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PRACTICE NOTES
Virgin Atlantic Airways Limited applied for a Part 26A restructuring plan (RP) at a convening hearing in August 2020 and sanction hearing in September 2020. The key points appear below (capitalised terms not defined herein are as defined in the convening and sanction judgments). This Deal Debrief forms part of our Restructuring plans collection. For a detailed analysis of key metrics from the RPs filed in 2023 and commentary from leading lights in the restructuring world, see Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [Archived]. Name of plan company Virgin Atlantic Airways Limited (the Company) Industry sector Airlines Place of debtor’s incorporation and jurisdictional factors England & Wales Legal counsel involved The Company: David Allison QC, Ryan Perkins and Lottie Pyper (instructed by Allen & Overy LLP) Timeline 13 July 2020: the Company entered into support agreements with a large number of Plan Creditors and other key stakeholders14 July 2020: Practice Statement Letter (PSL) circulated21 July 2020:
PRACTICE NOTES
Waldorf Production UK Plc first applied for a Part 26A restructuring plan (RP) at a convening hearing in March 2025 and sanction hearing in June 2025. The key points appear below (capitalised terms not defined herein are as defined in the convening and sanction judgments). Mr Justice Hildyard refused to sanction the plan on fairness grounds (see Waldorf Production UK Plc [2025] EWHC 2181 (Ch)(sanction)), but later agreed to issue a leapfrog certificate allowing the Plan Company to appeal directly from the High Court to the Supreme Court (see News Analysis: Leapfrog to Supreme Court approved (Re Waldorf Production UK Plc)). However, following an agreed sale of the Group to a subsidiary of Harbour Energy plc, the appeal was withdrawn and new RPs were filed in England and Scotland (see Practice Note: Part 26A restructuring plan deal debrief—Waldorf Production UK Plc (second plan)). This Deal Debrief forms part of our Restructuring plans collection. For a detailed analysis of key metrics from the RPs filed in 2024 and commentary
PRACTICE NOTES
Waldorf Production UK Plc (the Company) applied for a second Part 26A restructuring plan (RP) at a sanction hearing in April 2026. The key points appear below (capitalised terms not defined herein are as defined in the convening and sanction judgments). This second plan follows the earlier refusal by the court to sanction the first plan on fairness grounds and its potential leapfrog appeal to the Supreme Court (which the Company decided not to pursue in light of this second plan) (see Waldorf Production UK Plc (sanction) and Practice Note: Part 26A restructuring plan deal debrief—Waldorf Production UK Plc). The second plan facilitates the sale to Harbour Energy PLC (Harbour) and was sanctioned in May 2026. Both the Court of Appeal and High Court have refused HMRC’s application for permission to appeal. This Deal Debrief forms part of our Restructuring plans collection. For a detailed analysis of key metrics from the RPs filed in 2024 and commentary from leading lights in the restructuring world, see News Analysis:
PRACTICE NOTES
Yunneng Wind Power Co. Limited successfully applied for a Part 26A restructuring plan (RP) at a convening in July 2023 and sanction hearing in August 2023. The key points appear below. Capitalised terms not defined herein are as defined in the convening and sanction judgments. This Deal Debrief forms part of the Restructuring plans collection. For a detailed analysis of key metrics from the RPs filed in 2023 and commentary from leading lights in the restructuring world, see Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [Archived]. Name of plan company Yunneng Wind Power Co. Limited (the Company) Industry sector Energy Place of debtor’s incorporation and jurisdictional factors Taiwan Timeline 29 June 2023: advance notice of the convening hearing circulated to plan creditors11 July 2023: Practice Statement Letter (PSL) circulated26 July 2023: convening hearing before Mr Justice Michael Green15 August 2023: creditors’ meetings took place remotely by video conference22 August 2023: sanction hearing before Mr Justice Michael Green 28 August
PRACTICE NOTES
gategroup Guarantee Limited applied for a Part 26A restructuring plan (RP) at a convening hearing in February 2021 and sanction hearing in March 2021. The key points appear below (capitalised terms not defined herein are as defined in the convening and sanction judgments). This Deal Debrief forms part of our Restructuring plans collection. For a detailed analysis of key metrics from the RPs filed in 2023 and commentary from leading lights in the restructuring world, see Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [Archived]. Name of plan company gategroup Guarantee Limited (the Company) Industry sector Food catering Place of debtor’s incorporation and jurisdictional factors Company incorporated in England and Wales. Although the Issuer was incorporated in Luxembourg, its centre of main interests (COMI) had been relocated to England.The Company voluntarily assumed liabilities under a deed poll one month earlier, however, Zacaroli J noted that to the extent that this may be seen as forum shopping, its COMI has in fact been relocated to
PRACTICE NOTES
The Great Annual Savings Company Ltd applied for a Part 26A restructuring plan (RP) at a convening hearing in February 2023 and at a sanction hearing in April 2023. Sanction was refused following strong opposition from HMRC and other creditors. The key terms appear below for this SME RP (capitalised terms not defined herein are as defined in the convening and sanction judgments). This Deal Debrief forms part of our Restructuring plans collection. For a detailed analysis of key metrics from the RPs filed in 2023 and commentary from leading lights in the restructuring world, see Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [Archived]. Name of plan company The Great Annual Savings Company Ltd (the Company) Industry sector Energy Place of debtor’s incorporation and jurisdictional factors England & Wales Timeline 21 October 2022: HMRC issued a winding up petition against the Company18 November 2022: HMRC advertised the winding up petition 30 November 2022: Practice statement letter (PSL) issued by the Company7
PRACTICE NOTES
The Lifeways Group obtained court sanction for seven Part 26A restructuring plans (RPs) at a sanction hearing on 22 February 2023. The key points appear below (capitalised terms not defined herein are as defined in the convening and sanction judgments). This Deal Debrief forms part of our Restructuring plans collection. For a detailed analysis of key metrics from the RPs filed in 2023 and commentary from leading lights in the restructuring world, see Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [Archived]. Name of Plan Companies Listrac Midco Limited (Midco), Listrac Bidco Limited (Bidco), Lifeways Finance Limited (LFL), Lifeways Community Care Limited (LCC), Living Ambitions Limited (LAL), Autism Care (UK) Limited (ACUKL) and Vitavia Property Management Limited (VML) Industry sector Care homes Place of debtor’s incorporation and jurisdictional factors England and Wales Timeline 9 December 2022: Practice Statement Letter (PSL) circulated to creditors30 December 2022: PSL circulated to Midco’s B shareholders who had certain rights under the management incentive plan (note Trower J found
PRECEDENTS
IN THE HIGH COURT OF JUSTICE BUSINESS AND PROPERTY DIVISION INSOLVENCY AND COMPANIES LIST IN [INSERT LOCATION] IN THE MATTER OF [insert name of the Company] AND IN THE MATTER OF THE COMPANIES ACT 2006 BETWEEN [insert name of the Company] and THE PLAN CREDITORS[ AND MEMBERS] (as defined herein) RESTRUCTURING PLAN (under Part 26A of the Companies Act 2006) DATED [insert date] RECITALS The Company (A) [Insert name of the Company] is a[ private] limited company, incorporated in[ England and Wales] with company number [insert company number] and office at [insert address] (the Company). Purpose of the Restructuring Plan (B) The purpose of this Restructuring Plan is to affect a compromise and arrangement between:[ (i)] the Company and the Plan Creditors;[ and (ii) the Company and the Members], in order to eliminate, reduce or prevent, or mitigate the effect of financial difficulties encountered[ or likely to be encountered] by the Company that are affecting, or will or may affect, its ability to carry on business as a going concern. (C) The Plan Creditors consist of [list plan creditors]. 1 Definitions and interpretation In the Restructuring Plan, unless the context otherwise requires or otherwise expressly
PRECEDENTS
(pursuant to part 26A of the companies act 2006) between [insert name of Plan Companies] and their Creditors/Members (as defined in the Restructuring Plan) Dated [insert date] 1 Definitions and Interpretation In the Restructuring Plan, unless the context otherwise requires or otherwise expressly provides, the following definitions apply: Act • means the Companies Act 2006 of Great Britain; Admissible Interest • means any interest provided for in a contract or any relevant statute or any other relevant law or judgment; Admitted Claim • means the balance, if any, calculated as remaining due from the Plan Companies to a Creditor/Member pursuant to clause 12.1 following the application of set-off pursuant to clause 13.1; Agreed Claim • means the amount determined as being due from the Plan Companies in respect of a Creditor’s/Member’s Claim pursuant to clause 10; Allowed Proceeding • means any Proceeding brought by a Creditor/Member relating to an Excluded Claim; Available Distributable Amount • means the amount available for payment by the Plan Companies to their Creditors/Members pursuant to clause 15; Board • means the board of directors of the Plan Companies from time to time; Business Day • means any day other than Saturday, Sunday or any other day on which banks in the City
GLOSSARY
A restructuring plan proposed under Part 26A of the Companies Act 2006, created by CIGA 2000 similar in many ways to schemes but subject to CCCD and having no numerosity requirement. For a class to vote in favour, 75% of a class by value must agree to the plan.
PRACTICE NOTES
This Practice Note explains how Part 26A restructuring plans may affect leasehold liabilities and landlord creditors. It outlines the restructuring plan process, cross-class cram down, lease class composition, treatment of rent, arrears, dilapidations, guarantees and rent concession agreements, and landlord termination rights. It also considers fairness, valuation evidence, information provision, negotiation strategy and potential challenges for landlords and plan companies. Restructuring plans, introduced under the Corporate Insolvency and Governance Act 2020 as a new Part 26A to the Companies Act 2006 (CA 2006), allow companies which are struggling financially to implement a compromise or arrangement with their creditors, their members or both which will ‘eliminate, reduce, prevent or mitigate the adverse effect [of the financial difficulties] on a company’s ability to carry on business as a going concern’. Restructuring plans have been used by debtors to restructure lease liabilities. This legislation is also supported by the Practice Statement for schemes and RPs 2025 (see Practice Note: The Practice Statement
PRACTICE NOTES
Part 26A restructuring plans (RPs) have been available from 26 June 2020 under the Corporate Insolvency and Governance Act 2020 (CIGA 2020). CIGA 2020, s 7 and Sch 9 introduced a new Part 26A into the Companies Act 2006 (CA 2006), called ‘Arrangements and Reconstructions for Companies in Financial Difficulty’. Their operation is governed by: (i) the relevant Practice Statement (see Practice Note: The Practice Statement for Part 26 schemes and Part 26A restructuring plans (2025)), and (ii) the Explanatory Notes (which are admissible as an aid to the interpretation without needing to show that the legislation is ambiguous or unclear; per Snowden J, as he then was, in Re Virgin Atlantic Airways applying Re Flora v Wakom (Heathrow) Ltd). The RP provisions are a permanent change to the UK’s restructuring provisions and a welcome addition to its toolkit. In January 2024, the Court of Appeal gave guidance on many aspects of RPs in Re AGPS BondCo plc; sub nom Strategic Value Capital Solutions Master Fund LP v AGPS BondCo plc