ISSUE 17, JULY 2016

GLOBAL INSIGHT News, Views and Analysis from DLA Piper’s Global Restructuring Group GLOBAL INSIGHT News, Views and Analysis from DLA Piper’s Global Restructuring Group

SCANNING THE HORIZON

MICHAEL FIDDY, CO-CHAIR OF DLA PIPER’S GLOBAL RESTRUCTURING GROUP, REFLECTS ON SIGNIFICANT RESTRUCTURING DEVELOPMENTS AROUND THE WORLD

This edition of Global Insight comes to you shortly after the In such historic times, it is more important than ever to United Kingdom voted to leave the European Union. remember that despite recent forum-shopping trends favouring England’s regimes, it is but one island. The global economic The morning after the vote we provided clients with a summary crisis highlighted deficiencies in the insolvency and restructuring of its immediate impact, stressing that the most important regimes of many countries around the world and prompted point to note is that nothing will change legally until legislation large-scale reform. Lawyers from our Global Restructuring is passed. That is likely to take at least two years while the UK group are involved both openly and confidentially in the legal negotiates the terms of its exit. The UK’s departure from the reform agenda of several nations. Common themes run EU (after the period of negotiations) would remove the throughout the reform efforts, including: automatic recognition of insolvency proceedings and judgments between the UK and European member states. Consequently, ■■ Promoting a rescue culture as an alternative to terminal liquidation proceedings as with so many other areas of law, the UK will need to negotiate new parameters for such recognition. ■■ Improving efficiency by reducing formalities and timescales

For now and despite the monumentally uncertain political landscape (at the time of writing, the government is looking to ■■ Improving recovery rates for creditors appoint a new prime minister and considering the extent to which it requires parliamentary approval, which some consider it may not get, to trigger the formal exit process) for UK restructuring ■■ Introducing increased regulation of insolvency practitioners professionals it is business as usual. Interest in UK schemes of arrangement as a fast, cost-effective and efficient means to restructure domestic and foreign companies’ debts remains keen. ■■ Increasing out-of-court options The UK prides itself on providing some of the world’s leading business rescue tools. Not content to rest on its laurels, shortly Since the financial crisis, almost all countries have taken steps before the UK referendum, the government initiated a public towards introducing changes to insolvency laws. The following consultation to consider enhancements to fill perceived gaps in three, recent developments provide good examples of the the existing regimes: a three month moratorium for all financially general direction of travel. distressed but not necessarily insolvent companies; greater flexibility to compel the continued supply of essential services; the introduction of a new rescue plan procedure; and a request for further information to consider methods by which routes to post-commencement finance might be improved. We shall wait to see the outcome of the consultation but I am confident that having invested in the provision of flexible, dynamic solutions, the UK will take whatever measures it considers necessary to continue supporting the European drive for better recognition and coordination of cross border business rescue and insolvency solutions.

www.dlapiper.com | 1 GLOBAL INSIGHT News, Views and Analysis from DLA Piper’s Global Restructuring Group

SCANNING THE HORIZON

In the wake of the Cypriot 2013 banking crisis, in April 2015 its The importance of staying abreast of legislative developments parliament approved new insolvency laws aimed at promoting a should not be underestimated. The World provides a global rescue culture and making the existing regime more efficient. A shopping centre for restructuring solutions. Each company’s new restructuring-based regime (examinership) was introduced, financial difficulties are unique and it is incumbent upon global which is similar to the UK’s administration process. Under the restructuring professionals to consider the best forum for regime, an insolvency practitioner (also now subject to greater resolving the peculiar challenges of each. regulation) is appointed to develop and agree proposals for the company’s restructuring, with four months’ protection against In our legislative reform work, we are seeing increased creditor action. Cyprus’ reforms saw it rise from 51st to 17th importance placed by governments on the World Bank’s place in the World Bank Group’s Doing Business reports which ranking of insolvency proceedings, each displaying a keen desire rank countries by their ease of doing business. In relation to to ascend in the rankings. Corporate recovery legislation restructuring and insolvency, rankings are by reference to presents a challenging dichotomy: competition between factors such as average recovery rates, the time it takes for governments helps to drive innovation; and yet the lack of each process to run its course and the degree to which the harmonisation between the insolvency laws of different process provides for creditor participation. countries presents potential barriers to investment. The theme of harmonisation brings me back to the start. Since the start of this year, Poland and India have each Shortly before the UK referendum, the latest EC public introduced significant reforms. On 1 January 2016, Poland consultation on insolvency proceedings was specifically aimed at brought in separate acts for bankruptcy and restructuring laws, exploring the scope for areas of insolvency laws around Europe thus keeping rescue proceedings away from the stigma that can to be brought more in line with each other. If the UK proceeds attach to bankruptcy proceedings. to trigger the formal exit process, it will need to consider whether to replicate or adopt any harmonised principles which A number of options have been introduced for the emerge from the consultation exercise. The right to choose to restructuring of potentially viable companies, including a implement unique and World-leading solutions will no doubt procedure to agree a plan with the company’s creditors. continue to be attractive, but for cross border enterprises, even gold-plated restructuring regimes will only be of relevance In India, as recently as May this year both Houses of Parliament if they are afforded cross border recognition. In restructuring passed the landmark Bankruptcy and Insolvency Code. The law, as much as so many other areas of law, the nature of the Code consolidates, in one place, aspects of legislation currently UK’s new relationship with the rest of Europe will be key. featured in an array of separate pieces of legislation and features greater regulation and measures to enhance efficiencies as well KAZAKHSTAN as the introduction of a new 180-day corporate insolvency Kazakhstan has undergone reform in stages since 2012, when resolution procedure. A stay on creditor action arises its insolvency laws were limited and liquidation was the most throughout the currency of the procedure (which can be common and available option for insolvent companies. Since extended once, for up to 90 days). For insolvency proceedings, then, numerous rounds of reform have introduced measures for and echoing a step taken by the UK in 2003, the Code provides the reorganisation of companies, supporting the raising of a new payment waterfall, with the Indian Government now finance by insolvent companies, promoting sales of assets as a sitting behind unsecured creditors and relinquishing its going concern and clarifying and simplifying existing procedures. first-ranking position.

www.dlapiper.com | 2 GLOBAL INSIGHT News, Views and Analysis from DLA Piper’s Global Restructuring Group

SCANNING THE HORIZON

CONSEQUENCES OF REFORM WHERE NEXT? It is clear that many countries are taking big steps to reform The Jordanian Government announced the Jordan Economic and improve their insolvency and restructuring regimes. Legislation Reform project in February this year, with insolvency However, it will be interesting to see whether these efforts will laws forming part of the main focus. The current regime in Jordan be enough to encourage insolvent companies to use their home is predominately focused on liquidation, and so introducing a regimes, or whether they will prefer to use the more tried and rescue regime could be one of the possibilities considered. tested, established regimes of other jurisdictions. Even jurisdictions with more established insolvency and restructuring laws, such as Australia, Switzerland and the The World Bank Group’s Doing Business reports rank United Kingdom are currently undertaking reform. With countries by their ease of doing business, including in relation insolvent companies shopping around for the most beneficial to restructuring and insolvency. The reports take into account jurisdictions, countries must ensure that their regimes are various factors, including average recovery rate, time, cost and keeping up with the competition. creditor participation. DLA Piper has been consulting with governments in a The effects of recent reform can certainly be seen by some number of countries and providing advice as they develop jurisdictions’ sharp rise in the restructuring and insolvency their restructuring and insolvency regimes. With dedicated rankings between the 2015 and 2016 editions of the report. restructuring lawyers across the Americas, Asia Pacific, Europe, Cyprus’ reform saw it rise from 51st place to 17th, Jamaica Africa and the Middle East, we have the knowledge, experience also jumped up the rankings from 60th to 35th following its and resources to address clients’ restructuring and insolvency reform efforts, including the introduction of a reorganisation needs on a national and international basis. procedure, and Slovenia rose from 41st to 12th after the introduction of 2015 reform measures aimed at simplifying insolvency proceedings.

Slovenia’s rise pushed the United Kingdom down to 13th place, Michael Fiddy a surprisingly low result for a jurisdiction widely viewed as an Partner attractive and flexible place for instigating restructuring and London insolvency proceedings. Other countries ranking ahead of the +44 207 796 6325 United Kingdom include the United States, Portugal and [email protected] South Korea.

www.dlapiper.com | 3 GLOBAL INSIGHT News, Views and Analysis from DLA Piper’s Global Restructuring Group

AMERICAS

DELAWARE BANKRUPTCY COURT: PROVISION GRANTING CREDITOR VETO OVER DEBTOR’S DECISION TO FILE BANKRUPTCY VIOLATES FEDERAL PUBLIC POLICY

In a case of first impression, DLA Piper argued before the US In late December 2015, Holdings and its subsidiary, Intervention Bankruptcy Court for the District of Delaware that a consent Energy, LLC (IE) entered into a forbearance agreement with provision in a Delaware LLC operating agreement effectively their secured noteholders, a group of funds under EIG Global granting a creditor a veto right over a debtor’s decision to file Energy Partners (EIG) that required the grant to EIG of a single for bankruptcy was void because it was contrary to federal common unit (referred to as the “Golden Share”) in Holdings public policy. (out of 22,000,001 total common units). The parent of Holdings held the other 22,000,000 common units. As a condition to the Given the significant protections provided by the US effectiveness of the forbearance agreement, the Holdings LLC Bankruptcy Code to debtors, creditors have historically operating agreement was to be amended to require approval sought ways to circumvent bankruptcy laws. Pre-bankruptcy from each holder of a common unit (such as EIG) in order for agreements that interfere with a debtor’s rights under the Holdings to file for bankruptcy protection. Bankruptcy Code have been held to be unenforceable. There has been a recent trend of creditors demanding entity On May 20, 2016, Holdings and IE commenced voluntary structures which require a unanimous vote on the decision as bankruptcy cases (the Chapter 11 cases) in the United States to whether a company may file for bankruptcy, coupled with a Bankruptcy Court for the District of Delaware. provision allowing such creditor to appoint a member to the board of directors or granting equity shares such that the Immediately after the bankruptcy filing, EIG filed a motion to creditor’s consent is required pursuant to the debtor’s dismiss the Chapter 11 cases, stating, among other things, that corporate governance documents. Holdings lacked the corporate authority to file a bankruptcy petition without EIG’s consent pursuant to Holdings’ LLC On June 3, 2016, in the case of Intervention Energy Holdings, operating agreement. LLC (Holdings), Bankruptcy Judge Kevin J. Carey ruled that a consent provision in a debtor’s LLC agreement, the sole On June 3, 2016, the court held that the provision in the LLC purpose and effect of which was to grant a creditor the right to operating agreement that required EIG’s consent to file a eviscerate the debtor’s right to seek bankruptcy protection, bankruptcy petition, even if arguably permitted by state law, was tantamount to an absolute waiver. Therefore, such consent was tantamount to an absolute waiver of the debtor’s provision was void as contrary to the federal public policy of constitutional right to seek bankruptcy relief and, therefore, ensuring the right of a person (including a business entity) to was void as contrary to federal public policy. seek bankruptcy relief as authorized by the US Constitution and as enacted by Congress.

www.dlapiper.com | 4 GLOBAL INSIGHT News, Views and Analysis from DLA Piper’s Global Restructuring Group

AMERICAS

The court explained that the federal public policy being guarded aims to assure the right of a person, including a business entity, to “Resourceful creditor attorneys continue seek federal bankruptcy relief as authorized by the Constitution and as enacted by Congress. The court relied on the history of to invent new ways for parties to bankruptcy jurisprudence, which has held that prepetition circumvent bankruptcy laws and the agreements that interfere with a debtor’s rights under the protections they provide to debtors” Bankruptcy Code are unenforceable and recognized that the parties here have attempted to do the same by contracting away Holdings’ right to seek bankruptcy relief absent EIG’s consent. Thomas R. Califano Resourceful creditor attorneys continue to invent new ways for Partner parties to circumvent bankruptcy laws and the protections they New York provide to debtors. The court’s decision relies on the purpose +1 212 335 4990 and effect of pre-bankruptcy provisions that seek to interfere [email protected] with a debtor’s bankruptcy rights and thus elevates substance over the form of these types of agreements. This case stands Dienna Corrado for the proposition that courts are loath to deny access to Associate bankruptcy courts for corporate entities, as well as individuals, New York regardless of pre-bankruptcy agreements. Accordingly, this +1 212 335 4982 decision will likely have a significant impact on the landscape of [email protected] negotiations between creditors and lenders, especially as it relates to a lender’s ability to control a debtor’s right to file for bankruptcy. Furthermore, the decision will likely cause draftspersons of “due authority” legal opinions to reconsider such considered opinions.

Learn more about the implications of this decision by contacting the authors.

www.dlapiper.com | 5 GLOBAL INSIGHT News, Views and Analysis from DLA Piper’s Global Restructuring Group

CONTINENTAL EUROPE

DIRECT ACCESS TO INSURERS OF INSOLVENT ENTITIES AT LAST? THIRD PARTIES (RIGHTS AGAINST INSURERS) ACT 2010

After considerable delay the long-awaited Third Parties (Rights KEY HIGHLIGHTS OF THE 2010 ACT INCLUDE: Against Insurers) Act 2010, having been amended by the Third Parties (Rights Against Insurers) Regulations 2016, is finally due ■■ The insured party’s primary liability to the third party can to come into force on 1 August 2016. The delay was caused by now be determined alongside an action for an order that the need to update the 2010 Act to reflect developments in the insurer pay any damages awarded, removing the insolvency law since the 2010 Act bill was first passed. cumbersome two step process with a view to cutting down the time taken to recover funds. WHAT DOES THE 2010 ACT DO? The 2010 Act has effectively provided an update to the Third ■■ The definition of qualifying insolvency events has been Parties (Rights Against Insurers) Act 1930, which has protected expanded and all types of insured parties are covered. the rights of claimants against insurers of the liabilities of defendants who were either insolvent or dissolved. Like the ■■ Provided that the insured is subject to an insolvency 1930 Act, the 2010 Act entitles a third party claimant to claim procedure in the UK, the Act will apply (regardless of the governing law of the dispute between the insured and the compensation from insurers of insolvent entities directly rather third party, the residence of any of the parties involved, the than having to claim through the insured and risk such sums governing law of the insurance policy and the place where paid out pursuant to a policy forming part of the insolvent payments have to be made under the insurance). estate. Without the 1930 Act such payments would potentially have to be shared amongst creditors of the insolvent estate. ■■ If it can be established that there is a contract of insurance that covers, or might reasonably be expected to cover, the Unfortunately for claimants, under the 1930 Act, a claimant had to supposed liability, information can then be obtained from usually commence proceedings against the insured and establish both the insured and the insurer including: liability before bringing action against the insurer. Where a company — The identity of the insurer was dissolved, this could even lead to either a claimant having to seek — The terms of any insurance policy including whether leave to proceed against an insured company in liquidation or the there is an aggregate limit of indemnity company having to be re-instated to the companies register in order — Whether there have been any proceedings between the for proceedings to be commenced. insured and the insurer and if so, what the outcome was — Whether there are any fixed charges which would apply The 2010 Act will, however, permit a third party to bring such to any sums paid out under the policy to which the proceedings directly against the insurer usually alongside an action liability related to against the insured - the third party still needs to establish the insured is liable before being able to enforce recovery from ■■ A party receiving such a request for information is obliged the insurer. to provide the same within 28 days of receipt or details of any other person who may be able to do so. Non- compliance may result in a court order compelling compliance. This should enable a third party to make an informed decision on whether or not to commence or continue action limiting speculative claims.

www.dlapiper.com | 6 GLOBAL INSIGHT News, Views and Analysis from DLA Piper’s Global Restructuring Group

CONTINENTAL EUROPE

The rights transferred to the third party will continue to be 3. Insurers performing in depth reviews and being more subject to the defences which the insurer could have used vocal in defending the initial claims brought against the against the insured with three exceptions: insured by the third party as the insurer will no longer be presented with a fait accompli for liability. — Anything done by the third party, which, if done by the insured, would have amounted to, or contributed 4. An increase in requests for information from insurers to, fulfillment of the condition is to be treated as if done which, although come with associated costs and by the insured. administrative burden of dealing with such requests in — Insurers can no longer rely on a defence of breach of the short timeframe allowed, will in turn perhaps duty to provide information, where the insured is: decrease the speculative claims issued. • An individual who has died, or • A body corporate that has been dissolved. Ultimately this is a welcome but overdue amendment to what was — (With the exception of marine insurance) insurers can an inefficiency in the way claims against insurers were brought no longer rely on “pay first” clauses. where the insured was in a form of insolvency process or had been dissolved. HOW WILL IT WORK IN PRACTICE? In reality, it has long been practice for insurers to defend any claim brought by third parties against the insured alongside the main proceedings. The 2010 Act is intended to reflect this and “…The process for obtaining payment from to simplify the process by adding a degree of efficiency. insurers has become streamlined, quicker and cheaper and therefore more accessible. ” It remains to be seen whether the 2010 Act will affect the day-to-day practice of insurers and potential claimants although we are probably likely to see the following trends: Daniel McLoughlin 1. An increase in the number of claims brought by third Legal Director parties against insurers as the process for obtaining London payment from insurers has become streamlined, quicker +44 20 7153 7045 and cheaper and therefore more accessible. [email protected] Consequently, there may well be a decrease in unnecessary court proceedings due to the removal of the two step process.

2. There will be less applications to restore dissolved companies to the companies register given that it is no longer required to commence proceedings.

www.dlapiper.com | 7 GLOBAL INSIGHT News, Views and Analysis from DLA Piper’s Global Restructuring Group

CONTINENTAL EUROPE

ALLOWING VAT CLAIM HAIRCUTS MAY BOOST ITALIAN RESTRUCTURING MARKET

The most useful insolvency proceeding in Italy, the concordato THE CASE preventivo, allows companies to either reorganize or liquidate In order to tackle its financial crisis, in 2014, the company their businesses and write off their debts. But this proceeding, Degano Trasporti filed for admission to the concordato imposes a serious burden, in that it requires that several preventivo. The proposal to the Italian fiscal authorities categories of preferred and secured credits, have to be paid in full. involved only a partial payment of the VAT credit that was owed against the company. In 2007, the Italian Insolvency Law was subject to reform and this principle was amended for the first time meaning that The Court of Udine concerned whether the proposal should be preferred and secured credits can be written off up to the regarded as unlawful on the sole circumstance that it did not market value of the assets, which has to be determined in a offer full payment of VAT debts, and it invoked a preliminary winding up scenario by an independent expert. ruling from the ECJ. In particular, the Udine court asked the ECJ whether a VAT claim writeoff, borne by the fiscal With respect to VAT claims, however, following the authorities (and thus, by the Italian state itself), should be amendment, the Italian Supreme Court has argued against the considered against the obligation of the Member States to take legitimacy of such writeoffs, mostly grounding such a statement all legislative and administrative measures appropriate for in a restrictive interpretation of a specific provision of the ensuring collection of all the VAT that is due. bankruptcy law whereby a debtor can propose the partial payment of taxes, unless they do not constitute a European THE DECISION Union resource. According to the Court’s view, there can be The ECJ has approached this complex issue from a practical no exception, even when any alternative winding up scenario point of view, analyzing how the member states’ obligation to would not result in a better return for VAT claim holders. ensure the VAT collection shall be construed against insolvent debtors that file for concordato preventivo, bearing in mind the The treatment of VAT claims within a restructuring proceeding rights and remedies offered to the relative creditors, who are, is of particular relevance in Italy, since the amount allocated by in fact, the fiscal authorities. a company for the payment thereof, together with the employees’ social contributions to be paid directly by In this regard, the ECJ pointed out that such an insolvency entrepreneurs, represent a fresh influx of cash – one that a proceeding, in order to ensure the best satisfaction of preferred company is naturally inclined to use to tackle its financial credits (including VAT), not only involves the liquidation of all the distress and keep the business running. Thus, when such debtor’s assets of the insolvent company, but also allows the financial distress gives rise to a formal insolvency proceeding, a haircut thereof only when an independent expert certifies that substantial part of the overall indebtedness is usually made up such claims would not be satisfied in a better proportion if the of VAT debts. debtor went bankrupt. Thus, from a practical standpoint, accepting a haircut, when the alternative would provide even less The matter above was recently brought before the European satisfaction, does not imply that the member state failed in Court of Justice (ECJ). Its decision in Degano Trasporti Sas di fulfilling its duty to ensure VAT is collected. Ferruccio Degano & C, C-546/14, has overthrown the principles put forward by the Italian Supreme Court, opening the doors to a new era with regard to the treatment of VAT claims within Italian restructuring proceedings.

www.dlapiper.com | 8 GLOBAL INSIGHT News, Views and Analysis from DLA Piper’s Global Restructuring Group

CONTINENTAL EUROPE

Furthermore, the ECJ specified that if the fiscal authorities do POSSIBLE SCENARIOS not agree with the conclusions of the independent expert, The ECJ decision may have a significant impact on the Italian arguing that they can be better satisfied in the alternative restructuring market. scenario, the concordato preventivo then provides them with several remedies to challenge the proposal. On one hand, they In the worst part of the financial crisis, Italy saw a significant rise in can vote for the non-paid proportion of their claims against the restructurings, reaching a peak of 3,326 restructuring proceedings proposal, which shall be approved by the majority of creditors. in 2013. But in the wake of the August 2015 reform, there has been On the other hand, even if that proposal is adopted, a sharp decline in concordato preventivo proceedings. notwithstanding the negative vote of the fiscal authorities, the latter can bring an opposition under certain circumstances, The legislature, with the purpose to tackle the excessive which would allow the court to carry out a second, deeper and sometimes abusive use of that restructuring instrument, made review. Therefore, the Italian State is entitled to give it compulsory for debtors to offer a minimum 20 percent recovery evidence that it would obtain a better recovery ratio in the ratio to unsecured creditors. alternative scenario, and, in such a case, to strike down the concordato preventivo. This provision, combined with the obligation to provide full payment of VAT claims, has made it almost impossible for Bearing in mind the above, the Court concluded that the companies to reorganize the business and restructure their proposal to offer partial satisfaction of VAT claims made by an indebtedness though the concordato preventivo proceeding. insolvent company in the concordato preventivo proceeding However, now the ECJ has expressly stated that a concordato “does not constitute a general and indiscriminate waiver of preventivo proposal that would offer only a partial satisfaction of collecting VAT”, and therefore it is not contrary to the VAT claims is lawful, and it is clear that the Italian Supreme Court obligation on member states to ensure collection of all of the should comply with that interpretation. This change could encourage VAT due on their territory. investors to inject fresh cash into distressed companies that, instead of being funneled to the fiscal authorities, could be used to fund the restructuring proceeding and ensure the 20 percent minimum payment to unsecured creditors.

www.dlapiper.com | 9 GLOBAL INSIGHT News, Views and Analysis from DLA Piper’s Global Restructuring Group

CONTINENTAL EUROPE

This trend is desirable. It could even encourage the spread of a different restructuring instrument, the concordato preventivo con “The concordato preventivo con continuità continuità, whereby in certain circumstances the concerned could easily become the preferred restructuring company pursues the continuity of the business as a going concern, winding up only the assets that are no longer useful. Indeed, Italy’s instrument to overcome potential financial crisis” legislature − in hopes of fostering the survival of businesses that perform well but are burdened with financial issues − has expressly exempted companies applying for the concordato preventivo con Alberto Angeloni continuità from the obligation to provide a 20 percent minimum Partner return to unsecured creditors. Rome +39 06 68 880 524 Thus, provided that the proposal is approved by the majority of [email protected] creditors, the concordato preventivo con continuità could easily become the preferred restructuring instrument used in Italy to overcome potential financial distress. Not only is it already exempted Raffaele Buono from the 20 percent minimum payment toward unsecured creditors, Lawyer but it should also permit VAT claims writeoff. These two debts Rome together usually represent the greatest part of overall indebtedness. +39 06 68 880 622 The possibility that a distressed company may be able to write off [email protected] both these costs could make such insolvency proceeding very appealing. And, of course, the lower the compulsory return, the higher a distressed company’s chances of attracting both DIP financing and investors seeking the opportunity to take over the company within the context of an insolvency proceeding.

www.dlapiper.com | 10 GLOBAL INSIGHT News, Views and Analysis from DLA Piper’s Global Restructuring Group

UK

LEICESTER CITY FOOTBALL CLUB: THE LEGENDARY RISE THAT ALMOST NEVER HAPPENED

Everyone in the UK, and the world of football, knows all about The club had a terrible start to the 2001-02 season. Former the historic moment this spring when Leicester City was Under 21 England coach Peter Taylor was sacked and replaced crowned champions of the English Football Premier League, by Dave Bassett, who lasted six months and was replaced by despite being ranked at the start of the season as 5,000-1 Micky Adams − just before relegation from the Premier League outsiders. This triumph completed the fastest-ever rise to the was announced. The club moved to 32,500-seater Walkers top of the English game since Ipswich Town in 1962. To the Stadium – which had cost £37 million – at the start of the dismay of the bookies, it also resulted in the largest ever payout 2002-03 season. The club had over £30 million of debt, a huge in British sporting history, with total winnings of £25 million. wage bill and lower than expected transfer fee receipts. By early October, the deepening financial crisis had forced the The headline-grabbing success of Leicester City is all the more club’s share price to be suspended on the London Stock remarkable when you consider that the team clinched the Exchange and frantic behind-the-scenes efforts to reschedule Premiership title with two games in hand and went on to finish debts and agree a rescue deal with major creditors had the 2015-16 season on 81 points, 10 points clear of second-place collapsed. Even the acceptance of wage deferrals by the players Arsenal. And when we take into account the financials, the story failed to stop the club’s descent. On October 21, it went becomes even more superlative: the squad costs one-seventh into administration. that of Manchester City’s, its wage bill of £57 million is around one quarter that of Manchester United’s and fewer players were But on the day of the announcement by the club’s chairman, used over the season than any other team. Leicester City Greg Clarke, it was also announced that a consortium (New dumbfounded just about every football pundit in the business Fox), fronted by Leicester City and England player legend Gary (except perhaps ex-England striker and former Leicester City Lineker and backed by himself, Leicester City’s Chairman player Gary Lineker). If there ever was a time to say in football Martin George, David Ross, the Chief Operating Officer of the that money can’t buy success, then this must be it. Carphone Warehouse and Jon Holmes of SFX, had formed in order to raise money to buy the club out of administration and But it’s not just the sporting facts that make this story save the day. remarkable. Leicester City also has a dark past, which we experienced up close. On October 21, 2002, it nearly went out After four months of administration and a successful company of business altogether when administrators were appointed due voluntary arrangement, the announcement came on February to the club’s insolvency. 13, 2003 that the club had new owners and was out of administration. New Fox, the official name of the Lineker So what happened, and how did Leicester City survive consortium, revealed it had signed a deal to take control of the administration and go on to become the stuff of football legend? club from the administrators and the former Leicester City plc was consigned to the waste bin forever. It was a great day, one October 2002 was the month of administration, the month we remember very well − since we were there. when people at the club lost their jobs and, as Neville Foulger wrote in Keeping the Faith, “the very existence of the football club hung by the most slender of threads”. Yet, he adds, “viewed in retrospect, it was also the month that heralded a new dawn and returned the club to its supporters and the people of Leicestershire”.

www.dlapiper.com | 11 GLOBAL INSIGHT News, Views and Analysis from DLA Piper’s Global Restructuring Group

UK

I led a team at DLA Piper acting for the club’s administrators Following the club’s successful exit from administration, Adams (led by Nick Dargan at Deloitte). We had been leading an resigned as manager in October 2004 and Craig Levein was intensive effort by the club for months to avoid administration appointed. This proved to be a very unsuccessful period for the involving the club’s secured lenders in the UK and the US, but club on the pitch and Levein was sacked 15 months later. In the loss of income from the collapse of ITV Digital and the fact February 2007, ex-Portsmouth Chairman Milan Mandaric took that the parachute payment was secured, coupled with an over the club. The club dropped out of the top two levels of accelerated capital repayment on the newly constructed English football, but this low point turned out to be the start of Walkers’ Stadium and crippling amounts owed on player the club’s dazzling rise to the peak of the English football league financing deals, meant it was inevitable. HMRC had obtained a system. Leicester City returned to the championship at the first significant monetary judgment and there was acrimonious attempt and finished as champions of League One. litigation with a former Chelsea player which led to a winding up petition being presented. The club therefore was drowning in In August 2010, Mandaric sold the club to a Thai-led financial problems, with no prospect of a solvent rescuein sight. consortium, Asian Football Investments fronted by King Power Group’s, Vichai Srivaddhanaprabha; Mandaric later went on to On appointment of the administrators, it became quickly take over Sheffield Wednesday. In 2014, Leicester City clinched apparent that the best outcome would be achieved by a going promotion to the Premier League with a 2-1 win over Sheffield concern sale. The business was stabilized with the support of Wednesday, and were crowned 2013-14 Champions of the the secured lenders and the Professional Footballers’ Football League. They managed to survive their first season in Association, whereby the players’ salaries were deferred to the Premier League despite having been bottom of the table at reduce pressure on cash flow and create a breathing space to the end of 2014. They won seven games out of their last nine to the end of December 2002. This enabled us to work alongside secure a return to the Premier League in 2015-16, making them the administrators in negotiating with two separate consortia of only the third team in Premier League history to survive having interested parties and, on December 14, 2002, it was been bottom the previous Christmas. announced that the club would be proceeding with the Lineker Consortium. There then followed an intensive period of negotiation, which had the support of the Football League, to agree the terms of a sale of the club. To achieve a deal, we needed to agree a conditional sale agreement and put this to creditors for approval in the context of a company voluntary arrangement (CVA). In addition, we negotiated a sale of Walkers’ Stadium to a US entity and a sale and leaseback with complex put-and-call option purchase arrangements to enable New Fox to meet its playing fixtures and acquire the stadium in due course. The net proceeds from these transactions fell to be distributed under the terms of the CVA and there were upside benefits built into the deal for creditors in the event that the club gained promotion. In essence, the club’s rescue was complete, with DLA Piper at the forefront of all the action with the administrators.

www.dlapiper.com | 12 GLOBAL INSIGHT News, Views and Analysis from DLA Piper’s Global Restructuring Group

UK

Of course, in 2015-16, Claudio Ranieri, the former Chelsea manager, was appointed to replace Nigel Pearson (who had “October 2002 will, without doubt, go down as replaced Sven-Goran Eriksson). Under Ranieri, the club had an exceptional start to the season and this continued, making one of the blackest and most traumatic months sporting heroes out of Vardy and Mahrez, a deadly combination in Leicester City’s history” − Neville Foulger” up front when it came to finding the back of the net. In winning the Premier League, Leicester City became the first-time winners of England’s top flight since Nottingham Forest under Richard OBank Brian Clough. Now, the European Champions League beckons Partner − and if you want to chance a tenner on a European win, you’d Leeds better hurry: the odds are shortening by the day. +44 113 369 2303 [email protected] So what has all this success brought Leicester City, apart from global media coverage and unending accolades about hard work, determination and professional management? Well, it was announced in late April this year that the club’s mascot, Filbert the Fox, had signed his own boot deal with Puma − a first-ever for a football mascot! That would not have been possible were it not for the fact that everyone now wants a piece of the action at the King Power Stadium. Congratulations, Leicester City, and I’m delighted DLA Piper was part of its journey to stardom.

www.dlapiper.com | 13 GLOBAL INSIGHT News, Views and Analysis from DLA Piper’s Global Restructuring Group

ASIA PACIFIC

AUSTRALIAN INSOLVENCY LAW REFORMS AIM TO INCREASE BUSINESS RESTRUCTURING OPPORTUNITIES

The Australian government is working to significantly reform SAFE HARBOUR FOR DIRECTORS Australia’s current insolvency laws by mid-2017. The reforms Under the current regime, a director attempting to restructure are intended to achieve greater likelihood of business a company in financial distress can incur civil and even criminal preservation by introducing the flexibility to achieve real liability for insolvent trading if the company subsequently fails turnaround of businesses in crisis. and goes into liquidation. To avoid that risk, a director will often appoint a voluntary administrator at an early stage, even The proposed changes include: when the company may be financially viable in the long term. There is stigma associated with such a formal insolvency ■■ Reduction of the bankruptcy period from three years to appointment and it can often be swiftly followed by a one year liquidation. The current laws have been criticised for being inflexible, unduly oppressive for directors and stifling of new ■■ Introduction of a safe harbour for directors to avoid enterprise and innovation. personal liability for insolvent trading if they appoint a restructuring adviser to develop a turnaround plan for Under the proposed new laws, directors will be protected from the company insolvent trading claims if they appoint a restructuring advisor to develop a turnaround plan for the company. This is likely to ■■ Unenforceability of certain ipso facto clauses – which open up significant opportunity to restructure the company and allow contracts to be terminated due to an insolvency ensure its survival. The headline changes are as follows: event – when a company is undertaking a restructure ■■ If a company makes and records a decision to appoint an The proposals represent the most significant set of reforms to adviser with a view to constructing a turnaround plan Australia’s corporate and personal insolvency laws of the last 20 directors will have a defence to insolvent trading – a safe years. The changes are likely to increase business risk-taking harbour. The defence will commence from the date of the and provide real opportunity for a company in financial distress appointment of the adviser. to effect a turnaround or restructure. This, in turn, is likely to increase opportunities for international investors in the ■■ The adviser must be registered and must have at least five distressed debt market in Australia. years’ experience as an insolvency and turnaround practitioner.

■■ At the time of the appointment, the company must be solvent “The changes are likely to increase business (this must be certified by the adviser), although the company risk-taking and provide real opportunity for can become insolvent during the safe harbour period.

a company in financial distress to effect a ■■ The appointment must be for the express purpose of turnaround or restructure.” providing restructuring advice focused on the company’s continued solvency and viability.

■■ There will be a moratorium on enforcement action during the restructuring period.

www.dlapiper.com | 14 GLOBAL INSIGHT News, Views and Analysis from DLA Piper’s Global Restructuring Group

ASIA PACIFIC

■■ Implementation: the adviser must certify within one OUR COMMENT month that there are reasonable grounds to believe Australia has one of the highest rates of entrepreneurship that the company is capable of being viable; the adviser’s in the world: between 2006 and 2011 startups (businesses appointment will end if the company is no longer viable. younger than three years old) added 1.44 million full time- equivalent jobs to the Australian economy. But entrepreneurs ■■ The directors must demonstrate that they took all will sometimes fail before they succeed. The new proposed laws reasonable steps to pursue the restructuring as advised by recognise this by seeking to promote and support a turnaround the adviser. culture in Australia and provide real opportunity for a distressed business to be restructured rather than become ■■ The safe harbour will end once the restructure has been subject to a formal insolvency appointment. implemented or the appointment of the adviser has ceased. The proposed new regime is likely to generate increased IPSO FACTO CLAUSES opportunities for international investors to participate in An ipso facto clause is a standard term of contract. It entitles Australia’s distressed debt market. With its relative economic one party to terminate the contract when the counterparty strength and predictable legal system, Australia represents an experiences an insolvency event. This can occur even if all attractive alternative to the heavily competed distressed debt payments are up to date and there is no other breach. markets of Europe and the United States. Termination of a significant contract could stultify a receiver’s or administrator’s attempts to trade the business as a going Amelia Kelly concern and preserve value in the business. The exercise of Partner ipso facto rights can trigger the collapse of a distressed Sydney company for example, if major suppliers, customers and other +61292868412 stakeholders exercise such a right. Terminating key contracts [email protected] dissipates value and can prevent the ability to restructure a business as a going concern.

The proposed new laws will prevent a party from terminating a contract under an ipso facto clause based solely on an insolvency event occurring and thus give the company a chance to continue on as a going concern while a possible restructure is implemented.

Certain contracts may be excluded from this restriction, such as prescribed financial contracts. The government is seeking submissions as to which contracts should be carved out from this restriction in the final form of the legislation.

www.dlapiper.com | 15 GLOBAL INSIGHT News, Views and Analysis from DLA Piper’s Global Restructuring Group

CROSS-BORDER

CHAPTER 11 OF AN ENGLISH COMPANY - 19 ENTERTAINMENT LIMITED

SUMMARY COMI IN THE US The order recognising 19 Entertainment Limited’s Chapter 11 The case is distinguishable on its facts and is unlikely to, by proceedings was issued by Jeremy Cousins QC, sitting as itself, open the door to more English companies seeking Deputy Judge in the High Court, under the Cross-Border Chapter 11 protection unless those companies have their COMI Insolvency Regulations 2006 (CBIR), which incorporate the or “centre of gravity” in the US. In this case, the directors of UNCITRAL Model Law on Cross-Border Insolvency (Model the company, its assets, the majority of its creditor-base and Law) into English law. business were centred in the US rather than the UK. Although the company was incorporated in England and Wales, the While there have been many cases recognising foreign presumption that its COMI was in England and Wales was easily proceedings of non-UK companies under the CBIR, this rebutted. In recognition of this factual matrix, the High Court decision has the relative novelty that an English company has saw no reason not to accept that the Chapter 11 proceeding sought and obtained recognition of a Chapter 11 proceeding was a “foreign main insolvency proceeding” for the purposes of under the CBIR. Article 17 of Schedule 1 to the CBIR.

BACKGROUND WORLDWIDE STAY AND FURTHER PROTECTION In 2010 Simon Fuller, the media mogul who managed the Spice BY WAY OF ENGLISH COURT ORDER Girls, David Beckham, Andy Murray and Sir Bradley Wiggins, One of the crucial aspects of a Chapter 11 filing is an automatic resigned as director of the English-incorporated company 19 worldwide stay, which, in effect, is an injunction against all Entertainment Limited. He was retained as a consultant and is actions affecting the debtor or its property, wherever located now claiming US$3 million in unpaid fees. After his demand for (section 362 of the US Bankruptcy Code). The stay is effective payment was unsatisfied, he threatened to petition for the against all entities without notice and it has been affirmed by winding up of the company in the English High Court. the US courts as having extraterritorial effect. In general, violations of the automatic stay are void, even if taken without The company’s parent, CORE Entertainment Inc., and 47 of its notice of the stay and in good faith. subsidiaries filed for Chapter 11 bankruptcy protection in New York, citing up to 300 creditors and having estimated assets of Owing to the principle of sovereignty, one jurisdiction cannot between US$100 million and US$500 million. impose law on another jurisdiction. Accordingly, the worldwide stay depends entirely on the defaulting party and whether it The next day, the company sought recognition of the US chooses to risk falling foul of the US bankruptcy jurisdiction. bankruptcy proceeding. The English High Court recognised the Foreign creditors taking action against property of a debtor Chapter 11 proceeding as a “foreign main proceeding” under abroad may feel it prudent to comply with the worldwide stay the CBIR, accepting that the company’s COMI was in the US. or risk being held in contempt of court, especially if they have The court order imposed a stay and suspension pursuant to the assets or operations in the US. Conversely, a foreign creditor Model Law, modified to accord with English insolvency law, with little to lose by violating the stay may institute insolvency including a stay on any winding up (which solved the Simon proceedings in another country to seek to protect its interests. Fuller creditor problem), enforcement or legal processes being The self-policing nature of the automatic worldwide stay is taken or continued against the company and its assets, including usually sufficiently effective to ensure that creditors with the appointment of administrators and administrative receivers. interests in the US do not violate its terms. It is for these reasons that this recent case was unusual, as further protection was deemed necessary from the English courts by way of the additional protections provided for in the court order recognising the US bankruptcy proceedings to prevent violation of the automatic stay.

www.dlapiper.com | 16 GLOBAL INSIGHT News, Views and Analysis from DLA Piper’s Global Restructuring Group

CROSS-BORDER

GLOBAL RECOGNITION Finally, it is worth noting that the Model Law is not widely In today’s global economy, large-scale restructurings involving implemented across EU member states. Post Brexit, if and companies with operations and assets in several jurisdictions when the European Insolvency Regulation no longer applies to are becoming increasingly common. In order for such the UK and where an EU member state has not implemented multijurisdictional restructurings to be effectively worked out the Model law, UK office-holders seeking recognition would for the benefit of the debtor and its creditors, the various have to rely either on obtaining recognition under local law or courts and respective insolvency regimes need to “sing from to seek the opening of territorial insolvency proceedings. In the the same hymn sheet” or at least recognise each other’s voices. circumstances arguably, as part of Brexit discussions, it would Harmonious assistance between courts and office holders in be in the interests of both the UK and the EU to reach an different jurisdictions is vital to preserve a debtor’s global pool agreement whereby UK proceedings would benefit from some of assets during a restructuring. However, the success of a recognition under the EC Insolvency Regulation, and vice versa. universal approach to cross-border restructurings is entirely dependent on the co-operation from, and recognition of, the particular jurisdictions and insolvency laws involved. “An England and Wales incorporated In 1997 the United Nations Commission on International Trade subsidiary of the producer of the US television Law adopted the UNCITRAL Model Law on Cross-Border series American Idol has obtained recognition Insolvency. The purpose of the Model Law is described as being of its US Chapter 11 proceeding under the “…to assist States to equip their insolvency laws with a modern legal framework to more effectively address cross-border English implementation of the UNCITRAL insolvency proceedings concerning debtors experiencing severe Model Law on cross-border insolvency, financial distress or insolvency. It focuses on authorizing and with the English court providing extended encouraging cooperation and coordination between jurisdictions, rather than attempting the unification of protections to further strengthen theworldwide substantive insolvency law, and respects the differences stay which accompanies Chapter 11.” among national procedural laws.”

Implementation of the Model Law is voluntary. To take legal effect in a jurisdiction, the Model Law must be actively David Ampaw incorporated into that jurisdiction’s national legislation. Partner London The CBIR incorporates the Model Law into English law. +44 20 7153 7199 Similarly, Chapter 15 of the US Bankruptcy Code incorporates [email protected] the Model Law into US federal law.

The Model Law provides for the recognition of insolvency Jared Green proceedings, either as main proceedings, if they are taking place Senior Associate where the debtor has its COMI, or as non-main proceedings, if London they are taking place where the debtor has an establishment. +44 20 7796 6261 Recognition is not automatic (as it is under the EU Regulation [email protected] 1346/2000) or insolvency (European Insolvency Regulation), it requires an application to the applicable courts.

www.dlapiper.com | 17 GLOBAL INSIGHT News, Views and Analysis from DLA Piper’s Global Restructuring Group

GUEST ARTICLE FROM DELOITTE

DISTRESS IN THE OIL AND GAS INDUSTRY: WHAT HAPPENED TO THE PRICE OF OIL?

To the delight of motorists everywhere, the price of oil Gradually it became apparent that the Saudis were no longer suddenly halved in the second half of 2014, dropping from over prepared to act as the world’s swing producer; they were more $100 to less than $50 a barrel. It’s safe to say no one saw the worried about losing long-term market share and were fall coming: most banks and industry players had been using $70 prepared to see the price fall sufficiently to squeeze out the to $80 a barrel as a severe downside case, so the scale and marginal producers at the most expensive end of the global speed of the fall took the entire market by surprise. cost curve.

Many observers initially assumed the fall in the price of oil WHO WAS HIT HARDEST? was a temporary blip. The world consumes a staggering 94 At a sovereign level, many members of OPEC had become million barrels of oil every day and the level of consumption hugely reliant on oil revenues to balance their budgets: continues to rise. New oil and gas discoveries continue to be Venezuela, Russia, Nigeria and Algeria all require oil above made, but they typically occur in exotic parts of the world that $100/b to balance their fiscal position and were particularly are expensive to develop because they are technically difficult badly affected. From a corporate perspective, companies (miles offshore in deepwater locations), politically challenging producing in regions with the highest lifting costs saw their (e.g. Kurdistan) or controversial because of the environmental impact (e.g. virgin territory in the Arctic). All of these factors revenues tumble and their future prospects threatened. Pain suggest that the price of oil should be steadily rising. So how was quickly felt among those with high exposure to the UK could the price of a commodity we all rely on collapse so Continental Shelf in the North Sea, as well as Canada and far,so fast? offshore Brazil.

WHY? In response, the major international oil companies – the big The story starts with the shale revolution in the United States. spenders who feed a huge supply chain of seismic explorers, New technology (“fracking”), enhanced productivity and a high rig and vessel owners, equipment manufacturers and service price environment supported a near-doubling in US oil companies – announced deep cuts in capital expenditure. production between 2008 and 2015, from 5 million b/d to nearly Suppliers saw big greenfield projects postponed or cancelled, 10 million b/d. At these levels, the US came to produce as much and contracts renegotiated at dramatically lower rates. oil as Saudi Arabia, which for decades had been the world’s biggest producer and (by its dominance of OPEC) also acted as CURRENT RESTRUCTURING ACTIVITY the world’s swing producer, controlling the global oil price by Many upstream companies were well hedged through 2015, cutting or increasing its production by up to 2 million b/d. meaning that the full impact of the price fall has only recently started to bite for many. This has bought management teams So when the oil price started to fall in mid-2014 as a result of enough time to instigate prudent self-help measures: we have concerns that the hitherto blistering growth of the Chinese seen extensive headcount reductions, working capital economy was beginning to tail off, everyone expected the optimisation, overhead discipline, reduction in non-essential Saudis to cut production to balance the market. But they didn’t. capex and non-core disposals made to raise cash. Nevertheless, Then the price fell well below $95/b, the price at which recent analysis by our research group suggests that around a Saudi Arabia balances its fiscal budget. But they still didn’t third of all exploration and production (E&P) companies cut production. worldwide are at substantive risk of restructuring – some 175 companies owing $150 billion of debt.

www.dlapiper.com | 18 GLOBAL INSIGHT News, Views and Analysis from DLA Piper’s Global Restructuring Group

GUEST ARTICLE FROM DELOITTE

At the time of writing, we are seeing a flurry of bankruptcy From an investors’ perspective, timing the cycle is challenging, filings in the US, where much of the recent expansion of but some of the most sophisticated investors are signalling that onshore production has been funded using debt raised in the the bottom of the market is near. The US hedge fund Elliott has high-yield market. In Europe, the picture is more benign, partnered with Kristian Siem to set up an investment platform possibly reflecting the fact that the market obtains a greater to buy offshore vessels, while Blackstone and managers from proportion of its capital from relationship banks who so far Pride International have a similar partnership focusing on appear to be taking the long view and have proved more willing drillers and services. In the E&P space, we have seen investors than expected to amend and extend their facilities in return for get sufficiently comfortable with development and operational margin increases and consent fees. risk to buy producing assets from distressed owners and use forward hedging to lock in the upside, thereby eliminating Elsewhere in the supply chain, the picture is more challenged. commodity price risk. However, the outlook remains weak: There is a medium-term excess of supply over demand in the there has been a recent surge in price given fires in Canada and rig and offshore supply markets, driving down utilisation and issues in Nigeria and Venezuela, but it is still uncertain whether day rates for floaters, jackups and seismic vessels. Some of OPEC will reach agreement (and then adhere to) a production these assets can only find work below their operational cash ceiling, and stabilisation of the oil price in the upper $50s is break-even levels. While this is clearly unsustainable, recovery likely to support further US production. Motorists can probably may not materialise for many of these companies until 2018 or plan on a cheap tank or two of fuel for a good while yet. beyond, so constructing an investment case for new equity or refinancing debt is exceptionally challenging. For services Debbie Young companies, contract backlog has fallen in line with reduced Partner activity levels, and pricing also remains under intense pressure London as the majors implement their cost cutting programmes. +44 20 7007 7466 [email protected]

PROSPECTS FOR THE FUTURE? The forward curve currently peaks at just over $60, even well Ben Davies out into the mid-2020s. Another five to seven years at $60/b Director would be likely to create a future supply shock as the lag effect London of cancelled projects begins to crystallise. Unless one believes +44 20 7303 5374 the industry has fallen asleep at the wheel, this seems unlikely. [email protected] It is also worth pointing out that the forward curve is famously unreliable as a guide to the future. A credible base case scenario is to see the oil price gradually return to levels where supply can meet demand, with occasional bouts of volatility driven by “Many upstream companies were well short term market noise. hedged through 2015, meaning that the full impact of the price fall has only recently started to bite for many”

www.dlapiper.com | 19 GLOBAL INSIGHT News, Views and Analysis from DLA Piper’s Global Restructuring Group

NEWS ROUNDUP

NEW RESTRUCTURING GLOBAL CO-CHAIR US - NEW PARTNER HIRE Rick Chesley was appointed Restructuring group Experienced corporate restructuring partner, John Lyons, has joined Co-Chair (US), alongside Michael Fiddy. Thomas Califano our team in Chicago. John joined DLA Piper from Skadden, Arps, was appointed to Restructuring group US Co-Chair. Slate, Meagher & Flom. Ann Lawrence has joined our group from the Corporate team and is based in Los Angeles.

John Lyons Richard A. Chesley Partner Global Co-Chair, Restructuring Practice Chicago Chicago + 1 312 368 2166 +1 312 368 [email protected] [email protected]

Thomas Califano Ann Lawrence New York Los Angeles US Co-Chair, Restructuring Practice Partner +1 212 335 4990 +1 213 330 7755 [email protected] [email protected]

UK RESTRUCTURING GROUP PARTNER NORWAY - PARTNER HIRE PROMOTIONS In Norway we have hired partner Frode Finnøy to further We are delighted to have made three partner promotions in strengthen our Oslo team. our UK Restructuring team:

David Ampaw Frode Finnøy Partner Partner London Oslo +44 20 7153 7199 +47 2413 1528 [email protected] [email protected]

Chris Parker Partner London +44 20 7153 7402 [email protected]

Chris Roberts Partner Manchester +44 161 235 4265 [email protected]

www.dlapiper.com | 20 GLOBAL INSIGHT News, Views and Analysis from DLA Piper’s Global Restructuring Group

NEWS ROUNDUP

RECOGNITION EVENTS RECENT On June 22, Vince Slusher was a panelist on “Bankruptcy & Amy Jacks Restructuring in the Oil & Gas Industries in 2016 & Beyond” Partner presented by the Knowledge Group London +44 20 7796 6671 On June 23, Craig Martin chaired a panel, “Chapter 15 and [email protected] Cross-Border Practice in the District of Delaware,” Organized by INSOL USA/Canada Membership Development Committee featuring Judge Christopher S. Sontchi and Judge Kevin Gross Our London Head of Restructuring Amy Jacks has been named from the US Bankruptcy Court for the District of Delaware as one of Financial News’ ‘40 under 40 Rising Stars’ in Legal Services. This award showcases the standout lawyers who have On June 28, Eric Goldberg hosted a panel discussion in DLA shown promise as they advise clients, and help shape the Piper’s Los Angeles office on “How To Prepare for and Profit development of the legal sector. from Recent Changes in the Market for Distressed Assets.”

■■ Global M&A Network recognised DLA Piper with two On June 8-11, Eric Goldberg discussed the effects of recent Awards at the 2016 Turnaround Atlas Awards in New York changes in labor laws, including minimum wage increases, on on May 17: business bankruptcies at the Association of Insolvency & Restructuring Advisors Conference in Coronada, California — Coyne International Enterprises Chapter 11 Plan of Reorganization and Sale of Assets to Cintas, Prudential UPCOMING Overall Supply, Clean Rentals and Pendera – 2016 On July 13-15, Eric Goldberg is introducing the keynote speaker Special Situation M&A Deal of the Year Small Mid and hosting a main Q&A session at Turnaround Managers As- Markets ($10M - $50M) sociation -Western Regional Conference in Carlsbad, California.

— Frederick’s of Hollywood Chapter 11 Plan of Reorganization and Acquisition by Authentic Brands Group – 2016 Retail & Services Restructuring Deal of the Year

www.dlapiper.com | 21 GLOBAL INSIGHT News, Views and Analysis from DLA Piper’s Global Restructuring Group

GROUP OVERVIEW

The Netherlands Canada France Spain Belgium Italy Sweden Marc Molhuysen Mary Buttery Pierre-Alain Bouhenic Ignacio Gómez-Sancha Ilse van de Mierop Antonio Lombardo Kent Hägglund [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected]

Norway Germany Egil Hatling Dietmar Schulz [email protected] [email protected]

Austria United Kingdom Oskar Winkler Mark Jackson oskar.winkler@ [email protected] dlapiper.com

Global Co-Chair – CEE International Krzysztof Wiater Michael Fiddy krzysztof.wiater@ [email protected] dlapiper.com

Global Co-Chair – US Co-Chair – US Asia Ukraine Middle East Australia New Zealand Russia Richard Chesley Thomas Califano Mark Fairbairn Oleksandr Kurdydyk Peter Somekh Kon Tsiakis Martin Wiseman Vyacheslav Khorovskiy [email protected] [email protected] [email protected] oleksandr.kurdydyk@ [email protected] [email protected] martin.wiseman@ vyacheslav.khorovskiy@ dlapiper.com dlapiper.com dlapiper.com

www.dlapiper.com | 3