Re Apcoa Parking Holdings GmbH [2014] EWHC 3849 (Ch) (19 November 2014)
The court held that the differences between FMS/Litespeed and other creditors were differences of interest, not legal rights, as the Turnover Agreement and Lock-Up Agreement did not alter the legal rights against the Scheme Companies. Therefore, the proposed class composition was correct and the court had jurisdiction. The schemes, as amended, were fair and in the interests of creditors as a whole, and the court exercised its discretion to sanction them.
- Citation
- [2014] EWHC 3849 (Ch)
- Parties
- Applicant/scheme Company: APCOA Parking Holdings GmbH; Applicant/scheme Company: APCOA Parking Deutschland GmbH; Applicant/scheme Company: APCOA Parking Austria GmbH; Applicant/scheme Company: APCOA Parking Belgium N.V.; Applicant/scheme Company: APCOA Parking Holding Danmark ApS; Applicant/scheme Company: APCOA Parking Holdings (UK) Limited; Applicant/scheme Company: APCOA Parking (UK) Limited; Applicant/scheme Company: EuroPark Holdings AS; Applicant/scheme Company: EuroPark Scandanavia AS; Creditor/supporter: Centerbridge Partners; Creditor/objector: FMS Wertmanagement Anstalt öffentlichen Rechts; Creditor/objector (non Appearing): Litespeed Master Fund Limited
- Jurisdiction
- England and Wales
- Judgment Date
- 19 November 2014
- Procedural Posture
- Scheme of Arrangement Under Part 26 Companies Act 2006 / Sanction Hearing Following Convening and Creditor Meetings
- Outcome
- Schemes sanctioned (as amended) for all Scheme Companies; permission to appeal refused at first instance.
- Legal Topics
- Schemes of Arrangement, Class Composition, Jurisdiction, Creditor Rights, Cross Border Insolvency
Case Brief
Summary, issues, holding and outcome
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Parties
APCOA Parking Holdings GmbH
Applicant/scheme Company
APCOA Parking Deutschland GmbH
Applicant/scheme Company
APCOA Parking Austria GmbH
Applicant/scheme Company
APCOA Parking Belgium N.V.
Applicant/scheme Company
APCOA Parking Holding Danmark ApS
Applicant/scheme Company
APCOA Parking Holdings (UK) Limited
Applicant/scheme Company
APCOA Parking (UK) Limited
Applicant/scheme Company
EuroPark Holdings AS
Applicant/scheme Company
EuroPark Scandanavia AS
Applicant/scheme Company
Centerbridge Partners
Creditor/supporter
FMS Wertmanagement Anstalt öffentlichen Rechts
Creditor/objector
Litespeed Master Fund Limited
Creditor/objector (non Appearing)
Procedural Posture
Scheme of Arrangement Under Part 26 Companies Act 2006 / Sanction Hearing Following Convening and Creditor Meetings
Legal Issues
- 1 Whether the proposed class composition for creditor meetings was correct under English law
- 2 Whether the court had jurisdiction to sanction the schemes given cross-border elements and new obligations imposed
- 3 Whether the schemes were fair and should be sanctioned in the exercise of the court's discretion
Ratio Decidendi
The court held that the differences between FMS/Litespeed and other creditors were differences of interest, not legal rights, as the Turnover Agreement and Lock-Up Agreement did not alter the legal rights against the Scheme Companies. Therefore, the proposed class composition was correct and the court had jurisdiction. The schemes, as amended, were fair and in the interests of creditors as a whole, and the court exercised its discretion to sanction them.
Court Disposition
Schemes sanctioned (as amended) for all Scheme Companies; permission to appeal refused at first instance.
Orders
- Sanction of the schemes of arrangement for each Scheme Company under Part 26 Companies Act 2006
- Directions for implementation of the restructuring as set out in the schemes
Full Case Text
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