Corporate Restructuring Summit Tom Kavanagh David Baxter Kavanagh Fennell A&L Goodbody

 Insolvency Statistics  Headline Cases  Current Trends  Legal Update  Asset Disposal & Debt Restructuring Strategies  Nama Update  Predictions for 2012 Introduction

Predicted 2011 total: 1,500 + *statistics do not include personal asset receivership source- Statistics Corporate Receiverships Jan to Sept ExaminershipsLiquidations

 Receiverships: Superquinn; Elliotts; SM Morris; The Heritage; Celtic Bookmakers  Statutory Receiverships: Grehan; Daly; Dunne; McNamara  Share Receivership: Quinn Group  Examinerships: McInerney Group; Xtra-Vision  Liquidations: Bowen Construction;Total Fitness Headline Cases

 Lack of liquidity still critical  Level of enforcement: static  Restructuring  Banks showing patience with trading companies  Auctioneering firms enter market; Allsop auctions  Other than Google deal, commercial property slow Current Trends

 Senior lender opposition is very challenging  Secured creditors can be crammed down  Forcing secured creditors to stay in – less feasible  "Exceptional Circumstances" comment by Justice Clarke  Valuation: Examiner’s scheme -v- liquidation/receivership  Expect cross-examination of valuers/experts  Pre-process negotiations may influence a judge Lessons from McInerney

Shadow Director issues  Current law  Buzzle -v- Apple, NSW Supreme Court decision (2010)  If the actions of lender (i.e. extension of credit with conditions attached) are…  part of commercial negotiations & relying on contractual rights  at arm’s length  looking after lender’s own interests and  allow board to exercise some discretion then… …risk can be mitigated

Other Legal Developments  Belgard Motors  Start Mortgages and Kavanagh v Lynch  Michael McLoughlin (Pharmacy) Limited  Bankruptcy Reform  Multi-Unit Developments Act, 2011

Commercial Asset Disposal Strategy ReceivershipAsset Disposal Strategy Appropriate Asset Manager Trade/Rent + Hold MT Trading Residential Hotel & Leisure Industrial Sell Now Package & Sell

The Push to Restructure  Agree a sustainable Senior debt  Earning / performing loan  Agree a structure for residual debt  Leverage recourse to promoter and their assets  Incentivise borrower to repay residual debt  Anti-embarrassment/Confidentiality provisions

NAMA update  New Insolvency Team to monitor Receiverships  Challenges by borrowers but also… …NAMA working with borrowers  Capability, co-operation & full disclosure  NAMA seeking undertakings "not to move COMI"

Predictions for next 12 months  Distressed residential property auctions to continue  NAMA to try and kick-start commercial property market  Pre-packs in the retail sector to increase  A few large, over-leveraged corporates to be restructured  Consensual work-outs progressed by banks  Foreign investment into distressed situations to increase

Corporate Restructuring Summit Tom Kavanagh David Baxter Kavanagh Fennell A&L Goodbody