Part 26A Restructuring Plans were introduced in 2020 in the UK as a powerful, court-approved mechanism for companies facing financial distress. Their defining feature is the cross-class cram down provision, which allows a company to impose a settlement on dissenting creditors even if the required majority of 75% in favour is not achieved in all creditor classes.
The complexity and cost of this procedure has meant only limited use so far and then almost only in major workouts involving significant business entities. A succession of evolutionary judgments further complicated matters until a Practice Statement from the Chancellor of the High Court was issued in September 2025, aiming to clarify the principles on which the Court will consider plans and thereby reduce costs and increase certainty.
The urgent need for this was illustrated by the worrying statistic that the use of Restructuring Plans had actually fallen in 2025. Nevertheless, hesitation among UK companies and their advisors is in sharp contrast to increased interest by overseas companies in going down this route, especially US corporates. Provided they can demonstrate to the Court’s satisfaction that they have a genuine connection to the UK, a foreign entity can use the Restructuring Plan process.
Liability management exercises (LMEs)
There has been a rise in recent years in borrowers using LMEs to restructure or refinance their liabilities, often instead of more traditional court-led restructuring and insolvency processes. Investors and creditors are also increasingly being drawn into LMEs, either as a proactive player pursuing a potential investment opportunity or as a defensive participant looking to protect their priority in the borrower’s capital structure and, as a result, their investment in the borrower.
Initially a US phenomenon driven by bespoke, loose documentation, these tactics expanded into Europe and are now commonplace, challenging traditional creditor protections. LMEs are increasingly frequent in the UK. They originated in the 1980s and 1990s, evolving through the dot.com bubble burst and the global financial crisis until recently they have become more aggressive. Part of the evolution has been the use of UK Restructuring Plans for overseas LMEs.
Recent examples of cross-border Restructuring Plans
Fossil Group (2025/26)
A US-listed company used a Restructuring Plan to restructure $150 million of senior unsecured notes. This involved the creation of a UK special purpose vehicle (SPV) and changing the governing law of the notes from New York to England to facilitate the plan, which was a “backstop” to a 90% consent tender offer that fell short.
Project Lietzenburger Strasse HoldCo Sarl (2024)
A Luxembourg company holding German property deployed a Restructuring Plan to restructure debt governed by both German and Luxembourg law, having first moved its centre of main interests (COMI) to England.
Cimolai Group (2023)
This case involved using a Restructuring Plan in England to bind creditors into a parallel Italian-led restructuring (concordato preventivo) of debt governed by English law.
Adler Group SA (2023/24)
This was the attempted and ultimately failed implementation by a German property group of a Restructuring Plan involving a new SPV to provide €937.5m in super-senior secured funding to pay off maturing notes and extend the maturity of other notes to 2025. The initial sanction by the High Court in London in 2023 was overturned by the Court of Appeal early in 2024.
The future for cross-border Restructuring Plans
Until surprisingly recently, insolvency and restructuring regimes around the world were essentially national in character, which sat uncomfortably in a globalised trade environment. The UNCITRAL Model Law on Cross-Border Insolvency had been enacted in 1997 and had started the trend towards effective global solutions to corporate financial challenges. It then took major multinational collapses such as Lehman Brothers and Nortel in the early 21st century to turbo charge the modernisation of legal frameworks around the world.
Unfortunately, legislation is often overtaken by events, requiring nimble-footed judiciaries to interpret laws in circumstances for which they were not designed. At the same time, professional advisers will always look for the best way to deal with the issues with which they are faced, which may involve finding more accommodating solutions in foreign jurisdictions.
The lure of the UK Restructuring Plan procedure with its ability to impose financial settlements on dissenting creditors through its cross-class cram down facility is obvious. It is likely to be used still more often in future as part of creative approaches to managing distressed debt both in the UK and abroad – at least until an even more attractive option is identified, as inevitably it eventually will be.
If you are seeking professional advice for your business, Opus is here to help. We can arrange for you to speak to one of our Partners, who can discuss options with you. We have offices nationwide and by contacting us on 0203 995 6380, you will be able to get immediate assistance from our Partner-led team.