fourth quarter 2011 tma international news · rodenstock of 4 million euro annually. upon these...

TMA International News

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TMA International NewsFOURTH QUARTER 2011

IN THIS ISSUE

Letter from TMA Vice President of International Relations ........................... 1

Seven Questions Petr Smutny, TMA Czech Republic .... 1

Restructuring Forum Shopping in Germany before the Reform Dr. Volker Beissenhirtz, TMA Germany ...............................................2

Revival of the TMA Sweden Chapter Mike Cappy, TMA Sweden ......................4

Scenes: Brazil Conference ...................5

TMA UK Chapter Annual Conference John Willcock, TMA United Kingdom ...............................5

Weighing the Economic Scale ............6

2012 TMA Europe Conference Update ....................................7

In Brief ..............................................................8

It is hard to believe that my two-year period of office is coming to an end. I will certainly miss the

interaction with so many interesting and knowledgeable professionals across the world. My personal thanks go to all my international colleagues for their support and cooperation.

Whilst time has flown by, it is incredible to look back at the change in the global economic landscape over the period. From the first stage of optimism and recovery in January 2010 following the post-Lehman recession, we are now looking at faltering growth at best and a potential double-dip recession in Europe as markets pre-empt politicians in forcing the Euro zone’s future. From a benign period in restructuring activity, we are now seeing early signs of an increase in demand for restructuring professionals’ services: an end to “extend and pretend” as many short-term refinancings of 2009 reach maturity .

Throughout the period, TMA’s international membership has continued to grow; in fact, it has doubled from around 1,000 members in 2008 to just under 2,000 members in 2011. We have welcomed new chapters in Romania, Ireland and Hong Kong/China and have chapters in formation in Singapore, Russia and Poland. TMA’s international network covers most of the world’s largest economies. There has not been a more propitious time

LETTER FROM TMA VICE PRESIDENT OF INTERNATIONAL RELATIONS

OnwardBY ALAN TILLEY

to further the message of enterprise value preservation globally.

TMA is evolving the international structure and governance to facilitate regional growth. Beginning in January 2012, chapters in Europe, Latin America and the Asia-Pacific area will each have a regional director reporting to my successor as Vice President of International Relations, Christian Jakovlew. Their task is to further regional development of networking and educational events through conferences, Webinars and improved Web site and electronic communication. We have also introduced a conditional license model to shorten the timeline in chapter formation and allow local activity to get under way whilst the legal formalities of chapter formation are completed. Additionally, we have introduced a satellite chapter facility for smaller regions to get started with administrative assistance from larger chapters. With these changes in place, I firmly believe TMA is properly structured and well positioned to become the leading voice in global restructuring in the difficult years ahead. T

What distinguishes your chapter in membership makeup?

Our chapter is different from the others in that it is not open to anyone to join; members are accepted by invitation only. The principal membership requirement is to comply with a high ethical standard. All existing members represent or are affiliated with reputable

Alan Tilley is a principal of Bryan Mansell and Tilley LLP specializing in international and European cross-border turnaround and restructuring.

companies or institutions but are members as private individuals.

What is the principal way in which the insolvency

process differs from the restructuring process in the U.S.? Our insolvency law is very modern and applies principles similar to Anglo-Saxon law. However, application of the

law in practice still has its weaknesses, often resulting in a lengthy process and the unpredictability of the outcome. According to statistics from the European Bank for Reconstruction and Development (EBRD), despite having one of the best examples of insolvency legislation in Europe,

Seven Questions Petr Smutny, TMA Czech Republic

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assignment in the U.S. I was one of three founding members of our restructuring group at PricewaterhouseCoopers, which managed to get involved in virtually all of the major cases that were taking place at the time. Since then we built up the leading practice in the field of restructuring and have held that position ever since.

Have you participated in notable cases?

All of our cases are notable. We strive to develop the practice by pursuing legal solutions that have never been applied before. Recently, we led the insolvency proceedings of five companies belonging to the same group that were based in different countries and thus required a cross-border concern approach. The proceedings saw one of the first successful applications of the COMI (center of main interest) principle in the European Union, with the reorganization of all the firms resolved under a single jurisdiction involving one insolvency judge and one insolvency trustee.

average recovery for creditors remains low, primarily due to the late initiation of insolvency proceedings.

Are legislative or judicial changes being considered that

turnaround professionals outside your region need to be aware of? Our chapter had an initiative dedicated to drafting changes to the law that were put forth before the Ministry of Justice and many have since been reflected in amendments. The main areas for improvement involved broadening creditor competencies, accelerating the proceedings and augmenting cooperation among creditors, the trustee and the court.

How did you begin your career in the turnaround industry?

In 1998, Central and Eastern Europe (CEE) was hit by a crisis in the banking sector. Having worked in corporate finance and audit at the beginning of the 1990s, I found myself amidst the crisis upon returning from an

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Petr Smutny, a director with PricewaterhouseCoopers in Prague, Czech Republic SRO, has served as Czech Republic president since 2007.

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Increasingly, managing directors have decided to execute turnarounds of their German companies through a

foreign insolvency regime due to the perceived disadvantages of the current German insolvency regime. The court-controlled procedure to appoint the insolvency administrator in Germany sometimes led to frustrating experiences for foreign managers and advisers. Used to getting their administrator of choice appointed, the managing directors found in Germany that they were confronted with judges who sometimes did not even take into account their proposal, although that occurs less often than has been maintained. Furthermore, before the reform of the German Insolvency Act (Insolvenzordnung) through the recent law the Bill for the Further Facilitation of Business Turnaround (Gesetz zur weiteren Erleichterung der Sanierung von Unternehmen or ESUG), it is not possible to disenfranchise shareholders and thus execute a debt-for-equity swap against their will until the bill comes into force in March or April 2012. These perceived disadvantages of German insolvency law and also the

Can you recount a favorite restructuring case?

The best case was a manufacturing company that initially felt the impact of the liquidity crisis in 2009 and came dangerously close to bankruptcy. After 18 months we managed to stabilize the situation and reach an agreement with all creditors, including a syndicate of local and international banks. This year the company doubled its revenues and its EBITDA rebounded significantly. We still cooperate with the company and assist in making strategic decisions about its future expansion.

Do you have a favorite quote or motto that

anchors you as you work? Love it, change it or leave it. The wise take action in foresight—the fools do so in hindsight. T

Restructuring Forum Shopping in Germany before the ReformBY DR. VOLKER BEISSENHIRTZ

perceived advantages of especially the Anglo-American insolvency system raised the question about how to make use of certain advantages when restructuring a German company.

Hence, lawyers finally discovered that the practice of forum shopping can be applied to troubled companies. When “shopping the forum,” the respective companies make use of an insolvency system they are originally not entitled to use but which is perceived as more favorable than the original law. In Germany, three types of forum shopping have emerged: migration, direct use of an English scheme of arrangement and application of Chapter 11 from the U.S. Bankruptcy Code. We will examine these three approaches before finally assessing whether the upcoming reforms of the German insolvency system will lessen the enthusiasm for forum shopping.

Company MigrationBetween 2004 and 2007, one way to save a company from liquidation was to migrate it from Germany to another European country, preferably London,

England, to execute a debt-for-equity swap under English law. i.e., company voluntary arrangement, (CVA), often combined with an administration procedure. Without going into details (cf. Tashiro A. and Beissenhirtz, V., “German Companies Heading towards England for their Rescue,” International Corporate Rescue, 2007, vol.4, 171, with case studies on DNICK, Schaefenacker and Hans Brochier), the structure of such a migration is that the German company is transformed into an English company through various steps while also changing its registered seat from its original German location to London. This change in seat and legal form allows for the use of English restructuring tools, which, in turn, allows for an intrusion into the shareholders’ rights and especially a debt-for-equity swap. However, the costs for such a migration are considerable and the time to execute the process is lengthy. Furthermore, experience from the cases completed so far has shown that a migration will most probably work only within a typical HoldCo-OpCo structure, i.e. the

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holding company with the corporate debt is migrated to London while the operating entity stays in Germany. Therefore, apart from three prominent cases, DNICK, Schaefenacker and — the failed attempt in the case of — Hans Brochier, this legal tool has not been in use in current restructurings.

Direct Use of English Scheme of ArrangementAfter the costly and lengthy migration cases noted earlier, the question arose whether it would be possible to use a foreign regime to restructure a company without the need for changing the center of main interests (COMI) beforehand. At least in the cases of the German companies TeleColumbus and Rodenstock, having both their corporate seat and COMI without doubt in Germany, the management was able to rescue the companies with the aid of an English scheme of arrangement.

A scheme of arrangement is a court-sanctioned settlement of the company with its members or creditors (any class of creditors) under Part 26 of the English Companies Act 2006. There are no statutory restrictions regarding the content of a scheme and accordingly, a scheme can be a compromise or arrangement about anything which the company and its creditors or members may properly agree amongst themselves, including a debt-for-equity swap. One of the main advantages of this approach is it often provides for a lower approval threshold than would normally apply under standard finance documents: 75 percent. Therefore, it is possible to restrict the holdout of any minority that would otherwise be able to frustrate the restructuring. As a consequence, schemes of arrangement have become widely popular during the most recent financial crises.

In the case of Rodenstock, the English High Court of Justice in a reasoned decision argued that Rodenstock’s management could prove a “sufficient connection” to England despite the absence of a COMI. The choice of English law and jurisdiction in the finance documents together with the main part of the lenders and company’s subsidiaries being situated in England were the foundations of the assumed “sufficient connection.” Furthermore, the company had a significant customer base in England, generating revenues for Rodenstock of 4 million euro annually. Upon these premises, the English court enabled the German Rodenstock companies to undergo a restructuring in

England by executing a debt-for-equity swap within a scheme of arrangement.

However, the problems are still not solved because the German courts also have their say in this matter. Although in the aforementioned cases no legal steps were taken to attack the schemes before a German court, other schemes have drawn scrutiny. There is contradicting jurisprudence of lower courts evolving in the wake of two courts that accepted a scheme and a third that did not. Until a final decision is rendered by the German Supreme Court, it is not a given that German courts will accept an English scheme. Consequently, the choice to undergo a scheme for a German company should be taken with caution.

Application of Chapter 11Companies and their advisers looked beyond London and England for further restructuring purposes and in recent times managed to restructure European and globally-based groups of companies through application of the U.S. Bankruptcy Code. The perceived advantages of U.S. law are in particular that U.S. courts tend to follow the proposal of creditors, shareholders and management to appoint a certain person as trustee. Also, Chapter 11 allows for the execution of a debt-for-equity swap against the will of the shareholders. In addition to these advantages, the U.S. legal system is actually able to extend its power beyond the U.S. frontiers. Any infringement on a U.S bankruptcy procedure or its consequences might be regarded as a “contempt of court.” In such a case, the court may take at its discretion almost draconic measures, such as seizing the U.S. assets of the infringer. Since financial institutions especially often have significant connections with the U.S., this actual power often helps more than any legal consideration to bind parties to a Chapter 11 plan of reorganization.

Finally, the legal prerequisite of demonstrating a “sufficient connection” by the debtor to the U.S. is in theory more easily attainable than a COMI in the European context. Since the U.S. bankruptcy practice was rather eager to accommodate foreign procedures in the U.S., the conditions under which a sufficient connection can be established are rather low. In order to establish the U.S. nexus, it is normally sufficient for a group to have a subsidiary or retain a certain level of assets in the respective court district.

Almatis, a manufacturer of quality specialty alumina products, used the aforementioned advantages to

restructure through Chapter 11 the global operating business of its group, which included non-U.S. and, in particular, German entities. The group had become subject to two successively executed leveraged buyouts, which led to a debt load of around $1 billion USD. Besides the global presence of the group, the involvement of around 100 financial institutions also contributed to the complexity of the case. Furthermore during the restructuring, various shares of debt were traded and opportunity funds, as well as the original investor, started to compete for the group.

In the end, the operation that started as a restructuring more and more became a takeover battle. The success of the restructuring largely depended on the behavior of junior lenders in Germany. Due to the particularities of the case, the German companies of the group throughout the whole restructuring were very close to triggering the early filing requirements imposed by German insolvency law. With the group’s headquarters being based in Germany, such a filing probably would have meant the dissolution of the whole group, thereby destroying a lot of value.

To both prevent the group’s dissolution and effect a restructuring, an approach was sought that would accommodate the various entities involved, including German, English, French, American and Asian companies. Because of the strong actual powers of the U.S. Bankruptcy Court and since more than 90 percent of the creditors had connections to the U.S., the management decided to restructure the group under the umbrella of Chapter 11. A pre-packaged plan of reorganization was drafted, circulated amongst the creditors and voted on. The restructuring therefore seemed clear-cut until a change of horses in the middle of the race: the original plan was overthrown in favor of another plan that was finally accepted by the creditors. By September 30, 2010, Almatis, after 18 months in the turnaround process, exited Chapter 11 having successfully restructured its debt and returned to profitability.

After summarizing the different types of forum shopping involving German companies in bankruptcy, it becomes apparent that there are those cases in which a turnaround may have been possible under German insolvency law but management perceived a restructuring being better executed abroad. Then, there are those



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Michael Cappy, president of the TMA Sweden Chapter, is managing member of Gibraltar Foundation, a distressed investing PE fund with an affiliated restructuring/transitional management division, Gibraltar Corporate Renewal.


cases involving businesses whose companies operate globally. In that case, restructuring individual companies on their respective home turfs would probably destroy the group as a whole due to the disparate insolvency procedures. With regard to the latter, the question of whether there will be more Chapter 11 cases like Almatis is easy to answer: yes. There will surely be other deals if the respective group is present on a global level and there are no means to concentrate the restructuring to one forum other than the U.S.

Considering whether companies will forum shop within Europe, the answer before the German reform bill was a clear yes; after the reform, it will be a maybe. It is not yet clear how the insolvency practice and especially the judges will cope with the new provisions and whether they will really enable creditors to have more of a say in the procedure. If the creditors feel they can get “their” restructuring executed in Germany, they will do so. On the other hand, if the reforms do not pass the litmus test of the first cases, the journeys to London will restart. T

Dr. Volker Beissenhirtz LL.M. is a Rechtsanwalt (Attorney-at-law in Germany) and Registered European Lawyer with Schultze & Braun GmbH in Berlin and London.

TMA Sweden is alive and well. It is not a secret that the TMA Sweden Chapter went through a period of

inactivity in 2010 and part of 2011 during which its membership base largely disbanded. However, last summer several interested members realized the loss and recognized the opportunity to rebuild the unique professional association that TMA offers its membership in Sweden as well as regionally and internationally. In August a new board of directors was elected for the TMA Sweden Chapter and what has happened over the several months since has been an extraordinary rebirth of the chapter.

The first step was the reorganization and expansion of the board itself. The newly-elected board chose a president, chairman and vice president of administration and was then expanded and organized into four areas of functionally specific responsibility, including an events chair, membership chair, finance chair and communications chair. We recognized that the key to having a vibrant organization starts and ends with the commitment of the board. With a new, energized, engaged, diverse and committed board of directors, the successful renewal of the TMA Sweden Chapter was well on its way and virtually assured.

Our board also recognized that TMA, like other successful professional associations, is an events-driven organization. Having a diverse calendar of relevant, informative and timely events would be the key to rebuilding and engaging a strong membership base. Of course, none of this was “news” to anyone or a reinvention of the wheel. In fact, all we did was follow the tried and proven experiences of many successful TMA chapters with the support and encouragement of TMA International, TMA Europe and, particularly, the TMA Europe secretariat. In the first 90 days after embarking on the TMA Sweden rebuilding initiative, we created an engaged, enthusiastic and committed board, aggressively developed a calendar of 10 events for 2012 with a broad variety of topics, venues, formats, and recognized speakers, and established “day chairs,”

TMA Sweden Chapter: Back on TrackBY MICHAEL CAPPY

individual board members involved in coordinating each event. In addition, we revamped our Web site to make it informative and engaging, began discussions with prospective corporate “anchor” sponsors for TMA Sweden, developed and approved a 2012 budget, and hosted both a “reintroduction to TMA Sweden” kick-off event and a TMA Sweden Christmas Cocktail Reception that also promoted our 2012 events.

Finally, we launched an ambitious and well-structured membership drive with the objective of having a minimum base of 25 members by Jan. 1, 2012 and 50 members by the end of the first quarter. It is noteworthy that we adopted a policy of “closed” membership, requiring prospective members to have the initial blessing of two existing members before a decision is rendered by the membership committee and the board.

Although it is early on, we are already discussing an affiliation with the TMA Finland Chapter, scheduling a joint Nordic (Sweden-Finland) TMA event and considering Nordic satellite organizations for Denmark and Norway as well as a turnaround professional certification program similar to the TMA Finland Chapter model.

TMA Sweden is off and running again and we look forward to being an active and involved chapter within the community of TMA chapters worldwide. T

2011 Editorial Advisory BoardAlan Tilley –TMA Vice President, International RelationsLisa M. Poulin, CTP – TMA ChairpersonMark S. Indelicato – TMA PresidentGregory J. Fine, CAE – TMA Executive DirectorDaniel E. Goldberg – TMA Director of Integrated CommunicationsMichele Drayton – Managing Editor Editorial CommitteeSandra Abitan – TMA MontrealMichael Fingland – TMA AustraliaJohn Willcock – TMA United KingdomEiten Inamura – TMA JapanColin Batchelor, Jan van der Walt – TMA Southern Africa

TMAINTERNATIONAL

NEWS


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This year’s conference turned on the vital question of funding corporate restructurings. Speakers discussed

funding opportunities and the various constraints and risks posed by distressed companies in Brazil. Both out-of court and in-court scenarios were focal points. In the latter case, speakers emphasized that Brazil still lacks juridical stability regarding standard application and interpretation of the Brazilian bankruptcy law, leaving potential investors with a discouraging level of uncertainty.

Still, some investors see light at the end of the tunnel through ad hoc structures and risk-mitigation solutions associated with feasible plans and good turnaround management that have paved the way for “landmark” operations in the local market. Those results underlined a central conference theme: the

ScenesTMA-Brazil Chapter’s Third Annual Conference on Corporate Recovery & Turnaround: Enabling Funding in Corporate RestructuringSEPTEMBER 26-27, 2011 SÃO PAULO, BRAZIL

5 TMA Vice President of International Relations Alan Tilley speaks about industry trends at the TMA-Brazil Chapter’s annual conference.

continued on page 6

5 Alan Tilley, TMA vice president of international relations, Renato Carvalho, chair of the TMA Brazil Chapter, and Salvatore Milanese, chapter president, take questions from the audience.

It’s not often that a conference slogan produces concrete results on the day of the get-together. But

that looked the case on November 10 when more than 130 members of the TMA UK Chapter gathered once again for the annual conference in London, this year under the banner “Stakeholders Working Together.”

The conference got off to a flying start with veteran HSBC economist Dennis Turner, who manages to be both a stalwart of the conference circuit and at the same time a startling and original speaker on what is really happening in the local and international economy.

His main conclusion at the conference was that “the British economy is undergoing a slow return to trend, coming out of a U-shaped recession.”

“One of our main problems in this country is talking the economy down. It’s not as bad as Robert

A Good Day’s Results at TMA UK Conference BY JOHN WILLCOCK

Peston and his mates at the BBC like to make out,” he said.

Turner reckons it will take until 2013 for the economy to reach the size it was in 2008. Having said that, he continued, “the government statistics are so ropey [that] there’s more uncertainty about the past than about the future.”

Crucial to the recovery will be the consumer. The entire Tony Blair/Gordon Brown boom was based firmly on consumers who contributed 80 percent of all UK economic growth in the early 2000s. This left British consumers £1.5 trillion in debt, with a debt-to-income ratio of 160 percent, “the highest in the Western world,” Turner said. A sobering thought.

When the credit crunch hit and consumer spending fell off a cliff therefore, the UK economy lost its central driver. The government’s spending squeeze has piled further pressure

on households. However, there are “glimmers of hope” for a recovery of consumer spending in 2012, Turner said.

Will this be soon enough for Britain’s embattled retailers? The conference’s retail panel concluded there would be many more company voluntary arrangements (CVAs) and, in cases where those failed, perhaps even more pre-pack administrations.

current international macroeconomic scenario will affect the turnaround industry by creating opportunities to experiment and consolidate funding

structures for distressed companies. It will also encourage a higher level of professionalization for all involved. T

5 Dennis Turner, chief economist of HSBC, delivers inaugural address at the TMA UK Conference [photo DTurner]


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One of the themes Bryan Green has promoted while serving as TMA UK Chapter president has been the need to involve all stakeholders in turnarounds and against some resistance he has extended this idea to include trade unions. As a result, Brendan Barber, general secretary of the Trades Union Congress (TUC) was invited to give a keynote speech at the conference, a speech that pulled no punches in its admission that many trade unionists are wary of turnaround practitioners “who can be dangerous.”

Barber’s speech however was overwhelmingly positive. He mentioned how pleased he was to be invited to address a group that, perhaps, was not used to interacting with the unions. “This is perhaps the beginning of a longer-term connection between the TUC and TMA,” said Barber, adding that he hoped the new connection would continue.

One attendee asked the TUC leader whether it would be possible to produce a standard confidentiality letter for unions so that turnaround managers would be able to quickly engage in confidential negotiations with worker representatives as soon as they go into a troubled business. Barber responded that this was an excellent idea, and he would press for it — concrete result Number One.

Ubiquitous mid-market dealmaker Garry Wilson of turnaround private equity fund Endless LLP delivered the master class, “Investing in Turnaround - How to Pass Go.” Michael Edginton and Richard Winson of Acasta Consulting led the workshop, “Interactive Dashboards - Financial Modelling of Real Estate and Construction Risk,” a highly topical session considering the current amount of distress in the property industry.

The “Future of Retail” panel touched on the pros and cons of CVAs. Richard Fleming of KPMG had an interesting debate with the spokesman of the British Property Federation (BPF), Ian Fletcher. The BPF’s members, many of them big High Street landlords, have been

continued from page5 frequent critics of CVAs and their impact on cutting rents and modifying leases.

Asked what single message Fletcher had for the turnaround community from the landlord community, he said: communication. Over and over again, he had witnessed unsuccessful or controversial CVAs, which had been simply “dumped on” landlords by retailers and their advisors with a “take it or leave it” attitude. Yet when practitioners like Fleming had engaged at an early stage with landlords, Fletcher said, a more acceptable CVA strategy had emerged benefiting all sides.

The audience of turnaround managers, bankers, insolvency practitioners, lawyers and investors enthusiastically welcomed this proposal to increase communication with landlords — concrete result Number Two.

The TMA UK Chapter itself, by contrast, is in rude health as it celebrated its 10th anniversary. The evening before the conference 170 people gathered at the Waldorf in London for a gala dinner. The chapter’s first president, Graham Moffitt, reminisced about the first tentative meetings of the founding members “in the pubs up and down Fleet Street and the Strand.” T

5 TMA UK Chapter President Bryan Green greets guests at the TMA UK Conference, “Stakeholders Working Together.” [photoBGreen]

5 Guests and TMA UK Chapter enjoy an evening of revelry at the chapter’s 10th anniversary gala.

John Willcock is editor of Global Turnaround magazine, globalturnaround.com.

In its October 12 edition, Dow Jones Daily Bankruptcy Review reported that Alvarez & Marsal has opened an office in Greece because of expected growth of privatizations and rising demand from financial services firms in the fiscally troubled country. Quoted sources said the firm will focus on banks and financial institutions, taxation and corporate and private equity transactions, as well as M&A.

Weighing the Economic ScaleRegional Snapshots

Also that month, DBR reported that more small-and-medium-sized businesses in Australia were insolvent at the end of second quarter of 2011 than during 2008 when the global financial crisis erupted. The business intelligence services provider Veda, which conducted the survey, found 6.3 percent more companies faced external administration than in the same period in 2010. That represents a 19.6 percent increase when compared to the same period in 2008.

In September, Global Finance reported that Spain’s banks remain in a hobbled state three years after the country’s real estate bubble burst. The article said small regional savings banks face strong headwinds from stagnant economic growth and double-digit unemployment. The banking sector’s bad-debt ratio reached 6.5 percent in May, a 16-year high, according to the magazine. T


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Surfing the WaveTurnaround Challenges in an Uncertain Climate

TMA EUROPE CONFERENCE7 – 8 JUNE 2012

HESPERIA HOTELMADRID, SPAIN

Learn more at tma-europe.org

Business Professor and Former Restructuring CEO Tapped for 2012 TMA Europe Conference

James B. Shein, PhD, who turned around underperforming companies as a CEO and now

teaches turnaround management and entrepreneurship, is one of the keynote speakers for the 2012 TMA Europe Conference, June 7-8, at the Hesperia Madrid hotel in Madrid. A professor of management & strategy at Northwestern University’s Kellogg School of Management, Shein wrote the recently published book, Reversing the Slide: A Strategic Guide to Turnarounds and Corporate Renewal.

Shein held executive posts at businesses where he ran, purchased and revived distressed companies. Later, he worked as an attorney specializing in corporate governance, restructurings, business startups and acquisitions at McDermott, Will & Emery in Chicago. His depth of experience underlines the quality education presented at the fifth annual Europe Conference. Panels cover legislative trends, court updates and best practices, all focused on helping turnaround professionals perform at their best. T


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TMA International News is an electronic publication of Turnaround Management Association, 150 S. Wacker Drive, Chicago, Illinois 60606. Published quarterly, it serves TMA’s non-U.S. members and focuses on topics of major interest to the international community of corporate renewal professionals. Articles in TMA International News express the opinions of their authors and do not necessarily reflect the views of the directors, officers, members or staff of TMA. Articles are intended as an information source and should not be construed as specific advice.© 2012 Turnaround Management Association

February 1TMA AUSTRALIA: THE ECONOMIC OUTLOOK - 2012 & BEYOND12:30 p.m. - 2:15 p.m. Blake DawsonLevel 36 Grosvenor Place225 George Street Sydney, Australia NSW 2000

April 3-52012 TMA SPRING CONFERENCEGrand Hyatt Atlanta – BuckheadAtlanta, Georgia, USA

June 7-82012 TMA EUROPE CONFERENCEHotel Hesperia Madrid, SpainMore details at tma-europe.org.

September 5-72012 TMA ASIA-PACIFIC CONFERENCEFour Seasons Hotel, Sydney, AustraliaMore details at turnaround.org.au

November 1-32012 TMA ANNUAL CONVENTIONWestin Copley PlaceBoston, Massachusetts, USA

In Brief

Call for Editorial Advisory board Volunteers and Writers for TMA International News

Help shape the quarterly TMA International News in 2012. Members with media savvy and executable ideas should submit a statement about their media experience and familiarity with TMA International News to [email protected] by January 27. Regular content includes Weighing

the Economic Scale, which presents regional economic information; Seven Questions, which profiles chapter presidents; features and in-depth articles. Article submission deadlines for 2012 are:

•1stQuarter:February23 •2ndQuarter:May25 •3rdQuarter:August3 •4thQuarter:November23

2011 TMA Award Winners from Outside North AmericaAWARD RECIPIENTS OF THE INTERNATIONAL TURNAROUND OF THE YEAR ARE: Alan Tilley, Bryan Mansell & Tilley LLP, TMA UK Chapter; Carlos Gila, Gila & Co, TMA Spain Chapter; David Bryan, Bryan Mansell & Tilley LLP, TMA UK Chapter; Richard Tett, Freshfields Bruckhaus Deringer, TMA UK Chapter Case SummaryLa Seda de Barcelona’s grim future seemed certain after it was delisted from the Spanish stock exchange in 2009. The Barcelona-based petrochemicals company, a European leader in the manufacture of plastic containers and PET resin for the beverage industry, owed more than €1 billion to a swath of Spanish and international senior lenders. The restructuring team instituted operational improvements around

a core group of facilities, devised a €300 capital injection and restructured €600 million in senior debt using the novel technique of restructuring the debt under an English legal procedure called a scheme of arrangement. BUTLER-COOLEY EXCELLENCE IN TEACHING AWARDTMA awarded the Butler-Cooley Excellence in Teaching Award for the first time to a teacher based outside of North America. Bijal Damani teaches business and commerce to high school students at the S.N. Kansagara School, part of The Galaxy Education System, in Rajkot, Gujarat, India. Damani and Silvestre Arcos, a middle school math teacher at M.S. 223, The Laboratory School of Finance and Technology in New York, were recognized during the 2011 TMA Annual Convention in San Diego on October 26. T

fourth quarter 2011 tma international news · rodenstock of 4 million euro annually. upon these...

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