Jurisdiction(s):
United Kingdom

EWCA sets aside Petrofac Restructuring Plans; clarifies Part 26A ‘no worse off’ focuses on rights not interests; fairness governs restructuring surplus and new money (Saipem v Petrofac)

Published on: 29 July 2025

Published by a LexisNexis Restructuring & Insolvency expert

Legal News

Article summary

Saipem S.P.A. and other companies v Petrofac Ltd and another company [2025] EWCA Civ 821 What are the practical implications of this case?

On the ‘no worse off’ test, the judgment firmly confirms that, when deciding if Condition A is met, the court must juxtapose the monetary value of a plan creditor’s pre-existing rights in the relevant alternative with the value of the new or altered rights offered by the plan. For jurisdiction under Part 26A, the primacy of rights over interests is fundamental (para [90]). Accordingly, Condition A obliges the court to ascertain the financial worth that a creditor’s existing rights would probably realise in the relevant alternative, and to set this against the financial value of the replacement or varied rights the plan provides in exchange for compromising those rights (para [79]). Collateral advantages or interests—for example, the loss of any competitive edge on sanction of the plans—plainly fall outside the scope of that test. As to fairness, the ruling applies, and develops, the Court of Appeal’s recent approach in Thames Water [2025]. The court’s comparison is therefore confined to quantifiable rights, not broader commercial interests or indirect outcomes. Consequently, non-financial considerations carry no weight under Condition A...

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

Popular documents

Using the Judicial College Guidelines to assess general damages in personal injury claims

When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...

Tomlin orders in England and Wales: CPR guidance on drafting, confidentiality, approval, variation, enforcement, limitation, CCA issues, court-specific requirements, sample wording and precedents

This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...

Precedent: Deed of Surrender of Lease with Optional Premium, Settlement and Release, Landlord, Mortgagee and Guarantor Consents, Reimbursement and HM Land Registry Provisions (England and Wales)

Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

Precedent Statutory Declaration: Standard Wording under the Statutory Declarations Act 1835

I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...