AGPS Bondco Plc, Re [2023] EWHC 916 (Ch) (21 April 2023)

AGPS Bondco Plc, Re [2023] EWHC 916 (Ch) (21 April 2023)

The restructuring plan is sanctioned under Part 26A Companies Act 2006. The statutory conditions for cross-class cram down are satisfied: the dissenting class (2029 Plan Creditors) is not worse off than in the relevant alternative (insolvency), the plan was approved by the requisite majority in other classes, and differential treatment is justified by liquidity needs and restructuring objectives. The court exercises its discretion to sanction the plan.

Citation
[2023] EWHC 916 (Ch)
Parties
Applicant Company: AGPS BondCo PLC; Opposing Creditors: Ad hoc group of opposing creditors (AHG); Supporting Creditors: Steering committee of creditors (SteerCo)
Jurisdiction
England and Wales
Judgment Date
21 April 2023
Procedural Posture
Restructuring Plan Sanction Application (companies Act 2006, Part 26 A) / Sanction Hearing
Outcome
Plan sanctioned; cross-class cram down ordered.
Legal Topics
Cross Class Cram Down, Restructuring Plan, Creditor Meetings, Part 26 a Companies Act 2006, No Worse Off Test, Pari Passu Principle
Insolvency Company Law Restructuring Cross Class Cram Down Restructuring Plan Creditor Meetings Part 26 a Companies Act 2006 No Worse Off Test +1 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 4 Authorities cited 18 Party arguments 2 Amounts and remedies 37
Sign in to unlock

Parties

AGPS BondCo PLC

Applicant Company

Ad hoc group of opposing creditors (AHG)

Opposing Creditors

Steering committee of creditors (SteerCo)

Supporting Creditors

Procedural Posture

Restructuring Plan Sanction Application (companies Act 2006, Part 26 A) / Sanction Hearing

Legal Issues

  1. 1 Whether the restructuring plan should be sanctioned under Part 26A Companies Act 2006 despite dissent from one creditor class
  2. 2 Whether the 'No Worse Off' test is satisfied for dissenting creditors
  3. 3 Whether the plan's differential treatment among creditor classes is justified

Ratio Decidendi

The restructuring plan is sanctioned under Part 26A Companies Act 2006. The statutory conditions for cross-class cram down are satisfied: the dissenting class (2029 Plan Creditors) is not worse off than in the relevant alternative (insolvency), the plan was approved by the requisite majority in other classes, and differential treatment is justified by liquidity needs and restructuring objectives. The court exercises its discretion to sanction the plan.

Court Disposition

Plan sanctioned; cross-class cram down ordered.

Orders

  • Sanction of restructuring plan under Part 26A Companies Act 2006
  • Cross-class cram down in relation to 2029 Plan Creditors