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Restructuring as the Best Solution to Overcome the Crisis

The consulting and auditing firm EY Croatia held a conference in Zagreb titled Maximizing Value through Capital Optimization, during which eminent experts from the banking sector, as well as lawyers and other professionals involved in corporate restructuring processes, discussed the key determinants of these processes. The conference reflected on “best in class” restructurings that create value for all parties involved in the process – creditors, companies, shareholders, and employees.

The gathered participants were welcomed by Lena Habuš, Executive Director and Head of the Transaction Advisory Services Department for Croatia, and Raj Apte, Partner and Head of the Restructuring Department for Central and Southeastern Europe. On this occasion, Apte emphasized that “restructuring is something that interests many, but it is important to understand that the Southeast European region is still in a transition process. Therefore, it is crucial to use tools that create revenue and new jobs, relying on best practices from around the world. Croatia is one of the countries that has the opportunity to capitalize on its potential, from natural resources to beauty. Restructuring should be one of the tools that supports development in any form; in other words, it is about creating a quality foundation for development.”

Following the opening address, the first panel discussion was held, led by Luka Vesnaver, EY Partner for Restructuring, featuring Vesna Ciganek-Vuković, Member of the Management Board of Raiffeisenbank Austria d.d., Vedrana Jelušić Kašić, Director of EBRD in Croatia, Slovenia, Hungary, and Slovakia, Dubravko-Ante Mlikotić, Member of the Management Board of Addiko Bank d.d., and Dinko Novoselec, President of the Management Board of AZ d.o.o., a company managing mandatory pension funds. Ciganek-Vuković pointed out: “We learned a lot from the last crisis; problems were recognized too late, initially we had unrealistic expectations regarding the possibilities of collection, and the necessity for better cooperation and compromise.” Building on this, Mlikotić emphasized that during a crisis, it is most important to avoid losses in a timely manner. “Thanks to this, banks in Croatia are now much more proactive and approach clients with restructuring proposals,” he concluded.

“Money exists, but its path is long. Financial restructuring is not possible without operational restructuring, where we come to the leadership problem, i.e., the top layer that needs to lead this process,” Novoselec emphasized. The conclusion of the panel was summarized by Jelušić Kašić, highlighting that “restructuring is certainly possible without involving the courts (out-of-court settlements). In this process, it is extremely important to adapt the legal framework, including segments that regulate the write-offs of uncollectible receivables, labor legislation, as well as coordination between banks and the debtor company, and the inclusion of an independent body that has a certain influence over banks, which, for example, in the United Kingdom was the Bank of England, their central bank.”

Between the panels, organizer representative Raj Apte held a presentation titled Preserving and Maximizing Value through Successful Restructuring, where he also touched on the example of Mercator, on which he personally worked. “In restructuring processes, smart assistance is key, in the sense of ‘yes, we will give you money on the condition that the company gets in order and starts functioning optimally.’ If Croatian companies want to succeed, they need a strong financial base and liquidity because otherwise, they will not be able to compete with global players. Therefore, speed, flexibility, and appropriate engagement of all participants in the financial and operational restructuring process are necessary because with each day of waiting for the problem to disappear on its own, the company is slowly dying,” concluded Apte.

This year’s conference concluded with a second panel led by lawyer Tena Tomek, which focused on the role of the legislative framework in restructuring processes. Lawyers Josip Madirazza, partner at Madirazza & partners, and Beata Glinska, partner at Glinska & Mišković, reflected on experiences from pre-bankruptcy settlements and the opportunities that the new Bankruptcy Law opens for restructuring. Lawyer Martina Kalamiza from the law firm Divjak, Topić & Bahtijarević spoke about trends in the sale of NPLs and the need for more active participation of banks in restructuring processes. Lawyer Danijel Pribanić and consultant Paško Vela concluded that restructuring that would enable healthy long-term business growth is impossible without comprehensive operational restructuring, reiterating the importance of adequate leadership and the role of an independent body that would ensure professional management of the company in restructuring. The panel concluded that restructuring is possible without involving the courts, but that the expertise and cooperation of all stakeholders are of utmost importance, and only then is it possible to avoid the worst-case scenario.