Can you tell us more about the worldwide restructuring plan? Stefano Barbiera: After the financial crisis of 2009, the yachting business of Camuzzi Group completely changed its fundamentals: the operating companies Cantieri Navali Baglietto and Cantieri di Pisa, with annual revenues of about €200 million, started to need bank credit lines for the same amounts in order to guarantee the completion and delivery of their luxury yachts, rather than exchanging a pledge on the vessel as was previously accepted as security for the buyers. In the middle of the negotiations with the banks, the Italian holding company declared bankruptcy. Consequently, Camuzzi Group began its worldwide restructuring and valorisation plan to restructure a debt of about €500 million. Franco Maccabruni: I personally advised the global Group and the Italian company on the proceeding, which successfully culminated in the revocation of its bankruptcy by the Court of Appeal of Milan. Obviously, this occurred five years later when the restructuring plan was already in progress and part of the assets of the Group were already dismissed in order to pay the creditors. Did you encounter any significant challenges during the course of your work? If so, how did you overcome them? Stefano Barbiera: There were two important challenges in particular: the worldwide framework of the restructuring process that involved crossborder transactions between different countries, including Italy, Luxembourg, Switzerland, the Netherlands and Argentina, and the fact that I needed to move personally with my family to Argentina for five years to manage the most important part of the process. Franco Maccabruni: The involvement of different countries in the process necessitated the management of different jurisdictions as well as different legal advisors of common and civil law. Gabriele Prenna: I was not skilled, for example, in the bankruptcy law of Argentina, therefore it was very challenging to interact with Argentinean colleagues on such aspects. What impact do you expect the successful execution of this plan will have on Camuzzi and the Italian market? Stefano Barbiera: First of all, it means the possibility for Camuzzi Groupto start a new life with no debt, funds to be invested in Italian real estate transactions and its Argentinean business activities fully rehabilitated and performing in order explore a future quotation on the US stock market. Franco Maccabruni: It shows that a bankruptcy agreement is a real and successful way to solve company crises, granting creditors significant satisfaction in terms of recovery and timing. Gabriele Prenna: When a restructuring plan is well managed, it is also much easier to get the green light from the Tribunal and form the creditors. In a short time, we established not only that the agreement was accepted by a more than 90% majority of creditors, but also the consensus of the Court. Franco Maccabruni & Stefano Barbiera: It was very profitable for the company’s relationship with some executives of the Italian Tax Authority and Tax Collector, as well as the top restructuring management of Banca Popolare di Sondrio and ex-UBI Bank. What about the corporate and tax issues of the transactions executed in the last 10 years? Stefano Barbiera: Minimising the corporate chain and simplifying the structure was imperative for the worldwide restructuring process because profitability and efficiency became a priority. We had to execute various corporate cross-border transactions with legal and tax implications for the entire Group like, for example, a downstream cross-border legal merger where the Luxembourg holding company incorporated the controlling Dutch company. The merger was intended to rationalise the corporate structure and minimise the corporate chain of the Group. We also had to move different companies from Uruguay and Argentina to Europe, where the tax consequences had to be deeply analysed in order to avoid paying taxes in both countries. Franco Maccabruni: A legal merger is a legal transaction between two or more legal entities in which assets and liabilities transfer under universal title from the acquired company to the acquiring company. To apply for the facilities provided under the EU rules for cross-border mergers, a list of specific requirements has to be satisfied and the merger should not predominantly be aimed at the avoidance or postponement of taxation. Stefano Barbiera: Before executing these transactions, the assets and liabilities of the companies had to be valued at their economic value rather than their book value, which may result in a taxable gain. Therefore we had to go through various analyses and considerations in order to apply and qualify for the participation exemption rules. TRANSACTION INTERVIEW 79 An Interview with Stefano Barbiera, Franco Fabio Maccabruni and Gabriele Prenna
RkJQdWJsaXNoZXIy Mjk3Mzkz