External Review Panel Confirms Restructuring Credit Event for Ardagh Packaging Finance Plc

The Determinations Committee had been split as to whether or not a Restructuring Credit Event with respect to the Reference Entity had occurred by reference to the factual position on a series of dates preceding the actual implementation of the restructuring on 12 November 2025. The submission of questions for external review is a rare occurrence in this area, and highlights the significance of the ‘Restructuring Credit Event’ definition in the CDS market. The oral hearing before the External Review Panel took place on 9 December 2025.

The ‘Yes Camp’ argued that a Restructuring Credit Event occurred by no later than 29 September 2025, the date when the Consent Solicitations to amend the terms of the underlying indentures were launched, coupled with the locked-up support of over 90% of the holders of certain SSNs and SUNs issued by the Reference Entity, who had acceded to a Transaction Support Agreement (“TSA”, with 90% being the consent threshold to amendments in the relevant contracts), along with the consent of 82% of the holders of PIK Notes issued by another entity within the Group.

In unanimous agreement with the submissions of the Yes Camp, the External Review Panel determined that, as a matter of construction, the ‘Restructuring Credit Event’ definition encompassed an agreement with a sufficient number of holders that may nevertheless still bind all noteholders even if that agreement has not yet been implemented and even if it is subject to conditions to implementation (as distinct from conditions precedent to the existence of the agreement at all).

Applying that construction to the publicly available information, the External Review Panel agreed that there was a Restructuring Credit Event as of 29 September 2025 constituted by a combination of the TSA and the agreed Consent Solicitations. By that stage, there was agreement between the Reference Entity and the requisite number of SSN and SUN noteholders to pursue a consensual solution in respect of those notes by way of the Consent Solicitations and supplemental indentures. The agreement was capable of binding all holders of SSNs and SUNs because the necessary thresholds had been reached and indeed did bind all such noteholders, whether consenting or not.

The Yes Camp were represented by Adam Al-Attar KC and Edoardo Lupi of South Square, instructed by Chris Arnold and Adam Brown of Jones Day.

A link to the External Review Panel’s determination is available here.