Restructuring Agreement meaning

General checklist What follows is a checklist highlighting matters that a solicitor representing a company’s administrator (and, in some pre-appointment cases, the directors/company) disposing of a business and its assets ought to bear in mind when preparing a sale and purchase agreement (the Agreement). This checklist is suitable for both pre-pack scenarios and sales of the business and/or assets completed after administrators are in office. It is not comprehensive and, depending on the nature of the business, numerous additional points may arise. For further detail, see: Sale and Purchase of Assets—overview and Pre-packs—overview. We also, at points, refer to seeking information from the directors. That will not invariably be feasible, eg where the situation is hostile. Accordingly, if the directors are engaged, they should be able to provide the information and will often be best placed to do so; however, where the position is hostile, or if you act solely for the administrators, any enquiries should be directed to the administrators, or at least channelled via them to the...

Income payments order The trustee in bankruptcy (trustee) may seek an income payments order (IPO) pursuant to section 310 of the Insolvency Act 1986 (IA 1986) where, having assessed matters, they consider the bankrupt enjoys surplus income once the bankrupt’s reasonable domestic needs are allowed for. See Practice Note: Income payments orders (IPOs) under section 310 of the Insolvency Act 1986. The court is responsible for setting the venue for the hearing of the trustee’s application. The trustee must provide the bankrupt with not less than 28 days’ notice of any application, enclosing the application itself and a statement of the grounds on which the order is requested. Up to five business days before the hearing date, the bankrupt may consent to the order by notifying both the court and the trustee. Alternatively, by attending the hearing, the bankrupt may make any representations they wish as to why the order ought not to be made. Any order issued must not leave the bankrupt with less than is necessary to...

What claims or causes of action can be assigned? Insolvency office-holders should bear in mind the difference between transferring an ‘office-holder claim’ (ie any statutory cause of action the office-holder may pursue under the Insolvency Act 1986 (IA 1986)) and a claim that resides in the insolvent company (ie a ‘company claim’) or in the bankrupt individual. Claims which vest in the insolvent company or the bankrupt individual An insolvency office-holder’s central obligation is to gather in the property of the insolvent company or the bankrupt individual and to realise its value for the benefit of creditors. See Practice Notes: Role, powers, functions and duties of an administrator Role, powers, functions and duties of a liquidator Role, powers, functions and duties of a trustee in bankruptcy As choses in action fall within the meaning of property capable of realisation, insolvency office-holders may assign claims that vest in an insolvent company or a bankrupt individual from the outset of...

VBER 2022 flowchart This flowchart provides an at‑a‑glance pathway to assess whether the VBER 2022 safe harbour applies to an agreement. For the purposes of the flowchart, it is taken that the agreement is a vertical arrangement and that it complies with Article 2(3), VBER 2022 (concerning IP provisions) and, where relevant, Articles 2(4)–(6), VBER 2022 (relating to dual distribution). Throughout the flowchart, the VBER 2022 is referred to as the EU VBER...

In this issue Company, disclosures, records and registers Equity capital markets Share purchase agreement Restructuring and insolvency for corporate lawyers Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Company, disclosures, records and registers Companies House publishes guidance on ACSPs and identity verification standards Companies House has issued three pieces of guidance covering the registration of Authorised Corporate Service Providers (ACSPs), what ACSPs do, and the identity verification obligations. The first note explains how to use Companies House’s service to enrol as an ACSP (also referred to as a Companies House authorised agent). Applications open on 25 February 2025. The second clarifies the functions and responsibilities of an ACSP. The third sets out how to meet Companies House identity verification standards when confirming someone’s identity. From 25 March 2025, ACSPs will be able to notify Companies House of identity checks that have been completed. Further, from spring...

Singh (as trustee in bankruptcy of Mrs Angela Garcha) v Garcha and others [2024] EWHC 1844 (Ch) What are the practical implications of this case? The obligation on a judge to provide reasons for their conclusions flows from three core considerations: ensuring that the appellate system can operate effectively (English v Emery Reimbold & Strick Ltd (Practice Note) [2002] EWCA Civ 605; [2002] 1 WLR 2409, para [19]) recognising that the parties are entitled to be told how their substantive rights have been decided (Weymont v Place [2015] EWCA Civ 289, para [6]) upholding fairness by addressing any evidence that appears particularly persuasive, where such material exists (Simetra Global Assets Ltd v Ikon Finance Ltd [2019] EWCA Civ 1413, para [46]) That said, a judge is not required to engage with every point raised. It is enough if the reasoning demonstrates to the parties—and, if necessary, to the Court of Appeal—the essential basis on which the decision was reached (Eagil...

Petrofac Ltd [2025] EWHC 2887 (Ch) What was the background? Petrofac Ltd (the Company) is a Jersey-incorporated entity, headquartered in London, that functions as the holding company of the Petrofac Group. Its operations comprise owning shares in subsidiaries, delivering management services, and making loans to other Petrofac Group members. Confronted with financial difficulties, in late 2024 the Company promoted a restructuring plan under Part 26A of the Companies Act 2006 (the Part 26A plan). Although sanctioned at first instance, dissenting creditors appealed and the Court of Appeal set aside the sanction order. In the wake of that ruling, the Company assessed the feasibility of a business disposal or raising further capital, which evolved into a proposal for senior creditors to acquire the business via a pre-pack administration. Those workstreams progressed in tandem with an application for permission to appeal to the Supreme Court; permission was ultimately refused on the basis that the Company had reached an agreement in principle on an alternative restructuring proposal. The landscape then changed...

What is a CVA? A company voluntary arrangement (CVA) is a form of insolvency that permits a company to enter a binding agreement with its creditors to compromise unsecured debts or otherwise agree how its affairs are handled. The directors continue to run the business, under the oversight of an insolvency practitioner. Retailers, particularly those with extensive property portfolios, frequently adopt so‑called ‘landlord CVAs’ to reset rental commitments and shut loss‑making stores. This note outlines how property law and landlord and tenant considerations may emerge under such a CVA. It highlights provisions commonly included in CVAs and explains how they tend to work in practice. Nevertheless, each CVA will vary according to the precise terms proposed. It is therefore vital to examine the CVA proposal carefully to assess its effect on creditors. This note does not provide detailed guidance on the mechanics of approving and implementing a CVA. For Practice Notes addressing the CVA procedure, see: Company voluntary arrangements—an introductory guide The CVA proposal and...

Premier Oil is among a number of oil and gas companies that have reassessed their funding options to cope with the effects of an extended period of low crude prices. Brexit impact From exit day (31 January 2020), the UK ceased to be an EU Member State. Nevertheless, under the Withdrawal Agreement, the UK entered an implementation period, during which EU law continued to apply. In many Brexit SIs, references to exit day should be construed as referring to IP completion day (the end of the implementation period, defined in clause 39 as 31 December 2020 at 11.00 pm), unless that wording is expressly disapplied by the relevant SI. For more detail, see News Analysis: Brexit—impact of the Withdrawal Agreement and European Union (Withdrawal Agreement) Act 2020 for R&I lawyers, and Brexit Bulletin—key updates, research tips and resources. While schemes do not fall within the scope of the Recast Regulation on Insolvency, their later recognition frequently depends on Brussels I (recast) (see below and Practice Note: Brexit—impact on...

Atento UK Limited and Atento Luxco 1 sought approval for two Part 26A restructuring plans (RPs), with a convening hearing in October 2023 and a sanction hearing in November 2023. The principal takeaways are set out below (capitalised terms not defined here have the meanings given in the convening and sanction judgments). This deal debrief sits within our Restructuring plans collection. For a list of deal debriefs from 2020 to the present, see Practice Note: Part 26A restructuring plan deal debriefs. For a detailed review of key metrics from the RPs submitted in 2023, together with commentary from leading figures in the restructuring community, see Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [Archived]. Name of plan company Atento UK Limited (Atento UK) and Atento Luxco 1 (the Issuer) (together, the Plan Companies) Industry sector Customer relationship management and business process outsourcing service Place of debtor’s incorporation and jurisdictional factors Atento UK — England Atento Luxco...

This Agreement is dated [ insert day and month ] 20[ insert year ] Parties The Consenting Lenders (as set out in Schedule 1); [ The Consenting Bondholders (as set out in Schedule 2); ] [ insert name of debtor company ], a company registered in [ insert country eg England and Wales ] with company number [ insert registered number ], whose registered office is at [ insert address ]; [ The Material Companies (as set out in Schedule 3); ] Recitals On [ insert date ], the directors of the Company announced a proposal to restructure the claims of certain creditors of the [ Company OR Group ] following a period of financial distress. On [ insert date ], the Company and certain creditors entered into a Standstill Agreement in connection with the proposed restructuring. [ On [ insert date ], the Company and certain creditors agreed non-binding heads of terms for the...

To: The individuals named in Schedule 1 to this letter [ insert names of Lenders ] From: [ insert name of solicitors for the Creditors' Committee or the name of the Chair ] Date: [ insert date ] Appointment of Creditors' Committee We refer to the conversations at the meeting of creditors convened by [ insert name of debtor company ] (the Company) concerning the proposed restructuring...

This Agreement is made on [ insert day and month ] 20[ insert year ] Parties [ Insert name of company in administration ] (in administration), being a company incorporated in [ England and Wales OR [ insert country of incorporation ] ], with registered number [ insert company number ], and having its registered office at [ insert address ] (the Seller), acting through its [ joint ] Administrator(s) [ Insert name of administrator(s) ] of [ insert name of firm ], whose registered office is at [ insert address of firm ] (the Administrator(s)) [ insert name of purchasing corporate entity ], a company duly incorporated in [ England and Wales OR [ insert country of incorporation ] ], with registered number [ insert company number ], and with its registered office address at [ insert address ] (the Buyer); and each of the Seller Administrator(s) and the Buyer being a Party, and together the Seller Administrator(s) and the Buyer being the...

In partnership with Alexander Stewart of Hogarth Chambers If a limited liability partnership (LLP) becomes insolvent, the preferred view is that members’ entitlements to amounts due under their capital and current accounts are subordinated to the claims of external unsecured creditors. That said, it can be contended that members’ claims for advances or loans made to the LLP—despite being entered in their current accounts—stand on the same footing as those of external unsecured creditors. LLPs are established by the Limited Liability Partnerships Act 2000 (LLPA 2000). In several respects, including insolvency, LLPs are akin to limited companies rather than partnerships; see: Limited liability partnerships (LLPs) and insolvency—overview. Where an LLP is insolvent, it is terminated by voluntary or compulsory winding-up. The winding-up regime under the Insolvency Act 1986 (IA 1986) operates alongside LLPA 2000, s 14 and the Limited Liability Partnerships Regulations 2001 (LLPR 2001), SI 2001/1090, reg 5 and LLPR 2001, SI 2001/1090, Sch 3 (as amended)...

Section 283 of the Insolvency Act 1986 (IA 1986) In general terms, section 283 states that every asset belonging to the bankrupt, or in which the bankrupt held an interest on the date the bankruptcy order was made, forms the bankruptcy estate. Under IA 1986, s 306, that estate vests in the trustee in bankruptcy (trustee) immediately and automatically on appointment, and stays vested until the trustee deals with it, typically by sale—see Practice Note: What assets vest in the trustee in bankruptcy and what steps does the official receiver or trustee in bankruptcy need to take? Where the estate includes land or a beneficial interest in land, the trustee should ensure that the correct entries are or become noted against the title, whether the title is registered or unregistered. Depending on whether the property is owned solely or jointly, certain entries may (or should) be made automatically; if they are not, the trustee can apply to the Land Registry. For more detail, see Practice Note: Protecting a...

When one company advances funds to another, the contractual provisions govern any restriction on repaying the loan before the ten-year period first contemplated. Should the lending company enter liquidation or administration, that circumstance, by itself, does not alter the contract’s terms. The office-holding insolvency practitioner should nevertheless review the agreement to determine whether it permits earlier repayment, or repayment on alternative terms, if the lending company goes into liquidation or administration. Although that may appear improbable, it remains possible, and the officeholder ought to explore every avenue to secure accelerated repayment of the borrowing. Absent an express clause to the contrary, the insolvency of the lender does not, of itself, accelerate the debt, and timing remains governed by the bargain. It would seem that the office-holding insolvency practitioner holds an appointment that must remain open for at least ten years before the loan can be discharged and a dividend distributed to creditors...