South Square acts in first restructuring plan of Nasdaq-listed company and first crypto-related Plan

The Plan will be of significant interest to the market because:

• It is the first use of a Part 26A restructuring plan to directly restructure a Nasdaq-listed company without the loss of the Nasdaq listing (the recent Fossil plan involved the use of an English newco to avoid subjecting the listed entity to the plan). Indeed, there appears to have been no previous case where even a creditor scheme was used to restructure a Nasdaq-listed entity.

• It is thought that the Argo and Fossil plans may open up a path for Nasdaq-listed entities to restructure without the potential risk to listed status caused by alternative, US-centric bankruptcy processes.

• The Argo plan was also unique in being the first cryptocurrency-related plan to be sanctioned in the UK.

• The Plan was also a ‘retail’ plan involving numerous retail noteholders, LSE shareholders and Nasdaq ADR holders, and is the first Plan since Petrofac to have considered the allocation of the restructuring benefit amongst retail holders.

• The Plan is also the first successful Plan since Petrofac to consider the calculation of contributions to the restructuring benefit by bondholders who are being equitized.

Matthew Abraham and Rabin Kok acted for the Plan Company, instructed by Jeremy Whiteson, David Robinson, Judith Davidge, Georgia Leach, Matt Akers, Alice Morrissey, Maria Perez, Denis O’Sullivan and a wider team at Fladgate LLP.

Joseph Curl KC acted for Growler Mining Tuscaloosa, LLC, the key supporting and secured creditor, instructed by John Houghton, Rupert Cheetham, Aaron Harlow, Henrietta Walker, Adam Potter, Kevin Mulligan and Samuel Clein (London), David Eastlake (Houston) and Barbara A Jones and Kyle Jaep (Los Angeles) at Greenberg Traurig, LLP.

A full written judgment is expected in due course.