The Thames Water appeal represents only the second time the Court of Appeal has considered an English restructuring plan, following the overturn of the Adler sanction in January 2024. It creates an opportunity to review not just the key issues arising in the Thames Water case, but also some of the other important themes and trends which have arisen in respect of restructuring plans pursued in the wake of the Adler judgment.

In that period:

• The concept of “fairness”, the allocation of the restructuring surplus, and the rights (or otherwise) of out-of-the-money creditors have all come under additional scrutiny from the court.
• Restructuring plans have been deployed in innovative ways to achieve desired results (including the first time that a cramming class of creditors has been made up by lenders of foreign-law governed instruments only in the Sino-Ocean restructuring plan).
• The lines between in-court restructuring processes and commercial litigation have blurred to a degree, but important distinctions remain that continue to make restructuring plans an attractive choice for comprehensive financial restructurings.

A&O Shearman has advised clients in respect of several of the restructuring plans covered by this article, including the bank group of creditors on Thames Water, the coordination committee of bank lenders on Sino-Ocean, the plan company on Chaptre Finance, major stakeholders in relation to the Enzen and Petrofac restructurings, and a Greensill creditor on Speciality Steel.

Our comprehensive briefing on Thames and some of the key developments for restructuring plans since Alder can be downloaded below.