From Risk to Resolution - Restructuring and Insolvency in Complex Times

[Music] on my immediate left Nathan stubing managing director FTI Consulting um like me and apologies I'll make this disclaimer he's Australian um but he's managing director of FDI Consulting based in their dubby office he's a registered insolvency practitioner within the adgm DFC and Australia next to Nathan Nikki reita um partner of Clifford chance here in Abu Dhabi and a member of the firm's Global restructuring group N he has broad experience acting for companies Banks and note alers in the UAE The Wider GCC the UK and elsewhere Iran is the head of intellectual property at fortess Fortress Investment Group um and Iran is head of Ip there based in New York he serves on the leadership committee and is a member of several investment committees he substantial he has substantial experience in implementing licensing programs and has negotiated and settled with hundreds of companies in various Industries including Pharmaceuticals medical devices food and beverage and others and last but certainly but not least is Katrina Buckley is a partner at Al at AO Sherman Katrina is the global co-head of restructuring and acts for clients across the capital structure including financial institutions funds corporates and insolvency practitioners so welcome um now I've said to this panel in our preparation that this is not an insult conference this is a disputes conference and this audience out here wants to walk away here learning more about how you can help your clients in a general sense with disputes um without getting too much into the detail of insolvency and we've got a diverse panel there's one particular individual we're going to spend a little bit of time with with Iran because um he deals in an area which I must say even I had no real appreciation of until about 10 days ago and that was he deals with intellectual property in a way which I find fascinating from a commercial perspective so we're looking forward to hearing about that um so let's kick off we live in interesting times as they they say and um I used to think that was something I would only say once every so often but U it just seems to be a recurring theme um and in the world of insolvency and reconstruction um what I wanted to talk about is to start with you know what's been happening in the last year or two in terms of the restructurings and I want you then to look into that crystal ball and look ahead and just see where the what's been happening in the past is that going to continue going forward for the next two to three years Katrina let's lead off with you okay um so I think the first thing that I would say is um about the parties who are driving restructurings and I'm talking about this mainly from a European perspective um but we've seen a real growth of private capital A lot of it coming from the US but also some European private Capital firms um and that's having an impact both in terms of on the borer side with very strong sponsors um but also in terms of the Creditor side with credit funds uh participating in particular in in leverage loans and also uh growth in the direct lending market and you know to to to reflect on your comments at the beginning when you were talking about the role of banks we've really seen a retreat of the banks in in Europe um that's probably partly a reflection of the increased regulation following the global financial crisis The increased constraints on Capital but we've seen a real growth of the private Capital The Retreat of the banks and Banks now want to sell um either on origination or when the first sign of distress comes and then that's providing opportunities for for distress funds to come into the picture another big Trend and these are related is the weakening of documentary terms um very strong sponsors are able to negotiate really borer friendly terms um there are very few traditional loan covenants and high yield covenants which are looser and more permissive are much more influential even in loan documents but also uh high yield bonds form much more part of the capital structure and so these changes have led to a change in the nature of the restructurings that we're seeing we're seeing less of the you know typical Covenant default get round a table with your lenders and we are seeing now as you referred to um liability management exercises and so there is less wholesale deleveraging I feel um less holistic um recapitalizations and the liability managers which I'll explain they're doing more of just buying time generally for the sponsor and giving them optionality so what is a liability management exercise or an mle it's essentially a transaction where the the company or the sponsor gets together with one group of its creditors and they do a deal to get some more liquidity or to extend their maturities but it's at the expense of the other group of creditors and it uses uh the existing flexibility in the documents um but because um it ends up with one group of creditors being in a better position than the others it's come to be called creditor on creditor violence um and as we'll come on to talk about it often ends up in in some litigation um just the the final thing I would say at this point uh in terms of Trends in Europe we have seen an increasing uh use of Court restructuring processes with the introduction of a cross-class cramdown mechanism what that means is uh that one uh dissenting group of creditors um cannot hold out and it and the deal can be imposed on them against their will and uh this had led to more um challenges to these plans they're inevitably more conten ious um and we are seeing an increasing number of challenges going going through the courts um and I think this is also a reflection of the different parties that are involved in the restructurings as I said in the outset um and with some of the especially the distress players uh having an increasing willingness to to use litigation as a strategy so for all of those uh disputes uh lawyers out there there's definitely much more of a role for litigation uh in restructurings in in Europe at the moment we'll come we'll come back to that because I want to delve into the nature of the claims and and particularly people here may be uh looking for Avenues to see whether they got clients who can be exposed to that but before we get to that to kind of just turn to our local the local commentators um Nikki and Nathan um what are you seeing I mean you've you've heard about what's happening in Europe I mean are you seeing that happening here now yet um I I'll yeah I'll go first um I think there are some themes that are really similar so Katrina mentioned a change in the parties who are participating in restructurings and I think that's a big change that we're seeing uh it it will look quite different from London I mean I I last time I did a big restructuring in London was some time ago but I remember a real sea change there and this was being around about 5 going to a meeting one day and just all of my everyone on the Coordinating Committee was Private credit and that was a really new development then uh I suspect that's Co very common now um here we still have quite a lot of Bank participants uh primarily Regional Banks but also some International Banks but one big development that we've seen recently is international distressed investors coming in and buying into distressed positions so one of the scenarios that Katrina identified people overseas seeing a company that is in distress and seeing that an opportunity to buy into the debt with a look to a look look at potentially doing a a wholesale restructuring of the business and we've seen quite a bit of that recently and I think that Trend will only continue um you know there's a lot of people in in Europe who are really looking here as an opportunity not just in the sort of good space but also in the distress space so I think that's that's certainly a consistent theme it will look quite different from London but it's moving in the same direction um I think the other thing is the use of tools in terms of how people are implementing restructurings uh historically um they've tend to be done on a sort of amend and restatement basis Finance documents have just everyone's got around the table and agreed to change things not so much in the way that Katrina's described it but more as a sort of wholesale wholesale exercise and recently we've seen people more um interested in reaching for statutary tools in order to help Implement restructuring so we obviously had a very big example in the adgm with the nmc restructuring where the companies migrated into the adgm and and access the adgm administration regime in order to implement a wholesale restructuring of the business and we've also seen a number of restructurings under the onshore um bankruptcy code and actually the cross-class Crown is an interesting one because there is an element of people trying to implement these things without necessarily having 100% consent and actually a number of regional regimes the onshore regime and the Saudi regime for example have brought in cross-class Crown so again I think we will see a transition in that same direction the slight difference is it's all obviously a bit new and that can make people reluctant to reach for those types of solutions I remember an IP saying to me once I like precedent unless I'm making it and I think that's a little bit of a challenge that we're dealing with here and that in itself is resulting in litigation in some situations because people are willing to have a go because there is a bit of you know there is a bit of uncertainty about how things are going to play out so I'd say some similarities and and some differences I don't know how you're finding it I I completely agree with with all of that um I guess the tools is a key point I think the the new UAE bankruptcy legislation coming in has been really well received and was needed uh we've seen two I think uh two topical uh publicized cases go through that uh jbf rack and the draon scale matter an emirat Hospital an emir Hospital three sorry uh and those have gone those have gone well that's now out in the public domain so that point around which I completely agree with that point around seeing some precedent there knowing the system works uh only bodess well for the future uh there there be more use of those as uh well as we get more of those success stories out in the market um but otherwise agree with you're saying now um I wouldn't call Iran our secret weapon but we've we've got to we've got to understand Iran I'll tell the audience is not a reconstruction expert he's an expert in patents and what we're going to hear about is I find fascinating we're going to see how intellectual property can be uh used in the context of reconstructions love you you were asking about development I wasn't really let me focus on this in the last 20 years priv can you hear me I don't think so yeah I think it's coming now I think you might need to lift up your mic it's your sticky tape can't take me anywhere yeah in the context of um the private sector which I work for and private credit um a lot of the advances of the last 20 years are also including new alternative assets and the view of alternative assets so in that context we look at IP in generally and patent specifically as assets per se therefore in the context of um restructuring when you look at what does the company have what are the assets what valuable assets are we find in many situations and I'll give some examples that these assets the El liquid assets in theory can be worth multiples of the Enterprise Value so you may find yourself a situation where a Enterprise that is theoretically worth a billion dollars has assets that no one values that are worth multiples of that a very very not recent example was the bankruptcy of Nell in Canada when Nel went B up there was a lot of work work on that issue and at some point Google looked at Nel's patents and said we want to buy it and we offered a few billion dollars for the patents a Consortium of Microsoft Apple and the rest were terrified that Google buy these patents and it's not the technology it's the patents that allow you to you know to Corner Market and the Consortium basically did everything to prevent Google from buying patents Google eventually lost the patents to the Consortium and as a consolatory prize went and bought Motorola Mobility for $13 billion just to get the patents to compete with that so I'd like people to consider the following most people don't understand the concept of patents but let's look at it this way most companies look at patents and say do we have assets that protect our invention did we invent this let's make sure that we protect it that no one steals it from us what they don't realize is they are innovators they've invented something unique and this covers what the competitors also do so what we take a look at it and realize sometimes that while your business and execution was not great and therefore the restructuring requirement these assets are being used by all your competitors and are worth multiples of what your company's worth just pausing there why is it that companies haven't realized the value of their asset before they face this crisis I mean I can list you know my my many reasons for it but let's start with several first of all most companies Focus um on these patents as a protection mechanism let's make sure that no one steals for us that no one steals our widgets in the context of life science and what does our product do do our patents cover our product and therefore let's make sure no one steals it they don't pay attention to the fact that someone else is using using their Innovation so they don't value it this is not a bare bond this is inefficient market so the creation of value from patents is not a certain thing so putting an value on these assets requires expertise we recently bought a patent portfolio in a situation where the debtor could not execute on the patents for $50 million and extracted over $3 billion as the value of the patent portfolio it requires an expertise right and also these many of these assets are not assigned to value and value has to be extracted someone has to tell the judges to say this is valued X or Y I can see a wonderful investment fais there for some people in the audience um Katrina can I come back to you we spoke about um lme and um the issues there can you just take us into the world of lme in some of the examples or one or two examples of how that's actually played out and and then I'm going to bring it back and talk to Nikki and and Nathan about whether they're seeing that here but can you just for the audience benefit um and I want to sort of tease out from you what's there and and sort of get a sensing of where disputes are arising yeah sure so there are there are many different liability management sort of techniques but some of the most controversial have been where a borrower trans transfers Assets Now it could be IP because that's valuable or it could be a subsidiary which is in a particular location and has a high worth and this these assets were part of the general recourse of the creditors but they're able to transfer it out and use these assets they put them in a different place and use that to secure new lending which gives the new lenders priority and then effectively um subordinates the the old lenders um this is called a dropdown transaction um and then the other sort of uh main sort of uh type of transaction is where one group of creditors amends their documents so they get priority over the other group of creditors who originally had recourse to the same security and guarantee package and that's known as up tiering and there are some other jargon terms I could use but that's probably enough now um and in order to implement these structures the borrowers sort of need to use the flexibility in the documents and sometimes they need to make amendments as well um so they amend their existing Finance documents they might increase their bar gets or their permissions they might dis Supply proat sharing um they might Covenant strip and so they're using existing um Amendment provisions and then that allows them to go on and do something else which facilitates um these uh these transactions um and and another sort of feature is that not only do you get a better security position but sometimes these creditors can get a priority for that old debt as well so they can roll up into into the new structures um I mean maybe just as as an example there was a a US deal and these are coming into Europe now but we've seen more in the US the US is Advanced and so the litigation has arisen in the US but there was a company called Wesco which is now known as enora which was an aarts uh supplier I think um and that is kind of the high wmk probably of aggressive up tiering and so they made Amendment m ments to the documents to allow some new notes to be issued to just a particular group of participating creditors which diluted the existing note holders who had a blocking position on any amendments so this allowed the amendments to go through they Covenant stripped uh the existing notes and then new priority notes were issued to these new this new group of creditors which included the sponsor um now another feature of these transactions um is that often the companies as I said they don't solve their fundamental problems so they end up in chapter 11 because they still need to reorganize sometimes the litigation takes the form of a restraining order right at the beginning when the transaction's done although it seems generally the companies have managed to defend the restraining orders but quite a lot of them have ended up in in chapter 11 and so there have been a number of these transactions that have been looked at and some have been up held and some have been um Unwound but in this Westco example um the judge basically did say that it needed to be Unwound and that ultimately the whole series of steps resulted in um these new notes being issued but that was depriving the existing creditors of of their rights and so the judge said that these new notes didn't have the priority that they were supposed to have that obviously is then you know created a big mess um and it's there were VAR sort of iterations of what what plan could we do in chapter 11 given all these different sort of Rights but you will be pleased to hear Tim that mediation has been used as a uh as a solution for this and I understand that the company because they've made good progress in the mediation that they're going to come out of out of the chapter 11 process I was a general counsel of a bank for a period of time and um so hearing stories about this these LMA exercises makes my blood boil if it was against the interest of the if you like the traditional lender perhaps just delving a little bit more deeply in into that what what's the legal basis that these the company and the sponsors then go about actually issuing new Securities to another party and overriding the existing security holders I mean Banks would Banks local banks here in the US I assume would have charges which would be extending over all the assets so how do you get a around I mean if if Nikki's advising the local banks here about this outrageous conduct um how what's the the legal basis upon which they they can port to make those changes so it is about it is about contract and it's about what is permitted in the documents and then the releases are baked into um the transfers that you do um and the you know the the new oats new notes being given priority so that's all baked into the contract so provided you can navigate your way through the contractual Provisions then this can be upheld and and in the cases where it has been upheld that's that's what's happened but obviously um people would feel that they're starting out on a you know on a Level Playing Field and they can feel very hard Dum by so what what do people do to respond to this tighten up your documents um there are some particular Provisions now that come in that are given names because of the previous transactions that have been done so you put in you know things to stop this happening um we've also seen um people getting together uh and entering into Co cooperation agreements so that they can agree creditors that they don't want to have this happen to them and so they will do a deal together so they're stopping this you know one group of creditors getting uh getting ahead um of course the sponsors don't like that so now the sponsors are putting into their documents again uh you can't enter into a corporation agreement so it comes down to you know the market the strength of the sponsors and what you can get into your documents um but if you don't get it right and you don't don't navigate your documents properly then there is the ability to to litigate and in some cases to win Nathan I think you said earlier in private session with us that you're seeing a little bit of this in Dubai or UA more generally yeah we're probably not seeing the and feel free n to jump in but uh we're probably not seeing the the full spectrum creditor on creditor violence that Katrina's talking about uh lenders particularly here but creditors generally because of the unfamiliarity with the tools and the legislation available like we're talking about earlier there's still a a strong preference here for creditors to to do things on informally and that often includes getting together um canvasing ideas and sort of working through a process together even where they're involved in uh bilateral lens rather than a syndicated facility type of situation but what we what we're certainly starting to see uh in the in the formal appointment side and certainly at this stage at the the lower end of the Spectrum in terms of deal value is creditors realizing that their uh their interests are not always aligned with those of the other uh other creditors in a matter and they may need to actually enforce their own rights so we're seeing that with things like um creditors getting uh judgments uh judgment debts and then going and enforcing those through the courts uh having Liquidators having receivers put in really with a view to maximizing their interest obviously in the in the context of a company in a situation itself uh and then if it becomes apparent that they are not aligned with another creditor uh then actually going and litigating that so a quick example that I've got from uh from DFC was We were put in as a a receiver of trading business traded that business for six months um going concern sale recovered a pool of funds there was then a multiple creditors claiming rights to those funds as as the appointee not our fight stood back let them go into well let them go and litigate to determine who was actually entitled to those to those funds so we're seeing that sort of situation play a bit as well something similar in the ADM at the moment and probably to to the topic that you raised earlier Tim um something that mediation could could often come in and play I think as matter progress and and things evolve in the jurisdiction a bit more n do you want to do you want to add to that yeah I mean I I agree with that we're not we're not seeing it in the same way that Katrina has described it I suppose um I mean I think a lot of it is borne out of Covenant light deals and having documents which you can manipulate and if you if you look at the big sort of multi creditor restructurings that have happened in in the region in the last in the last sort of five years we we just don't have documentation like that and actually if you you know in many many situations um you might have multiple different facilities extended to different parts of the same group with bilateral facilities and all sorts of slightly more sort of haphazard and uh uh documentary Arrangements which perhaps mitigate against that type of arrangement but M much of the principles of what Katrina was describing I think we do see as in obviously one of the first things that you'll be doing when you're advising creditors and in fact even when you're advising the company is taking a look at the documentation and finding out what can and can't be done and trying to work out what's the best solution at the time and actually in some ways some of the the the description that you've provided we've often used um similar approach to try and deal with holdout creditors in a in a similar way so I I probably wouldn't have described it in those terms but actually the fundamentals of what we're doing um we sometimes use them as sort of Plan B contingency planning on on restructuring situations so um and and I agree that we're seeing because because it's new I think you you get different perspectives part we've got in distressed investors coming in relative to bank lend as you described who've kind of bought in 100 cents in the dollar in the in the origination phase they're just they just are going to have very different perspectives and there probably are some cultural aspects about um being out here the way that um Banks view their balance sheets that mean that they will take slightly different approaches in transactions so you do still get these um bated groups with potentially some of them taking different action in the in the way that Nathan described so yeah I I agree it's it's quite different but there's there's quite a lot of you know similarities in terms of how how it kind of plays out Katrina the the cooperation agreements that you spoke of it sounds for many of us like a little sort of cartel Arrangement just a few people on the side all getting together and ganging up on others um but what sort of litigation is is that spawning I mean so at the moment cooperation agreements haven't really been tested um from a legal perspective I mean it's interesting you make the point about you know cartel because there has been some analysis done as to whether or not they are anti-competitive and some of the uh the lawyers who act for sponsors are going around the market saying oh we think this is anti-competitive um although I think there were different views on that um so in the European market they've just come in um but they really have just been trying to sort of stop some of these aggressive transactions some of the the getting together of the creditors but I don't think we've seen you know really whether they're enforceable or not or or how I think we J's out as to how they will develop but it is a it's just a reaction to this sense that you know the sponsors are very dominant and you know opportunistic investers can you know make some money out of situations but you know there's not necessarily anything wrong with that um it's uh it's business um so Iran I was a partner of US law firm and um you know litigations for a part of the DNA of US law firms um do you get dragged into court and very often and if so in what context well in the context we structuring not that much as a this is a cross um strategy asset right so we do we are distress lenders also um certain levels of distress in that context usually the putting I would ask about your experience in this as a distress lender and a specific asset lender right most of the time we make sure sure that the assets themselves are already put in a bankruptcy mode vehicle and put a full lean on so that that conversation of violence usually doesn't happen in that context in well in one of in in certain types of deals yes but in the in the structures that we're talking about you even if they've got a lean on them there are circumstances where you can release the lean right so that's we get into the um to the arguments about that because as lenders we definitely again specialized asset lenders want to make sure that if anything happens that particular asset comes into our hand so the most of the litigation that happens is based on that how do we get our hands on specifically that other litigation of course is the extraction of value from these assets right and again I as I evangelize what I do right alternative assets per se including patents are going to grow in value right forensic accountants is is an example of how one Tak goes into a company takes a look at what value is there clearly I'm evangelizing one particular asset class but if you think about what's happening right now with the world and AI you know if you want to raise money right now just say the word Ai and then someone will give you money and it's true I've seen a caricature that says in the caricature is there's people in a boat drinking cocktails and one asks the other how did he get um you know accounting to approve this and he says look at the name of the boat and it says the AI and therefore accounting approved it right but in that context you see litigations in the United States right now between open Ai and um The New York Times and the litigations about a new emerging asset class which is data data is going to be the new emerging asset class these is cross border so even the UAA company that has gathered data for example is going to say this is valuable and 10 years ago no one paid attention to this particular alternative asset class so there's a Les there's a lesson there is there in in terms of looking at some of the definitions in some of the lending documents and just of going back and having a careful look at that in a proactive way yeah def definitely um checking your documents and I mean it's interesting now when these kinds of notes and it is typically high yield notes uh are being looked at by investors in pricing they they're looking at at the terms and they're looking to see what kind of transactions can be done in the future um and that's both origination because you're looking to see you know what could happen to you could you be the PO you know the the creditor who loses out but then from a distress perspective looking at the opportunity you're looking at okay how can we use the flexibility in the documents to give us some you know increased value so it it works both ways and that's what makes uh makes it interesting it's interesting if if um if I take my if I go back to my general Council days and I was I was getting some experts in on IP to talk to the board about this I think one of the outcomes probably would be the board saying to me as a GC we need to do an audit of our IP and I just wonder how many clients actually think like that but when you talk about and we had a previous session to this was about AI um but it does in my mind at a boardroom level make me think that um this is you know we spend time looking at inventory and warehouses we spent time looking at you know real estate and values and you know and valuations in current you know postco for real estate funds Etc but the IP side I suspect is neglected completely there used to be a concept called rembrand in the adct oh yeah all IPS talk about that exactly it must they must learn it at accounting school well they do they do I know the person voted that was an old concept because today is much more than that because you're talking about an isolated item of unique gem that somewh hidden but examples are the best way of giving so one of my investments is in a medical device company or actually a pharmaceutical company that is competing with um 10 others for FDA approval it so happens that the company failed clinical trials failed and therefore the value of this company for investors is zero because the clinical trial fails we came in and we believe that they have the foundational patents all the competitors are infringing on it and therefore the you know buying these assets had the company looked at it the assets are worth more than the the ever the valuation of the company itself so you're right the board has to get expertise and make sure they know what the assets are worth because they could be worth a lot and and that presumably then is a claim against third parties for in potentially infringement of their their patents correct which doesn't have to be litigation no right can be resolved and you know these transactions happen every day apple and IBM cross license these are exclusionary items 2024 23 in December Apple largest company in the world was brought to its knes by patents they were not allowed to sell their apple watches in the US because a small company small billion dollars compared to A3 trillion company Apple had patents on pulse oximeters I'm assuming that one you know had looked at the Pat the company before said oh my God who would have known so yes these assets are super valuable I'm not the only one doing that but companies do not pay attention enough to their hidden gems can I ask a question yeah absolutely is it how how um does it vary across jurisdictions because I read a book once called Bad Blood about the blood scan you know the um theranos I bought that company oh did you oh okay but I think in that you it sort of describe the US Patent laws as being able being quite um Broad in the sense that you can sort of patent an idea without necessarily having the functional capacity to develop the idea so do you is it is it a us thing or is it is it no Global thing right it is sorry in terms of the value of it the value of not so this is exclusionary value so to give an example we acquired not in distress but acquired a company that was failing and had to do with video video um um uploading we looked at them and we realized their patents actually read on video streaming which they weren't aware of so we bought the company for penis like and then decid to ask LG and Samsung and Sony and all the television manufacturers to pay for that they the company had the foresight of patenting in the US and then using the corporation to patent in Germany and in Brazil in the US it takes four years to get to trial it takes and no one really pays attention until he gets there but because we had Brazilian patents we had managed to get an injunction in Brazil in four months and when what does that mean means that LG and Samsung cannot sell televisions in Brazil oh yeah you would not be surprised within 12 hours everything was settled yeah incredible yeah sorry drawing drawing to a close I just want to come back to um to the local environment here um and Nathan and Nikki the the cultural aspects of it you know we've touched about looking at documentation we've you know drawn out now we're going to go off and do IP audits um um but what are the particular cultural aspects you think for here that are relevant in terms of uh reconstructions that are worth commenting on I think people um so so my background is that I I started as a restructuring lawyer in London and I worked there for sort of six years before I came out here so I I have that comparison in from my own experiences and and when I started you know I started in the global financial crisis and really the mood in London was was okay it's a it's contentious but everyone gets around the table and that everyone was sort of driving towards a similar solution now it's obviously evolved a little bit in a slightly different way here um you know we we got the first bankruptcy law in 2016 on Shore and but prior to that we we didn't really have a concept of rescue here and and so the the mentality and the the legislation didn't support the idea of everybody coming together to try and rescue the business it supported the idea of individual creditors protecting their own positions and although the legislative Frameworks onshore adgm DFC Saudi really across the GCC have evolved into supporting a rescue culture and we're definitely seeing that mentality more and more in the likes of Emir Hospital group jbf nmc there is still a mentality here that um if you if you're if you're lending to an entity in distress your primary focus has to be to sort of protect your own position which is is completely fair but often a means to do that is through litigation and because particularly when you're dealing with onore situations the litigation processes can be quite long so what we have seen in situations is people talk the talk of restructuring and rescue but they're mindful that if it all goes wrong they want a backup plan and that backup plan might take a number of years to fruition through the onshore court so you might as well whack something in while you're trying to have negotiations so I do think that affects how people act in restructuring it affects opportunities for litigators and we are certainly seeing you know we've seen if you look at the some of the big restructurings there has been quite a bit of litigation around the side from Individual creditors and it probably you know for someone like Nathan who will take a position you know an IP role in some of these situations you've got to have have a lot of bandwidth to try and deal with that while you're trying to kind of have you trying to implement your plan a so yeah I think there are some cultural differences yeah and I think that's right and I think it's a nice a nice touch that the the actually pulling a trigger um enforcing security putting something into a formal process is still very much seen as a a last resort so you mentioned in your you addressed him and obviously I've got the Australian background having gone through that sort of 15 years ago or 20 years ago whenever it was there was a real we are prepared if we have any doubt about collecting our our recovery we will enforce we'll put this in whether it's a farm um a property a trading business it doesn't matter we're confident that's that's what we're going to do that is certainly not here we we're very much more in the market of uh informal advisory restructuring let's even again to the point I made earlier even a situation where all of our around the table might not be completely aligned let's try and align as much as we can to agree as much of this as we can to put it through informally rather than all looking at our own rights enforcing our rights and and trying to do it that way through a formal process final question um we mediations are given spoken about that the concept of getting some independent facilitation with the disperate parties and govern ments and contractors Etc good idea bad idea yet to be tried what do you think always potential potential in a solution um you know ultimately it's just a group of people who have got to try and find a way forward so it's it's it's a mediation in in in an informal sense anyway I think most restructuring so having someone into support with that there's always there there's always an opportunity there I'd say I think in anything anything that can narrow the focus narrow the issues uh saves time saves cost fur in the process so anything there is is positive thank you very much um I'm sure you've all leared something I've certainly learned something um terrific discussion and um can you please express your thanks to the panel in the usual way [Music] where