How to handle a convening hearing

The convening hearing in question was in fact the second of such hearings in this matter. 

A previous convening hearing had been held in 2025 in respect of a proposed restructuring plan under Part 26A of the Companies Act 2006, in relation to Waldorf Production Company UK plc (the company). At the subsequent sanction hearing, the first restructuring plan had been refused sanction by Hildyard J on the grounds that the company had not sufficiently demonstrated that the first restructuring plan treated the company’s unsecured creditors fairly. 

The first restructuring plan had been objected to by HMRC a significant unsecured creditor of the company.

A second restructuring plan was subsequently negotiated and presented and formed the subject matter of the second convening hearing. The second restructuring plan was designed to facilitate the sale of the company to a company known as Harbour Energy plc. 

The relevant alternative presented by the company was insolvency, not only of the company but also of a number of group entities. 

The company maintained significant liabilities which could be broken down broadly as follows:

1. Liabilities to secured bondholders of the company in the amount of $117.2 million
2. Liabilities to unsecured commercial creditors in the amount of $29.5 million
3. Liabilities to HMRC in the amount of $72.3 million arising from unsecured tax liabilities.

Under the second restructuring plan, the consideration provided by Harbour Energy plc for the purchase of the company would provide for the following payments to be made in order to extinguish the company’s liabilities:

1. A category of bondholders known as the “original bondholders” would receive payment in the amount of 63.1% of their original debt
2. A category of bondholders known as the “super senior bondholders” would receive payment in the amount of 41.5% of their original debt and would also recover $34.7 million from other group entities
3. HMRC and the commercial unsecured creditors would receive payment in the amount of 14.1% of the unsecured debts.

It was submitted by the company that upon the relevant alternative of insolvency, unsecured creditors would only receive the prescribed part of their claims (approximately 0.1% of the claim value).

HMRC has indicated its intention to once again object to the second restructuring plan at the sanction hearing stage, on the basis that the company’s tax losses, if permitted to be acquired by Harbour Energy plc, could be used to reduce Harbour Energy plc’s tax liabilities by as much as $929 million and that the interest of the exchequer should be considered when weighing the benefits of the second restructuring plan against the relevant alternative of insolvency.

It was however recognised by the parties and by the court that these matters fell outside of the scope of the matters at issue in a convening hearing. And in relation to the issues in question the parties had agreed amongst themselves ahead of the hearing arrangements as to the separation of classes of creditors, those being:

1. The Original Bondholders
2. The Super Senior Bondholders
3. The Commercial Unsecured Creditors 
4. HMRC.

The parties had similarly agreed amongst themselves appropriate directions and had liaised with the court ahead of the convening hearing to identify an appropriate timeslot for the listing of the sanction hearing.

Accordingly, a sanction hearing was listed for 14 April 2026, directions agreed and the court was adjourned.

The hearing acts as a fine example to all litigators and parties as to the benefits of proactive planning and engagement with the court process and a reasonable and collaborative approach between the parties even in circumstances where there are some elements of the dispute in which common ground is unlikely to be found.

Re Waldorf Production UK Plc (convening hearing) [2026] EWHC 280 (Ch) 

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