Waldorf Production UK Plc, Re

Waldorf Production UK Plc, Re

The court has jurisdiction to sanction the Plan and cram down HMRC as a dissenting creditor. The 'no worse off' test is satisfied because HMRC will receive a materially better return under the Plan than in the relevant alternative, even after considering the effect of tax losses. The Plan is fair to all creditors, including HMRC, and is not an abuse of process. There is no legal or factual basis to refuse sanction.

Parties
Applicant / Plan Company: Waldorf Production UK Plc; Respondent / Opposing Creditor: His Majesty’s Revenue and Customs (HMRC); Supporting Creditors: Nordic Trustee AS (Bond Trustee) and SteerCo; Supporting Creditor: Capricorn Energy plc (M&A Creditor)
Jurisdiction
England and Wales
Judgment Date
05 May 2026
Procedural Posture
Restructuring Plan (part 26 a Companies Act 2006) / Sanction Hearing and Final Judgment
Outcome
Plan sanctioned; HMRC crammed down as dissenting creditor.
Legal Topics
Restructuring Plan, Cross Class Cram Down, Jurisdiction Over HMRC, No Worse Off Test, Fairness of Restructuring, Tax Losses, Energy Profits Levy, Abuse of Process, Creditor Engagement
Insolvency Law Company Law Tax Law Restructuring Plan Cross Class Cram Down Jurisdiction Over HMRC No Worse Off Test Fairness of Restructuring +4 more

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Parties

Waldorf Production UK Plc

Applicant / Plan Company

His Majesty’s Revenue and Customs (HMRC)

Respondent / Opposing Creditor

Nordic Trustee AS (Bond Trustee) and SteerCo

Supporting Creditors

Capricorn Energy plc (M&A Creditor)

Supporting Creditor

Procedural Posture

Restructuring Plan (part 26 a Companies Act 2006) / Sanction Hearing and Final Judgment

Legal Issues

  1. 1 Whether the court has jurisdiction to sanction a restructuring plan and cram down HMRC as a dissenting creditor under Part 26A Companies Act 2006
  2. 2 Whether the 'no worse off' test in s.901G(3) CA 2006 is satisfied, including the relevance of tax losses to the Exchequer
  3. 3 Whether the Plan is fair to all creditors, especially HMRC, and whether the Plan constitutes an abuse of process

Ratio Decidendi

The court has jurisdiction to sanction the Plan and cram down HMRC as a dissenting creditor. The 'no worse off' test is satisfied because HMRC will receive a materially better return under the Plan than in the relevant alternative, even after considering the effect of tax losses. The Plan is fair to all creditors, including HMRC, and is not an abuse of process. There is no legal or factual basis to refuse sanction.

Court Disposition

Plan sanctioned; HMRC crammed down as dissenting creditor.

Orders

  • The Plan is sanctioned under Part 26A Companies Act 2006.
  • The cross-class cram down power is exercised against HMRC.