Waldorf Production UK Plc, Re

Waldorf Production UK Plc, Re

The plan company failed to discharge its burden to show the plan is fair and just in the allocation of restructuring benefits, having conceived and promoted the plan on a false premise that 'out of the money' creditors need only receive a de minimis payment, without genuine engagement or negotiation with dissenting creditors. The 5% payment to unsecured creditors is arbitrary and not the product of fair allocation or negotiation. The statutory conditions for cross-class cram down are satisfied, but the court declines to exercise its discretion to sanction the plan due to lack of fairness.

Parties
Applicant: Waldorf Production UK Plc; Supporting Creditor: SteerCo (Steering Committee of Bondholders); Dissenting Creditor: Capricorn Energy Plc; Dissenting Creditor: Capricorn Energy UK Limited; Dissenting Creditor: His Majesty’s Revenue and Customs (HMRC)
Jurisdiction
England and Wales
Judgment Date
19 August 2025
Procedural Posture
Restructuring Plan Sanction Application / Final Judgment on Sanction
Outcome
sanction refused
Legal Topics
Cross Class Cram Down, Restructuring Plan, Creditor Engagement, Fairness, Companies Act 2006 Part 26 a
Insolvency Company Law Restructuring Cross Class Cram Down Restructuring Plan Creditor Engagement Fairness Companies Act 2006 Part 26 a

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Parties

Waldorf Production UK Plc

Applicant

SteerCo (Steering Committee of Bondholders)

Supporting Creditor

Capricorn Energy Plc

Dissenting Creditor

Capricorn Energy UK Limited

Dissenting Creditor

His Majesty’s Revenue and Customs (HMRC)

Dissenting Creditor

Procedural Posture

Restructuring Plan Sanction Application / Final Judgment on Sanction

Legal Issues

  1. 1 Whether the statutory conditions for cross-class cram down under section 901G Companies Act 2006 are satisfied
  2. 2 What is the relevant alternative to the proposed plan
  3. 3 Whether the plan is fair and just in the allocation of restructuring benefits

Ratio Decidendi

The plan company failed to discharge its burden to show the plan is fair and just in the allocation of restructuring benefits, having conceived and promoted the plan on a false premise that 'out of the money' creditors need only receive a de minimis payment, without genuine engagement or negotiation with dissenting creditors. The 5% payment to unsecured creditors is arbitrary and not the product of fair allocation or negotiation. The statutory conditions for cross-class cram down are satisfied, but the court declines to exercise its discretion to sanction the plan due to lack of fairness.

Court Disposition

sanction refused

Orders

  • Application for sanction of the restructuring plan is refused.
  • Determination of consequential matters adjourned to a further hearing.