Oireachtas Joint and Select Committees

Thursday, 24 November 2016

Public Accounts Committee

Special Report No. 94 of the Comptroller and Auditor General: National Asset Management Agency Sale of Project Eagle (Resumed)

9:00 am

Mr. Alan Stewart:

I will do so. I will continue:

Specifically, I became aware, during my recent preparation of the following information having been disclosed to Brown Rudnick [these are the technical breaches]:

- On March 21, 2014 Cerberus told Brown Rudnick the adjusted reserve price that had been communicated to Cerberus by Lazard.

- On March 25 2014 Cerberus shared with Brown Rudnick a letter received from Lazard earlier that day (which I note was substantially similar to an earlier letter received on February 14, the equivalent version of which I assume Brown Rudnick would have seen during their time working for PIMCO). I believe this correspondence, and that of March 21, was shared by Brown Rudnick with Tughans. Tughans owed confidentiality obligations to Brown Rudnick.

- On March 27 2014 Cerberus told Brown Rudnick that Cerberus' request for an extension of the bid deadline (to 1 pm on April 1, 2014) had been granted.

My responses to your queries are based upon the information of which I am aware concerning the NDA as of the date of this letter. The preparation of our bid involved over 100 Cerberus personnel and advisory personnel. Consequently, I have not conducted a full review of Cerberus' records nor have I interviewed all of our personnel, or those of our advisors. I have included information concerning Cerberus' affiliates and advisers in the Appendix to this letter.

Although regrettable, the disclosure of this procedural information was not material in the context in which it occurred. I accept that the three instances listed above may contain some information that may not have been previously known to Brown Rudnick and which may therefore be deemed to be "Informational Materials" as defined in the NDA. I do not believe that the information sharing had any impact on the integrity of the Project Eagle sale process. Brown Rudnick (and Tughans) had no role in determining the purchase price Cerberus offered for the Project Eagle portfolio. I can confirm that Cerberus' sharing of these three pieces of information did not impact on the amount of Cerberus' bid. I also want to acknowledge that the inadvertent disclosure summarized in this letter was Cerberus' responsibility and was not the result of any failures by NAMA or inefficiencies in the Project Eagle process.

Finally, I confirm that Cerberus does not object to NAMA providing a copy of this letter or the NDA to the Committee.

Very truly yours

Cerberus Capital Management, L.P.

Mark A. Neporent

Chief Operating Officer

General Counsel

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