Primacom Holding GmbH & Anor v A Group of the Senior Lenders & Credit Agricole [2011] EWHC 3746 (Ch) (20 December 2011)

Primacom Holding GmbH & Anor v A Group of the Senior Lenders & Credit Agricole [2011] EWHC 3746 (Ch) (20 December 2011)

The English court has jurisdiction to convene scheme meetings for a German company where all relevant finance documents are governed by English law, and the proposed class composition is appropriate as the creditors' rights are sufficiently similar. Adjournment was refused as urgency and modification provisions allow the scheme to proceed, with fairness to be considered at the sanction hearing.

Citation
[2011] EWHC 3746 (Ch)
Parties
Applicant/claimant: Primacom Holding GmbH; Applicant/claimant: Alcentra Group, Avenue Capital Group, Tennenbaum Capital Partners, ING & Various Investors; Respondent/defendant: A Group of the Senior Lenders & Credit Agricole
Jurisdiction
England and Wales
Judgment Date
20 December 2011
Procedural Posture
Scheme of Arrangement Application / Class Composition and Convening Creditors' Meetings
Outcome
Application granted
Legal Topics
Scheme of Arrangement, Jurisdiction, Class Composition, Debt Restructuring, Recognition of Foreign Judgments
Insolvency Company Law Cross Border Restructuring Scheme of Arrangement Jurisdiction Class Composition Debt Restructuring Recognition of Foreign Judgments

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Parties

Primacom Holding GmbH

Applicant/claimant

Alcentra Group, Avenue Capital Group, Tennenbaum Capital Partners, ING & Various Investors

Applicant/claimant

A Group of the Senior Lenders & Credit Agricole

Respondent/defendant

Procedural Posture

Scheme of Arrangement Application / Class Composition and Convening Creditors' Meetings

Legal Issues

  1. 1 Whether the English court has jurisdiction to convene scheme meetings for a German company
  2. 2 Proper composition of creditor classes for the scheme
  3. 3 Sufficiency of notice and explanatory statement

Ratio Decidendi

The English court has jurisdiction to convene scheme meetings for a German company where all relevant finance documents are governed by English law, and the proposed class composition is appropriate as the creditors' rights are sufficiently similar. Adjournment was refused as urgency and modification provisions allow the scheme to proceed, with fairness to be considered at the sanction hearing.

Court Disposition

Application granted

Orders

  • Four meetings of scheme creditors to be convened as proposed
  • Approval of explanatory statement, notices, voting and proxy forms, and meeting regulations