Court approves modified restructuring plan

The court sanctioned a scheme of arrangement involving the restructuring of a German holding company's debts, totalling €264 million, which matured in August 2024.

The creditors approved the scheme following the first court hearing, but the company then failed to obtain clearance from the German tax authorities, which was a condition precedent to the scheme.

The company proposed a modified scheme, which was different to the scheme presented to the court at the first hearing.

The company therefore asked the court to sanction the modified scheme as the creditors had approved the scheme "subject to any modification, addition or condition approved or imposed by the court".

The court was satisfied that the modified scheme achieved effectively the same economic outcome for scheme creditors, their interests were not adversely affected, and they would have approved the modified scheme if it had been before them at the creditors' meeting.

The test for the sanction of a scheme in a modified form was whether the modification made the scheme "substantially different to what had been approved at the relevant meetings" or whether the modifications would "have caused any reasonable creditor to take a different view in relation to the scheme".

The court accepted that the modifications achieved the same outcome for scheme creditors, so that there was no material adverse impact. The court was also satisfied that other requirements for sanctioning the scheme had been met, the conditions precedent would be satisfied and that the scheme would be recognised by Germany.

In regards to Plus Holding GmbH [2024] 2 WLUK 383.

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