NFE Global Holdings Limited & Anor, Re

Where every creditor class approves a restructuring plan under Part 26A of the Companies Act 2006, the court applies the sanction principles applicable to schemes of arrangement under Part 26. It must consider statutory compliance, fair representation, whether the plan is one an intelligent and honest creditor could reasonably approve, and whether any blot makes the plan unlawful or inoperable. In an international case, the court must also be satisfied that there is sufficient connection with England and a reasonable prospect of effectiveness abroad. The absence of a dissenting class means that the cross-class cram-down safeguards in section 901G do not arise. Artificiality in establishing English jurisdiction is not necessarily abusive where the restructuring produces a materially better outcome for creditors and avoids value-destructive alternatives.

NFE Global Holdings Limited and NFE Brazil NewCo Limited sought sanction of two restructuring plans under Part 26A of the Companies Act 2006. The plans reorganised the group’s CoreCo and BrazilCo businesses, extinguished substantial debt and provided creditors with new equity and debt instruments.

The plans had been negotiated extensively and were approved by all seven creditor classes, with overwhelming majorities and no opposition at the sanction hearing. Hildyard J had previously convened the creditor meetings under [2026] EWHC 1223 (Ch). The issues were whether the statutory and jurisdictional requirements were met, whether the classes were fairly represented, whether the plans were fair, whether they contained any blot, and whether they had sufficient international connection and prospect of effectiveness.

1. The plans were sanctioned. All seven creditor classes approved them. There was no dissenting class, so the court applied the scheme-sanction principles rather than the additional considerations applicable to cross-class cram-down under section 901G.
2. The five-stage approach required consideration of: statutory compliance; fair representation and absence of coercion; whether an intelligent and honest creditor could reasonably approve the plans; absence of a legal or technical blot; and, given the international elements, sufficient connection with England and a reasonable prospect of effectiveness abroad.
3. The jurisdictional conditions under Part 26A were satisfied. The companies were liable to be wound up, had encountered financial difficulties, the proposals involved sufficient give and take to constitute a compromise or arrangement, and their purpose was to mitigate those difficulties.
4. The class composition determined at the convening hearing was not revisited. The fact that some BrazilCo noteholders had not taken up or paid for offered notes did not fracture the class, since the offer had been made to the whole class and the arrangements fell outside the plans.
5. The plans were fair. The overwhelming votes, extensive creditor negotiations, materially better projected returns than the relevant alternatives, logical allocation of restructuring value and absence of opposition supported the conclusion that each plan was one an intelligent and honest creditor could reasonably approve. The court was not required to decide that the plans were the only or best possible arrangements.
6. No blot was established. Third-party releases were within the jurisdiction where necessary to implement the restructuring, and potential ricochet claims provided a sufficient connection. The conditions precedent were sufficiently clear and did not depend on an uncontrolled third-party discretion. The technical modification clauses were limited and protected creditors against material adverse changes.
7. English incorporation supplied sufficient connection. The use of English companies to establish jurisdiction could amount to “good forum shopping” where it enabled a restructuring unavailable elsewhere, improved creditors’ position and avoided a value-destructive alternative. The court followed the earlier High Court authorities despite Snowden LJ’s obiter caution in AGPS Bondco.
8. The unchallenged US and Mexican expert evidence established a reasonable prospect that the plans would be recognised and given effect in those jurisdictions. The plans were therefore sanctioned in the terms of the draft order.