Corporate Restructuring Summit David Baxter A&L Goodbody 25 September 2013

Recent legal developments in Restructuring  Current landscape  New & forthcoming legislation  Pensions & insolvency  Deleveraging update

Current Landscape  Retail examinerships still in vogue  NAMA’s first Irish portfolio loan sale (including a JV arrangement)  Large corporate restructurings - out of court & consensual  New debt holders working through loan books; inter-creditor tensions remain within syndicates  Steps taken to improve liquidity in property market e.g. R.E.I.T.s legislation  Impact of IBRC liquidation

New & forthcoming legislation  IBRC Act, 2013  Companies Bill, 2012  Amendments to EU Insolvency Regulation  Personal Insolvency Act, 2012  Land and Conveyancing Law Reform Act, 2013

Land and Conveyancing Law Reform Act, 2013  The legislation addresses a specific loophole arising from ….  …. Start Mortgages Limited v Gunn decision  2009 Act unintentionally removed right of a lender to seek repossession of registered property where mortgage created pre 1 December 2009  Act does not have retrospective application; key date: 24 July 2013  Possibility of adjournments when principal private residence at play

Companies Bill, 2012  Codification of directors’ duties  Receivership »More extensive powers; although short of NAMA receivers’ powers  Examinership »SME examinerships at Circuit Court  Liquidation »Reducing court’s supervisory role »Threshold to petition to wind up is now €10,000

Amendment of EU Insolvency Regulation  Review after a decade timely  EC publishes reform proposals in December 2012  Key proposed changes: »More clarity around COMI – impact on forum-shopping? »Scope of Regulation extended – inclusion of UK schemes?

Pensions & Insolvency  Key English Supreme Court decision (Nortel/Lehman) on 24 July 2013  Broad powers of UK Pensions Regulator; ranking of contribution notices  Relevance in Ireland »Irish subsidiary part of group that sponsors a UK DB scheme »IrishCo a target for UK Pensions Regulator »Secured and preferential creditors now not at risk  Challenges for DB pension trustees in Ireland

Deleveraging Source: Department of Finance and NTMA Cumulative deleveraging at AIB, BOI & PTSB to end-Dec 2012 of €57bn (81% of 3yr target); €20.8bn achieved in 2012 AIB - disposals are ahead of plan and the programme is nearing completion. Remaining deleveraging required to reach their target is to be achieved through loan work-out and amortisation. BOI - has completed it’s disposal plan and the remaining deleveraging is on target and forecast to be achieved through rundown of non-core loan books. PTSB - deleveraging programme postponed pending consideration of EC Restructuring Plan.

Loan Portfolio Sales  Why not more portfolio loan sales in 2013?  Impact of IBRC loan sales  Some unhelpful domestic case law  Preference to sell single assets  For some banks, deleveraging targets have been met  Reaction to pricing on 2012 loan portfolio sales  Banks not in a position to to crystallise losses  Stress-testing banks’ balance sheets in H1 2014