Milbank Advises Waldorf Group Bondholders on Financial Restructuring and Sale to Harbour Energy

Milbank LLP has advised the bondholders to Waldorf Production UK PLC (WPUK), Waldorf CNS (I) Limited (WCNS(I)), Waldorf Production Resources Limited (WPRL), Waldorf Energy Partners Limited (in administration) (WEPL), Waldorf Production Limited (in administration) (WPL) and their subsidiaries (the Waldorf Group), on the financial restructuring of the Waldorf Group to deliver a sale of the operating subsidiaries (the Target Group) to a wholly-owned subsidiary of Harbour Energy PLC (Harbour) , which was successfully completed on July 10, 2026 (the Restructuring). 

The Restructuring required the release of all material claims against the Target Group to facilitate the sale to Harbour, and was implemented through a variety of processes, including two contested Part 26A restructuring plans which were sanctioned by the High Court of England and Wales and the Court of Session in Scotland on  May 5, 2026 (the WPUK RP and WCNS(I) RP respectively), and parallel Norwegian Bond consent solicitations under the relevant Bond Terms. The terms of the Restructuring were agreed between multiple creditor groups following extensive negotiations led by Milbank on behalf of a steering committee of bondholders (SteerCo), including a pioneering two-day mediation process proposed by Milbank, which was the first instance of a mediation being used in a Part 26A restructuring plan. 

The WPUK RP faced concerted opposition from HMRC. In the High Court, Mr Justice Michael Green unequivocally rejected all of HMRC's objections to the sanction of the WPUK RP. The judgment offers several key takeaways for future restructuring plan, including: (1) the critical importance of genuine negotiation with all stakeholders (including the pioneering use of mediation, as proposed by Milbank) and the need for all creditors to engage meaningfully even where they intend to oppose the restructuring plan; (2) the need to demonstrate substantive fairness in the allocation of consideration (which is often a fact specific exercise); and (3) the Court's willingness to recognise commercial pragmatism in its exercise of discretion, particularly where a heavily negotiated transaction represents the best outcome reasonably obtainable in the circumstances. A Milbank client alert Insight detailing the judgment and the key takeaways can be found here. Milbank advised SteerCo in connection with the WPUK RP and the sanction hearing also included submissions and cross-examination by Matthew Abraham (who was instructed by Milbank on these proceedings) made on behalf of the SteerCo in support of the WPUK RP, which are cited with approval in the judgment. 

Following the High Court judgment, HMRC applied to appeal the decision to the Court of Appeal. This application was rejected by Mr Justice Michael Green, and by Lord Justice Zacaroli in the Court of Appeal, who made it clear that there was no real prospect of an appeal interfering with Mr Justice Michael Green’s exercise of discretion. 

Milbank has advised the bondholders since June 2024. The Restructuring followed extensive advice in relation to a number of transactions and attempted restructurings prior to completion of the Restructuring, including: 

1. A refinancing in July 2024, including amendments to two series of bonds and issuance of a new super senior tranche of bonds on a highly accelerated timeline (and a roll-up of existing bonds into this new super senior tranche), to stabilise the business and allow it to continue to trade as a going concern. A further intra-group financing was formulated by Milbank on behalf of the bondholders to enable funds to be loaned within the Waldorf Group to address intra-group liquidity shortfalls on a synthetic ‘super senior’ basis without any amendments required to the relevant intercreditor arrangements or the granting of new security.
2. Extensive contingency planning, including an initial sale process for the Waldorf Group as a whole, which failed to yield any implementable bids.
3. WPUK's application to the High Court for sanction of a restructuring plan in 2025 to implement an alternative restructuring, which was supported by the SteerCo. The restructuring plan was not sanctioned by the High Court following the following the Court of Appeal’s judgment in Petrofac in July 2025, but WPUK (with the support of the SteerCo) successfully obtained a leapfrog certificate to appeal the decision directly to the UK Supreme Court.
4. The negotiation of the terms of the sale to Harbour in parallel to negotiation of the terms of the Restructuring with multiple groups of creditors. In particular, Milbank and the other bondholder advisers formulated a complex restructuring methodology to allocate the consideration paid by Harbour. While not discussed at length in the judgment due to the nature of HMRC’s objections, the methodology represents one of the most sophisticated allocation structures put forward in a restructuring plan, and engage with every aspect of the transaction and capital structure to determine each creditor’s recoveries by reference to  their respective contributions to the benefits preserved or generated by the restructuring. The negotiations were led by the SteerCo as a fulcrum creditor of the Target Group and included a mediation and the preparation of multiple complex restructuring proposals. 

The Milbank team was led by Financial Restructuring partner Yushan Ng and associate Ollie Winters, and Litigation partner Mona Vaswani, and included partner Alan Rafferty and associates Conrad Marinkovic, George Widdicombe, Andreas Charidemou, Joseph Clarke and Diana Dai. The Milbank team worked closely with Daiwa Corporate Advisory as financial adviser, Advokatfirmaet BAHR AS as Norwegian counsel, Brodies LLP as Scottish counsel and barristers Tom Smith KC, Matthew Abraham and Annabelle Wang. Former partner Nick Dunstone was also central to the Milbank team during his time at the firm.