Deal Structure Question (Stock vs. Asset M&A Deals)

Hi all,

I was hoping someone could answer a few questions on the pros/cons for buyer & seller when structuring an M&A deal (asset vs. stock).

My understanding (which may not be correct) is that public co M&A deals are typically structured as stock for a number of reasons (tax, value reasons) and generally an asset deal is more favorable to the buyer.

I'm wondering what would drive a target co to agree to an asset deal? 

Are public whole co M&A deals typically only structured as asset deals when the target is under financial distress?

For example, you're a struggling public company with a sizable debt load (i.e. bankruptcy a real possibility in the next 1-2 years) with limited buyers and only 1 valuable asset. 

If there's an interested buyer in the above example, could they structure the transaction as an asset deal to "get around" the targets debt/liabilities and therefore only acquire the 1 asset? If that is a possibility, what happens to the targets outstanding liabilities? 

Any insight is very much appreciated.

Thanks in advance.