As part of NAMA’s initial engagement with debtors, each debtor connection was required to undertake a comprehensive business plan process designed to assess its commercial viability and its willingness to co-operate with NAMA.
The process required that debtors set out their debt repayment strategies, including their proposals for key property assets under their control. NAMA’s insight into each debtor’s position was informed also by the extensive legal and property due diligence which was provided as part of the valuation and loan transfer processes. Arising from this information, NAMA had a very comprehensive perspective on each debtor and was well placed to come to a realistic view as to a debtor’s prospects of achieving ultimate commercial viability.
The engagement with debtors involved the assessment of 789 debtor business plans which was completed by end-June 2012 (a small number of connections prepared separate plans for different entities within the connection). Based on these assessments, strategies were adopted by NAMA towards each of the 775 debtor connections. Typically, debtor strategies tended to fall into three broad categories: (1) support (58% of connections) (2) disposal (18%) or (3) enforcement (24%).
A disposal strategy is pursued where NAMA does not foresee a long-term engagement with the debtor concerned and, instead, focuses on working with the debtor in the implementation of a disposal strategy over a short-term horizon.
Support can take a number of forms, the most common of which is in the form of a letter of support which requires that a debtor implement a number of milestones in relation to debt reduction. The letter of support must be accepted by the debtor. Support may, in certain limited situations, take the form of a full or partial restructure of loans or may be provided without any changes to the underlying facilities. A full restructure involves the creation of a new loan agreement and associated security documentation. A partial restructure requires the operation of a Connection Management Agreement (CMA) in conjunction with existing loan and security documentation. The CMA sets out the terms and conditions of business plan implementation and must be accepted by the debtor.
With NAMA support, debtors manage an agreed asset management and disposal strategy which will typically include some or all of the following
Schedules of agreed asset sales with the timing of particular sales dependent on the type of property involved (for example, residential investment, commercial investment, land), the jurisdiction and location of the property and the scheduled expiry of any associated leases.
Reversal of any transfers, which may have taken place over recent years, of assets to related parties (for example, spouses and other family members), including property, cash, shares and other gifts.
NAMA’s policy is to charge unencumbered assets as additional security, taking account of the transaction cost and any legal issues involved. Where another lender has security on a debtor’s assets and in order to capture future upside potential, NAMA takes second charges over surplus equity where appropriate.
Rental income from investment assets controlled by the debtor must be brought within NAMA’s control.
Where there is surplus cash available, it is netted against a debtor’s loan obligations. Where appropriate, a debtor is required to sell shares, works of art and other non-property assets and apply such disposal proceeds against his NAMA debt.
In certain cases, NAMA provides funding which enables viable projects to be sustained and brought to completion with the view to increasing the long-term recoverable value of the assets.
NAMA seeks to ensure that income generated by assets securing its loans is applied towards repaying a debtor’s indebtedness to the Agency. In certain circumstances, debtors are allowed to retain a portion of asset income to pay overheads, including staff costs, where this is necessary to preserve and enhance the value of underlying property security.
As debtors reduce their debt to NAMA, the Agency in turn pays down the securities issued as consideration for the acquired loan portfolio. The Board of NAMA has set a number of debt reduction targets over its expected life, including a target of 25% of Senior Bonds to be redeemed by end-2013 and redemption of all Senior Bonds by 2020.
