The Grant Thornton UK Restructuring Outlook for 2013 survey provides key insights into the sectors considered to be particularly vulnerable and into the restructuring strategies that are commonly employed. It also considers how defaults and bank forbearance levels are likely to evolve in 2013.

1. JANUARY 2013
UK Restructuring Outlook 2013
“Mostly stagnant, with a chance of debt sales”

2. Contents
03 Summary of survey findings
04 Key risks to UK businesses
06 Default levels
07 Sectors most at risk
08 Restructuring strategies employed
10 Bank forbearance levels
12 Exits and enforcement levels
15 About the survey
16 Contact us
2 Grant Thornton: UK Restructuring Outlook 2013

3. UK Restructuring Outlook 2013
Summary of survey findings
We surveyed over 230 leading UK restructuring, origination and portfolio bankers,
asset based lenders, restructuring advisers and senior turnaround professionals. Here is
what they said about the outlook for underperforming businesses in 2013.
67% of respondents say that of most restructuring efforts. More far-
stagnant/slow growth is the primary reaching restructuring options are often
risk to UK businesses...and 80% see overlooked.
no recovery in 2013
The perception of risk has shifted from 61% expect the same level of
“Many think that 2013 will
the Eurozone debt crisis, which was bank forbearance in 2013...and
viewed as the primary risk in 2012, to lender reputation and perceived
be similar to 2012. I agree
the impact of prolonged stagnant/slow Government influence over that bank strategies will be
growth on UK businesses. In line with nationalised banks are key drivers broadly similar to last year
this, 80% of respondents see no real Respondents expect to see similar levels and that corporate failures
economic recovery in 2013. of forbearance in 2013. Respondents may well remain artificially
also point to the long-term impact of low. However, as the UK
45% expect defaults to increase in forbearance on the UK economy, where economy stagnates for
2013 compared to 2012...and these lender support for ‘zombie’ companies another year, I expect
are likely to be very sector focussed creates an artificial barrier to entry for that more management
The risk of default continues to be very new, more competitive, entrants. teams will come to the
high in 2013, with 45% of respondents realisation that they need to
expecting an increase. As we have seen Enforcement is the last resort exit for
adopt alternative funding
with Blockbusters, HMV and Jessops lenders and is only employed in the
strategies and that they
recently, retail is considered particularly minority of cases
vulnerable in 2013, with more than 84% Respondents do not expect much change
have some hard decisions
of respondents rating it as having lower to the strategies that are employed to make. Companies need
resilience. This is closely followed by to deal with underperforming loans. to use 2013 to focus on
hotels/pubs/leisure (83%), printing A significant minority expect that business improvement.”
(77%), property/construction (72%) and divestments of underperforming loan Mark Byers, Partner, Global Head of
haulage/logistics (61%). books to third parties and exits through Restructuring
market sale of debt will increase in 2013.
Revenue pressure is the key driver Secondary loan sales to overseas funds
of underperformance...but cost are viewed as a key area of activity, not
cutting continues to be the favoured just in the UK but throughout Europe.
restructuring tool
When asked to rate the contributory
factors that led to distress in 2012,
declining revenue ranks highest, yet
cost cutting remains the primary focus
Grant Thornton: UK Restructuring Outlook 2013 3

4. 67% of respondents say that
stagnant/slow growth is the
primary risk to UK businesses...
Last year, 72% of respondents rated the Eurozone
sovereign debt crisis as the key threat to UK
businesses. This year, the perception of risk has
“Difficult times ahead with the economy continuing
shifted away from the Eurozone and towards to remain flat. Austerity measures to properly kick
the risk of prolonged stagnant/slow growth. in, impacting disposable income and subsequently
67% of our respondents now consider this as businesses. Eurozone collapse still not off the table....”
the main threat to UK businesses, followed by
Restructuring/recovery banker
the Eurozone sovereign debt crisis (41%), UK
austerity measures (40%) and access to debt
finance (40%).
More positively, and in line with the December
2012 Autumn Statement, the impact of UK Question: Looking at the next 12 months, how would you rate the potential impact
corporate tax is perceived to be lower than last of the following macro trends on UK businesses?
year. Risks to UK businesses associated with the % of respondents rating impact as 8 to 10 out of a range of 1 to 10 (10 highest and 0 lowest impact)
sterling exchange rate are also expected to be lower
80%
in 2013.
70% 2013
60% 2012
“Limited recovery in terms of GDP
50%
improvement but restricted to certain
sectors rather than wide-spread” 40%
Banker, Credit Risk 30%
20%
10%
0%
“A slight improvement from 2012
UK austerity measures
Access to debt finance
UK Corporate
tax burden
Sterling exchange rate
Prolonged stagnant/slow
growth in the UK
Eurozone sovereign
debt crisis
which will slowly build some
momentum for 2014.”
Restructuring/recovery banker
“Initial false optimism will be
replaced by a cold dose of reality.”
Restructuring/recovery banker
4 Grant Thornton: UK Restructuring Outlook 2013

5. ...and 80% see no recovery in 2013
Whilst fewer respondents expect the economy to
Question: Looking to the next 12 months, do you expect UK economic conditions to...
deteriorate in 2013 compared to last year, the vast
majority (80%) do not have a positive outlook. The
message is clear, they do not expect a real recovery
2013 - just more of the same. Only 18% expect the
economy to improve somewhat and 2% expect it to
improve significantly.
Respondents consider that any upside will be
Improve significantly (2%)
restricted to stronger operators, with pressures
Improve somewhat (18%)
on weaker competitors increasing. Similarly, in
Stay the same (60%) terms of sectors, respondents expect a real mix of
Deteriorate somewhat (19%) performance in 2013, with retail, hotels & leisure
Deteriorate significantly (1%) and construction being highlighted as areas of
significant weakness and the manufacturing sector
and exports, more broadly, being highlighted
as areas of strength. Also, a number of our
respondents expect that London and the South East
will perform strongly in 2013.
2012
Improve significantly (0%)
“2013 will be marked by muted
Improve somewhat (2%)
consumer confidence and tough
Stay the same (28%)
Deteriorate somewhat (63%)
trading conditions for companies
Deteriorate significantly (7%)
without a compelling proposition.
Corporates with strong balance
sheets, good brands and products
will build market share. Those
that fail to change in 2013
will find refinancing in 2014
increasingly challenging.”
Shaun O’Callaghan, Partner, UK Head of
Restructuring
Grant Thornton: UK Restructuring Outlook 2013 5

6. 45% expect defaults to increase in
2013 compared to 2012...
The survey shows that the risk of default continues to be very high in 2013, with
45% of respondents expecting an increase. This risk is likely to be focussed on a small
group of sectors - sectors vulnerable to low consumer confidence and lower credit
availability are considered least resilient.
Question: Looking at the next 12 months, how do you expect default levels to
develop?
“Whilst default levels may well
stay the same in 2013, we are likely
to see banks put debt and assets to
market to reduce their exposure
Increase (45%)
and working capital lending. We
Stay the same (50%)
may also see more willingness to
Decline (5%) enforce by new stakeholders that
have previously purchased loan
portfolios or debt at a discount.”
David Dunckley, Partner, Head of
Mid Market Restructuring
“More of the same. Consumers are being squeezed by low
pay increases and rising prices, especially utilities. Lower
discretionary spending impacting on leisure and retail.
Property market is still sluggish.”
Restructuring/recovery banker
6 Grant Thornton: UK Restructuring Outlook 2013

7. ...and these are likely to be very
sector focussed
As we have seen with Blockbusters,
Question: Looking at the next 12 months, how would you rate the resilience of the following
sectors of the UK economy? HMV and Jessops recently, retail is
considered particularly vulnerable
in 2013, with more than 84% of
0% 20% 40% 60% 80% 100%
respondents rating it as having lower
Retail resilience. A similar level of risk is
attached to hotels/pubs/leisure, rated
Hotels/ Pubs/ Leisure
by 83% of respondents as having lower
Printing resilience. This is closely followed by
printing (77%), property/construction
Property/ Construction
(72%) and haulage/logistics (61%).
Haulage/ Logistics On a positive note, many sectors are
doing comparatively well and are rated
Travel/ Tourism
as having a higher resilience, including
Automotive energy/utility (71%), pharma/biotech/
Professional Practices medical devices (57%), agribusiness/
food/beverage (51%) and aerospace/
Shipping defence (46%).
Healthcare (private)
Manufacturing
Financial Services
Infrastructure
Agribusiness/ Food/ Beverage
Aerospace/ Defence
Technology/ Media/ Telecoms
Pharma/ Biotech/ Medical Devices
Energy/ Utility
Higher resilience
Average resilience
Lower resilience
Grant Thornton: UK Restructuring Outlook 2013 7

8. Pressure on revenue is the key
driver of underperformance...
Contributory factors leading to distress
Question: Looking at the distressed cases you worked on in the last 12 months, what were the
When asked to rate the contributory main contributory factors leading to distress?
factors for distress in 2012, the vast
% of respondents rating impact as 8 to 10 out of a range of 1 to 10 (10 highest and 0 lowest impact)
majority of respondents highlight
declining revenues and rising 100%
costs. These issues are commonly
compounded by poor management
80%
decisions and poor financial control.
60%
40%
20%
0%
Export market volatility
Fraud
Decline in revenues
Poor financial control
Inappropriate business model
Rising costs
Tax/TTP debt burden
Poor management decisions
More limited/expensive debt finance
Increased competition
Public sector cuts
Product substitution/obsolesence
External regulation
Pension scheme commitments
“Although many clients in distress are taking steps to adjust their
cost base, this is very often not enough. Major turnarounds in
performance can only be achieved through a strategic realignment
of the business that addresses changing client needs.”
Stephen Rigby, Partner, Head of Performance Improvement
8 Grant Thornton: UK Restructuring Outlook 2013

9. ...but cost cutting continues to be
the favoured restructuring tool
Question: In the last 12 months, what type of restructuring strategies have
been employed in the cases you worked on?
0% 20% 40% 60% 80% 100%
Financial restructuring
Enforcement continues to be a last
resort exit Operational restructuring/
turnaround
Respondents report that financial and
operational restructurings continue to Trading administration
be favoured over enforcement action.
Administrations, pre-packs and CVAs Pre-pack administration
are seen as the last resort and are
employed as such. Exit via alternative funder
The survey also highlights the
scarcity of re-banking options for CVA
underperforming businesses - exits via
Rollover with changes to terms
alternative funders are employed in the
minority of cases or not at all. With so
Forbearance
little fluidity in the market the onus is
on lenders and their customers to work
Appointment of CRO
together to resolve underperformance
issues.
All of them The majority The minority None
Extent of operational restructurings is Question: Looking back at the last 12 months, did your borrowers
successfully implement the following?
not far reaching enough
Businesses and their lenders 0% 20% 40% 60% 80% 100%
continue to favour quick solutions to Cost cutting programmes
underperformance. Respondents report
that cost cutting programmes, better Better cash flow management
cash flow management and reductions
in staff costs are routinely implemented. Reduction in staff cost
More far-reaching restructurings that
Better focus on sales and
interrogate the fundamentals of the marketing
business, its processes and how value
can be created are often overlooked. Divestments of non-core assets
Realignment of strategy/
business model
Diversification strategy
Outsourcing strategy
Management team restructure
All of them The majority The minority None
Grant Thornton: UK Restructuring Outlook 2013 9

10. 61% expect the same level of
bank forbearance in 2013...
Banks are expected to use forbearance at
Question: In 2013, do you expect bank forbearance strategies to be used?
similar levels to last year. This is consistent
with respondents’ more stable outlook for UK
corporate failure levels and their expectation that
the UK economy will not deteriorate further.
Respondents also point to the long-term
impact of forbearance on the UK economy,
where lender support for ‘zombie’ companies
More than in 2012 (20%)
creates an artificial barrier to entry for new, more
Same level as 2012 (61%)
competitive, entrants.
Less then in 2012 (19%)
80%
70% 2013
61%
60% 57% 2012
50%
“Ordinarily, I would have expected
40%
less forbearance in 2013, on the
29%
basis that lenders may well be 30%
20% 19%
less likely to ‘wait and see’ and 20% 14%
because the market for impaired 10%
assets and debt is likely to be more
0%
fluid. However, the global liquidity More than in 2012 Same level as 2012 Less than in 2012
standards under Basel III will be
critical to overall asset management
strategies, including portfolio
sales, and there is a high degree of
uncertainty over how this will play
out in 2013.”
Daniel Smith, Partner, Restructuring
10 Grant Thornton: UK Restructuring Outlook 2013

11. ...and lender reputation and
government influence over nationalised
banks are considered key drivers
When asked what will impact on bank
Question: Looking at the next 12 months, how do you rate the impact of the
following on bank forbearance? forbearance levels in 2013, respondents point
to many factors. The perceived Government
% of respondents rating impact as 7 to 10 out of a range of 1 to 10 (10 highest and 0 lowest impact)
influence over nationalised banks, the review
80% of the sale of interest rate products and public
opinion are considered key drivers. It is of note
70%
that only 30% point to the hope of future value
60% enhancement as a driver for forbearance.
50%
40%
30%
20%
10%
0%
Government influence
over nationalised banks
interest rate products
Public opinion
Hope for future value
Review of the sale of
Low interest rates
Basel II & III
Disproportionate cost of
recovery/enforcement
enhancement
“The key difference for me is the impact of Basel III,
as banks wise up to the cost of capital and realise the
underlying cost / impact of holding impaired assets on their
balance sheet. This will drive bank strategies in 2013.”
Origination/portfolio banker
Grant Thornton: UK Restructuring Outlook 2013 11

12. Enforcement is the last resort
exit for lenders
Respondents do not expect much change
Question: Looking at your underperforming loans, which strategies will you employ
to the strategies that are employed to deal in 2013?
with underperforming loans. A significant
0% 20% 40% 60% 80% 100%
minority, however, expect that divestments of
underperforming loan books to third parties and Divestment of underperforming
loan book/or part
exits through market sale of debt will increase, thereof to third parties
35% and 32% respectively.
A number of respondents point to more Exit through market
sale of debt
secondary loan sales to overseas funds and expect
this to be a key area of activity in 2013, not just in
Instigate operational
the UK but throughout Europe. improvements
Enforcement
Debt for equity swap
Continue to support
More than 2012 Same as 2012 Less than 2012
“I expect more loan note sales by local European banks
to US based private equity funds who will buy loan to
own, or loan to maturity.”
Restructuring adviser
12 Grant Thornton: UK Restructuring Outlook 2013

13. “I expect corporate failures to increase because of the lack of
alternative debt funding. In some cases banks will have borne
with the situation for a number of years. This cannot continue
indefinitely.”
Restructuring/recovery banker
Question: Looking at the next 12 months, do you expect the number of corporate failures to...
“I’d say that enforcement
action will still be the
last resort in 2013,
lenders are much more
Increase (46%)
likely to favour other
Stay the same (50%)
restructuring strategies.
Decline (4%)
In some cases I actually
see them taking the
bull by the horns and
injecting cash to support
turnarounds.”
Adrian Richards, Partner,
60% Restructuring
51% 50% 2013
50% 46%
43% 2012
40%
30%
20%
10% 6%
4%
0%
Increase Stay the same Decline
Grant Thornton: UK Restructuring Outlook 2013 13

14. Question: Looking at the next 12 months, do you expect the number of pre-pack
administrations to...
“I expect much of the same.
Some of the zombie businesses
may finally go down but most
will continue to trade. We won’t
see a surge in insolvency until
Increase (35%)
the economy picks up and
Stay the same (56%) interest rates rise. Then, SMEs
Decline (9%) and the smaller real estate
companies and retailers will be
in the firing line.”
Origination/portfolio banker
60% 56%
52%
2013
50% 45%
2012
40% 35%
30%
20%
9%
10%
3%
0%
Increase Stay the same Decline
14 Grant Thornton: UK Restructuring Outlook 2013

15. About the Restructuring
Outlook for 2013
This is a survey of UK restructuring/recovery
bankers, asset based lenders and restructuring
advisers including senior turnaround professionals.
It assesses the environment for underperforming
businesses in the UK in 2013, provides insights
into the restructuring strategies employed in
the market and compares sector vulnerability.
Responses were collected online from 12
December 2012 to 2 January 2013. In total 233
respondents participated, breaking down into
32% restructuring and recovery bankers, 26%
origination/portfolio/credit risk bankers, 12%
interim directors, 11% lawyers, 5% PE/special
situations and mezzanine investors, 4% asset based
lenders and 11% restructuring advisers and other
market participants.
Respondents work with UK businesses of all
sizes. In terms of debt this breaks down into, 8%
work with businesses owing +£100 million, 11%
with those owing £50-100 million, 14% with those
owing £25-50 million, 34% with those owing
£5-25 million and 33% with those owing £0-5 million.
Grant Thornton: UK Restructuring Outlook 2013 15

16. Contact us
London Restructuring London Mid Market Selected EMEA
Contacts Contacts Restructuring Contacts
Mark Byers David Dunckley France
Partner, Global Head of Restructuring Partner, Head of Mid Market Restructuring Jean-Pascal Beauchamp
T +44 (0)20 7728 2522 T +44 (0)20 7728 2408 Partner
E mark.r.byers@uk.gt.com E david.dunckley@uk.gt.com T +33 (0)1 56210569
E jean-pascal.beauchamp@fr.gt.com
Shaun O’Callaghan Ian Corfield
Partner, UK Head of Restructuring Partner Germany
T +44 (0)20 7865 2887 T +44 (0)20 7865 2889 Heike Wieland-Bloese
E shaun.m.ocallaghan@uk.gt.com E ian.j.corfield@uk.gt.com Partner
T +49 (0)211 9524 512
Sarah Bell E heike.wielandbloese@wkgt.com
Partner
T +44 (0)20 7728 2409 Regional UK Mid Ireland
E sarah.bell@uk.gt.com Paul McCann
Market Contacts Partner
Grant McRobert T +353 (0)1 6805604
Partner Birmingham E paul.mccann@ie.gt.com
T +44 (0)20 7865 2119 David Bennett
E grant.mcrobert@uk.gt.com Partner Netherlands
T +44 (0)121 232 5217 Matthieu Tak
Adrian Richards E david.bennett@uk.gt.com Partner
Partner T +31 (0)20547 5757
T +44 (0)20 7728 2001 Bristol E matthieu.tak@gt.nl
E adrian.n.richards@uk.gt.com Nigel Morrison
Partner Portugal
Daniel Smith T +44 (0)117 305 7811 Maria Mendes
Partner E nigel.morrison@uk.gt.com Partner
T +44 (0)20 7728 2139 T +351 (0)21 413 4632
E daniel.r.smith@uk.gt.com Cambridge E maria.mendes@grantthornton.pt
Ian Carr
Partner Russia
T +44 (0)1223 225625 Andrey Sorochan
Specialist London E ian.carr@uk.gt.com Partner
Contacts Cardiff
T +7 (0)495 258 9990
E andrey.sorochan@ru.gt.com
Alistair Wardell
Stephen Baker Partner South Africa
Partner, Corporate Finance T +44 (0)29 2034 7520 Gillian Saunders
T +44 (0)20 7728 3100 E alistair.g.wardell@uk.gt.com Partner
E stephen.baker@uk.gt.com
T +27 (0)11 322 4500
Glasgow/Edinburgh E gsaunders@gt.co.za
Kathryn Hiddleston Rob Caven
Partner, Head of Restructuring Tax Partner Spain
T +44 (0)20 7728 2618 T +44 (0)141 223 0629 Ramon Galceran
E kathryn.v.hiddleston@uk.gt.com E rob.caven@uk.gt.com Partner
T +34 (0)93 206 3900
Darren Mason Leeds/Newcastle E ramon.galceran@es.gt.com
Partner, Head of Pensions Advisory Joe McLean
T +44 (0)20 7728 2433 Partner UAE
E darren.m.mason@uk.gt.com T +44 (0)113 200 1506 Hisham Farouk
E joe.mclean@uk.gt.com Partner
Mo Merali
T +971 (0)4 268 8070
Partner, Head of Private Equity Manchester E hisham.farouk@gtuae.net
T +44 (0)20 7728 2501 Matt Dunham
E mo.merali@uk.gt.com Partner
T +44 (0)161 953 6495
Stephen Rigby E matt.dunham@uk.gt.com
Partner, Head of Performance Improvement
T +44 (0)20 7865 2101 David Riley
E stephen.rigby@uk.gt.com Partner
T +44 (0)7775 826 394
Jeremy Toone E david.riley@uk.gt.com
Partner, Head of Real Estate Advisory
T +44 (0)20 7865 2314 Reading
E jeremy.m.toone@uk.gt.com Daniel Taylor
Partner
T +44 (0)118 983 9601
E daniel.taylor@uk.gt.com
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