Judgment Hand Down: Re Waldorf Production UK Plc [2026] EWHC 1014 (Ch)

On 5 May 2026, Michael Green J handed down judgment exercising the court’s power of cross-class cramdown against HMRC and sanctioning the restructuring plan of Waldorf Production UK Plc.

The Plan will facilitate the sale of the Waldorf group to a wholly-owned subsidiary of Harbour Energy plc.  It is a condition of that sale that certain liabilities, including the Plan Company’s liabilities to HMRC arising from the Energy Profits Levy, be extinguished.

At the heart of HMRC’s opposition to the Plan was an allegation that the Exchequer would be worse off if the Plan and the sale were to proceed on the basis that Harbour would make use of tax losses within the Waldorf group thereby avoiding paying tax on substantial profits.

Applying the Court of Appeal’s decision in Re Petrofac, Michael Green J held that the tax losses, not being part of the rights being compromised by the Plan, were not relevant to the jurisdictional “no worse off test”.  He also concluded, based on the factual and expert evidence, that the Exchequer would not, as a matter of fact, be worse off under the Plan, even taking into account the use of the tax losses.  That was relevant to the exercise of the Court’s discretion.

It was held that the Plan, coupled with the sale to Harbour, which represents the best and only deal available and provides for the distribution of the proceeds of sale pursuant to a heavily-negotiated compromise between the Plan Company and its commercial creditors, was fair.

Daniel Bayfield KC and Charlotte Cooke acted for the Plan Company, instructed by White & Case LLP.

Matthew Abraham acted for the Bond Trustee and SteerCo instructed by Milbank LLP.

Mark Phillips KC acted for HMRC.

Read the full judgment here.