Cram down meaning

This checklist of resources highlights key considerations when preparing, reviewing and negotiating commercial contracts to take account of the limits on ipso facto provisions brought in by the Corporate Insolvency and Governance Act 2020 (CIGA 2020), and to ensure agreements remain compliant and workable on insolvency. Corporate Insolvency and Governance Act 2020-the impact for commercial lawyers CIGA 2020 amended the Insolvency Act 1986 (IA 1986), introducing measures to secure the continuity of essential supplies and to curtail contractual termination rights triggered by insolvency (the so-called ‘ipso facto’ clauses) in contracts for goods and services. The issues most pertinent to general commercial practitioners when drafting and negotiating contracts are: contractual rights to terminate for an insolvency event, or to take any other step because of a customer’s insolvency, in contracts for the supply of goods and services, are no longer effective the creation of a company moratorium, available to all companies, enabling companies to develop restructuring proposals without creditor pressure the introduction of a...

The below tables provide an overview of: various factors that do not necessitate distinct classes (ie do not split the class) various factors that have been treated as warranting distinct classes (ie do split the class) in Part 26 scheme and Part 26A restructuring plan cases Judges have held that the caselaw on schemes is equally applicable to restructuring plans on many issues (see Re PizzaExpress (convening) and Re Virgin Atlantic), including class formation, although the Court of Appeal in Adler confirms that cross-class cramdown (CCCD) in restructuring plans does require different considerations; see Practice Note: Cross-Class Cram Down under a Part 26A restructuring plan. As a note of caution, it is important to recognise that class analysis is highly fact-specific, and it is possible that another judge, faced with a slightly different factual pattern, might reach a different conclusion to that set out below on the particular facts presented. For a detailed analysis of key metrics from the RPs filed...

What does the Market Insights Trend Report cover? The Market Insights Trend Report delivers a comprehensive examination of the RPs reviewed by the courts in 2024. It also offers perspective on key patterns and outlines what we, with our contributors, anticipate for 2025 and beyond...

Re Revolution Bars Ltd [2024] EWHC 2949 (Ch) What are the practical implications of this case? Concisely distilling and referencing the pertinent common law, this decision serves as a pointed reminder to practitioners about circumstances in which a 'meeting' may fail to qualify as a meeting for creditor/member meetings and for cross-class cram downs under sections 901F and 901G of the Companies Act 2006 (CA 2006), including considerations around headcount, who is physically in attendance, and the role of proxies. It further illustrates when the fairness of a plan for 'out of the money' creditors ought properly to be weighed, marking an exception to what could otherwise be treated as the default position. The court endorsed, without hesitation, the High Court’s earlier conclusion that the opinions of 'out of the money creditors' carry minimal weight because they lack any real economic stake in the company in this matter as presented to the court...

Re Sino-Ocean Group Holding Ltd [2025] EWHC 205 (Ch) What are the practical implications of this case? The practical implications of this judgment are: Questions about how a voting class is constituted or composed should, preferably, be aired at the convening hearing, not deferred to the sanction hearing. A dissenting creditor cannot simply contend that liquidation or any other ‘relevant alternative’ advanced by the plan company is not the relevant alternative for Condition A; they must also identify a specific alternative. It is not abusive for a plan company to include a consenting class within a plan, even if this enables a cross‑class cram down, provided the plan has a meaningful effect on that assenting class. When assessing any challenge to whether a special interest creditor’s vote is representative, the court will proceed flexibly rather than apply a rigid “but for” test, and will principally ask whether that creditor voted with the class’s interests in view. Any plan that involves a debt‑for‑equity...

Dobbies Garden Centres Limited sought a Part 26A restructuring plan at a convening hearing in October 2024 and a sanction hearing in December 2024 before the Scottish Outer House, Court of Session. The key headline points are set out below (capitalised terms not defined here have the meanings given in the sanction judgment). This Deal Debrief forms part of our Restructuring plans collection. For an in‑depth analysis of key metrics from RPs filed in England & Wales in 2023, together with commentary from leading figures in the restructuring sphere, see Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [Archived]. Name of plan company Dobbies Garden Centres Limited (the Company) Industry sector Garden centres Place of debtor’s incorporation and jurisdictional factors The Company was incorporated in Scotland and its centre of main interests (COMI) was in Scotland. Legal counsel involved The Company: Almira Delibegovic-Broome KC and Elisabeth Roxburgh (instructed by Burness Paull LLP and Macfarlanes LLP) Timeline...

Hurricane Energy PLC sought approval for a Part 26A restructuring plan (RP), put to the court at a convening hearing in May 2021 and a sanction hearing in June 2021. The court, however, declined to sanction the RP. Highlights are set out below (capitalised expressions not otherwise defined adopt meanings in the convening and sanction judgments). This Deal Debrief sits within our Restructuring plans collection. For a review of metrics from RPs lodged in 2023 and insights from figures in the restructuring community, consult Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [Archived]...

Three companies in the DeepOcean Group applied for three Part 26A restructuring plans (RP), with a convening hearing in December 2020 and a sanction hearing in January 2021. The principal points are outlined below (capitalised terms not otherwise defined take the meanings given in the convening and sanction judgments). This Deal Debrief sits within our Restructuring plans collection. For an in-depth review of key metrics from the RPs filed in 2023 and commentary from leading figures in the restructuring world, refer to Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [Archived]. Name of plan companies DeepOcean I Ltd (DO1) DeepOcean Subsea Cables Ltd (DSC) Enshore Subsea Ltd (ES) Together, the Plan Companies. Industry sector Subsea construction work Place of debtors’ incorporation and jurisdictional factors Each of the Plan Companies is incorporated in England & Wales and has its COMI in the UK...

Court Reference No: [ ENTER COURT REF. ]...

For and on behalf of: applicant Prepared by: [ insert name ] Reference No.: [ insert statement number ] Exhibits: [ insert details ] Dated: [ insert date ] Lodged: [ insert date ] Court Ref. No.: [ INSERT COURT REF. NUMBER ] [ IN THE HIGH COURT OF JUSTICE ] [ BUSINESS AND PROPERTY COURTS ] [ OF ENGLAND AND WALES ] OR AT [ insert location ] OR AT THE COUNTY COURT AT [ insert location ] [ BUSINESS AND PROPERTY COURTS LIST ] In the matter of [ insert company name ] And in the matter of the Companies Act 2006 Statement of [ insert full name ] I, [ insert full name ], the [ insert role/job title ] of [ insert company name ] of [ insert address ], state as follows: 1 Introduction I serve as the [ insert role/job title ] of [...

This document is significant and demands your prompt attention today. If you are uncertain about any aspect of this proposal or about the steps you ought to take, you should consult your professional adviser without delay and without hesitation. Further copies of this document and the accompanying voting forms can be obtained readily and directly from the address listed on page [ insert number ]. [ They may also be downloaded and printed from the website [ insert website address ] ] . Proposal in relation to restructuring plan Pursuant to Part 26A of the Companies Act 2006 Between [ Insert Company name ] and its creditors/members (as defined in the restructuring plan) The meeting [ s ] of Creditors/Members to review the restructuring plan (the Meeting [ s ] ') will be convened [ [ at insert address ] OR remotely by telephone/webinar OR on [ insert date ]. The meeting [ s ] will start at [ insert time ] London time. Notice of the...