In the matter of AGPS Bondco PLC

In the matter of AGPS Bondco PLC

The court sanctioned the restructuring plan under Part 26A Companies Act 2006, finding that the statutory 'no worse off' test (Condition A) was satisfied for the dissenting 2029 Plan Creditors, as the most likely outcome under the plan was full repayment or a better return than in insolvency. The issuer substitution was valid under German law, giving the English court jurisdiction. The plan's departures from pari passu treatment and changes in priority were justified and not unfair. The explanatory statement was adequate, and the plan was likely to be recognised in Germany and Luxembourg. There was no legal 'blot' preventing sanction.

Parties
Applicant Company: AGPS BondCo PLC; Respondent/opposing Creditors: Ad hoc group of opposing creditors (AHG); Supporting Creditors: Steering committee of creditors (SteerCo)
Jurisdiction
England and Wales
Judgment Date
11 September 2024
Procedural Posture
Restructuring Plan Under Part 26 a Companies Act 2006 / Sanction Hearing and Judgment
Outcome
Plan sanctioned; application granted
Legal Topics
Restructuring Plan, Cross Class Cram Down, Jurisdiction, Issuer Substitution, Pari Passu Principle, Majority Creditor Rights, Appointment of Notes Representative, Recognition of Foreign Restructuring, Priority of Claims, New Money Financing
Insolvency Company Law Cross Border Restructuring Restructuring Plan Cross Class Cram Down Jurisdiction Issuer Substitution Pari Passu Principle +5 more

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Parties

AGPS BondCo PLC

Applicant Company

Ad hoc group of opposing creditors (AHG)

Respondent/opposing Creditors

Steering committee of creditors (SteerCo)

Supporting Creditors

Procedural Posture

Restructuring Plan Under Part 26 a Companies Act 2006 / Sanction Hearing and Judgment

Legal Issues

  1. 1 Whether the court should sanction a restructuring plan under Part 26A Companies Act 2006 despite dissent from one creditor class (2029 Plan Creditors)
  2. 2 Whether the issuer substitution was valid under German law and gave the English court jurisdiction
  3. 3 Whether the plan satisfied the 'no worse off' test for dissenting creditors (Condition A)

Ratio Decidendi

The court sanctioned the restructuring plan under Part 26A Companies Act 2006, finding that the statutory 'no worse off' test (Condition A) was satisfied for the dissenting 2029 Plan Creditors, as the most likely outcome under the plan was full repayment or a better return than in insolvency. The issuer substitution was valid under German law, giving the English court jurisdiction. The plan's departures from pari passu treatment and changes in priority were justified and not unfair. The explanatory statement was adequate, and the plan was likely to be recognised in Germany and Luxembourg. There was no legal 'blot' preventing sanction.

Court Disposition

Plan sanctioned; application granted

Orders

  • The restructuring plan under Part 26A Companies Act 2006 is sanctioned as proposed by AGPS BondCo PLC.
  • The plan is binding on all affected creditor classes, including the dissenting 2029 Plan Creditors, pursuant to the cross-class cram down provisions.