Re Apcoa Parking Holdings GmbH
The court sanctioned the schemes of arrangement for the nine Apcoa Group companies, finding that class composition was correct, the schemes were fair and reasonable, the change of governing law and jurisdiction to English law was valid and effective, and the schemes would be recognised in relevant jurisdictions. The court declined to sanction provisions imposing new obligations on dissentient creditors, requiring amendments to allow election. The objections based on alleged class manipulation, lack of sufficient connection, and breach of German law were rejected as insufficient to preclude sanction.
- 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: Litespeed Master Fund Limited
- Jurisdiction
- England and Wales
- Judgment Date
- 19 November 2014
- Procedural Posture
- Scheme of Arrangement / Sanction Hearing
- Outcome
- Schemes sanctioned subject to amendments and provisos.
- Legal Topics
- Schemes of Arrangement, Class Composition, Jurisdiction, Recognition of Foreign Schemes, Creditor Rights, Debt Restructuring
Case Brief
Summary, issues, holding and outcome
More case intelligence is available
Unlock the full research layer for this judgment.
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
Procedural Posture
Scheme of Arrangement / Sanction Hearing
Legal Issues
- 1 Whether the court has jurisdiction to sanction the schemes of arrangement for foreign companies under Part 26 of the Companies Act 2006
- 2 Whether class composition was correct and fair
- 3 Whether the scheme imposed new obligations beyond the court's jurisdiction
Ratio Decidendi
The court sanctioned the schemes of arrangement for the nine Apcoa Group companies, finding that class composition was correct, the schemes were fair and reasonable, the change of governing law and jurisdiction to English law was valid and effective, and the schemes would be recognised in relevant jurisdictions. The court declined to sanction provisions imposing new obligations on dissentient creditors, requiring amendments to allow election. The objections based on alleged class manipulation, lack of sufficient connection, and breach of German law were rejected as insufficient to preclude sanction.
Court Disposition
Schemes sanctioned subject to amendments and provisos.
Orders
- Sanction of schemes of arrangement for all nine Scheme Companies
- Amendment to scheme provisions to allow creditors to elect whether to assume new obligations
Full Case Text
Judgment text and source record
Sign in to read
Sign in to read the full judgment text
Sign in to read the full judgment text. Downloads and additional research tools may depend on your plan.
Sign in to read the full judgment