Scheme of arrangement jurisdiction—providing for a sufficient connection (Re Codere Finance (UK) Ltd)

Scheme of arrangement jurisdiction—providing for a sufficient connection (Re Codere Finance (UK) Ltd)

A scheme binding creditors of Spanish finance group Codere, sanctioned in the High Court on 17 December 2015, was followed up by a Chapter 15 recognition order by the US courts. Martin Ouwehand, barrister at Radcliffe Chambers, explores the issues in Re Codere Finance (UK) Ltd.

Original news

Re Codere Finance (UK) Ltd [2015] EWHC 3778, [2016] All ER (D) 27 (Jan)

Codere Finance (UK) Ltd applied for an order sanctioning a scheme of arrangement, under Part 26 of the Companies Act 2006 (CA 2006). Codere Finance (UK) Ltd was an English incorporated subsidiary of Codere SA, a Spanish company. Codere SA was the ultimate parent of a group of companies. Negotiations with a view to achieving a restructuring had begun more than two years prior to the present proceedings. The view was taken that the best course was to seek to use the scheme jurisdiction that existed in England and Wales. Codere Finance (UK) Ltd was acquired to that end. It fell to bedetermined whether the scheme should besanctioned. Particular consideration was given to the fact that the group had acquired Codere Finance (UK) Ltd only quite recently and with a view to using the present court's scheme jurisdiction.

What jurisdictional issues were involved?

Codere SA, is a Spanish company which is the ultimate parent of a group which carries on business in Spain, Italy and Latin America. The group had been financed to a substantial extent by the issue of notes by a Luxembourg subsidiary, Codere Finance (Luxembourg) SA, which were guaranteed by Codere SA and other companies in the group. The notes were governed by New York law and subject to an intercreditor agreement governed by English law.

The jurisdictional issues arose out of the fact that Codere Finance (UK) Ltd, the English subsidiary seeking the sanction of a scheme of arrangement (the scheme) under CA 2006, had

Subscription Form

Already a subscriber? Login
RELX (UK) Limited, trading as LexisNexis, and our LexisNexis Legal & Professional group companies will contact you to confirm your email address. You can manage your communication preferences via our Preference Centre. You can learn more about how we handle your personal data and your rights by reviewing our  Privacy Policy.

Related Articles:
Latest Articles:

Access this article and thousands of others like it free by subscribing to our blog.

Read full article

Already a subscriber? Login

About the author:

Stephen qualified as a solicitor in 2005 and joined the Restructuring and Insolvency team at Lexis®PSL in September 2014 from Shoosmiths LLP, where he was a senior associate in the restructuring and insolvency team.

Primarily focused on contentious and advisory corporate and personal insolvency work, Stephen’s experience includes acting for office-holders on a wide range of issues, including appointments, investigations and the recovery and realisation of assets (including antecedent transaction claims), and for creditors in respect of the impact on them of the insolvency of debtors and counterparties.