Hughes, in the matter of Vah Newco No. 2 Pty Ltd (in liq) (No 2) [2020] FCA 1436

Hughes, in the matter of Vah Newco No. 2 Pty Ltd (in liq) (No 2) [2020] FCA 1436

The Court terminated the windings up because completion of the Bain restructuring and effectuation of the Primary DOCA were in the interests of current creditors, who would receive a substantially greater return through the Primary DOCA and Creditors' Trust than on continued winding up; the Companies had no assets of value and would generate no return if the liquidations continued; future creditors would be protected because the Companies' liabilities would be extinguished and converted into rights to claim in the Creditors' Trust; and the Companies were not trading, had incurred no debts, remained under the Deed Administrators' control, and would enter a deemed creditors' voluntary...

Jurisdiction
Australia
Judgment Date
02 October 2020
Procedural Posture
Corporations Application by Liquidator for Orders Terminating Winding Up / Interlocutory Process Filed on 30 September 2020; Orders Made on 2 October 2020
Outcome
Application granted; winding up of each of VAH Newco No. 2 Pty Ltd and VB Investco Pty Ltd terminated effective as at 2 October 2020.
Legal Topics
['termination of Winding Up' 'deed of Company Arrangement' "members' Voluntary Liquidation" "creditors' Trust" 'corporate Restructuring']
['corporations' 'insolvency'] ['termination of Winding Up' 'deed of Company Arrangement' "members' Voluntary Liquidation" "creditors' Trust" 'corporate Restructuring']

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Procedural Posture

Corporations Application by Liquidator for Orders Terminating Winding Up / Interlocutory Process Filed on 30 September 2020; Orders Made on 2 October 2020

Legal Issues

  1. 1 ['Whether the winding up of VAH Newco No. 2 Pty Ltd and VB Investco Pty Ltd should be terminated under s 482(1) of the Corporations Act 2001 (Cth) and s 90-15 of the Insolvency Practice Schedule (Corporations).' "Whether termination of the winding up was in the interests of current creditors, future creditors, the liquidator, contributories and the public in the context of the Bain DOCAs and Creditors' Trust."]

Ratio Decidendi

The Court terminated the windings up because completion of the Bain restructuring and effectuation of the Primary DOCA were in the interests of current creditors, who would receive a substantially greater return through the Primary DOCA and Creditors' Trust than on continued winding up; the Companies had no assets of value and would generate no return if the liquidations continued; future creditors would be protected because the Companies' liabilities would be extinguished and converted into rights to claim in the Creditors' Trust; and the Companies were not trading, had incurred no debts, remained under the Deed Administrators' control, and would enter a deemed creditors' voluntary...

Court Disposition

Application granted; winding up of each of VAH Newco No. 2 Pty Ltd and VB Investco Pty Ltd terminated effective as at 2 October 2020.

Orders

  • ['Pursuant to sections 482(1) of the Corporations Act 2001 (Cth) and section 90-15 of the Insolvency Practice Schedule (Corporations), the winding up of each of VAH Newco No. 2 Pty Ltd (in liquidation) (subject to deed of company arrangement) and VB Investco Pty Ltd (in liquidation) (subject to deed of company...