is recorded in the engagement letter before kick-off.

Can the document be issued in English for international lenders? Yes. Interexco engagements can be issued in English for international bank syndicates, credit funds and PE sponsors, with French-language documentation provided in parallel where required by the court or the mandataire. Multilingual deliverables are available, in the language of the engagement.

Is the document confidential? Yes. It is circulated under non-disclosure to the named audience. The reliance regime is recorded in the engagement letter and any onward transmission requires prior consent.

Speak With Our Restructuring Partners

If you are a lender, sponsor, board director or restructuring counsel facing a covenant breach, a stressed refinancing or a conciliation decision on a French business, speak with one of our partners about timetable, scope, fee and audience. Interexco operates from 30 Boulevard Haussmann, Paris, with offices in Lille, Milan and Tunis. We work in English, French, Italian, Spanish, Russian and Arabic and routinely act alongside international restructuring counsel, mandataires ad hoc and bank syndicates.