As the latest development in a trilogy of Court of Appeal rulings on restructuring plans under part 26A of the Companies Act 2006 – the first two being Strategic Value Capital Solutions Master Fund LP v AGPS Bondco plc (2024) and Kingston S.A.R.L. & Another v Thames Water Utilities Holdings & Ors (2025) – the Court of Appeal in Saipem S.P.A. and Ors v Petrofac Limited & Ors (2025) swings the pendulum of fairness in favour of out of the money creditors.
But in doing so the justices leave considerable ambiguity as to the practical impact on the conduct of restructurings of multi-tiered capital structures.
This article explores Petrofac’s impact: first, how it reinforces the importance of the horizontal fairness test, demanding…