Re Apcoa Parking Holdings GmbH
2014
CHANCERY DIVISION
United Kingdom
CORAM
- THE HONOURABLE MR JUSTICE HILDYARD
Areas of Law
- Corporate Law
- Civil Procedure
2014
CHANCERY DIVISION
United Kingdom
CORAM
AI Generated Summary
The case involves the Apcoa Group seeking court approval for schemes of arrangement to avert insolvency and restructure their debt. The court heard various objections, particularly from FMS, regarding the validity of changing the governing law, the imposition of new obligations, class composition of creditors, and potential breaches of German law. After considering the urgent need for restructuring and the substantial creditor support, the court sanctioned the schemes, affirming the change in governing law and ensuring fairness and proper jurisdiction throughout the process.
Mr Justice Hildyard :
Introduction
Nine bodies corporate (each a “Scheme Company” and together “the Scheme Companies”) in a group called the Apcoa Group, a leading pan European car park operator with (as at the end of July 2014) some 5,000 employees, have applied to this court for the purposes of obtaining its sanction to schemes of arrangement to effect a restructuring which is considered essential to enable the Apcoa Group to avoid formal insolvencies and their associated value destruction for all creditors.
The applications are in the case of each Scheme Company made by a Claim Form issued on 18 September 2014 pursuant to CPR Part 49 and seeking (1) orders convening meetings of certain of its creditors for the purpose of considering and, if thought fit, approving a scheme of arrangement under Part 26 of the Companies Act 2006 (“Part 26”) and, if so approved, (2) the Court’s sanction of such scheme (together “the Schemes”) and further requisite directions.
The Schemes are inter-conditional: if one fails they all fail. Their sanction has throughout been presented as a matter of great urgency. The repayment date of the facilities sought to be reconstructed was 25 October 2014, and although a short extension was agreed when it became clear that the matter could not be concluded, it cannot be extended for long. Further, on 25 November 2014, the offer of new facilities on which the Apcoa Group reconstruction depends expires.
At each stage of the court process the Schemes have been opposed by an assignee of a creditor of the Scheme Companies under a facilities agreement originally dated 23 April 2007 and entered into by the Apcoa Group’s holding company, Apcoa Parking Holdings GmbH (“APHG”), Mizuho Bank, Ltd and Royal Bank of Canada as mandated lead arrangers, Mizuho Bank, Ltd as agent (“the Existing SFA Agent”) issuing bank and security trustee (“the Security Trustee”) and the lenders named therein (“the Existing SFA Lenders” as amended and/or restated from time to time (“the Existing SFA”)). The opposing creditor by assignment is FMS Wertmanagement Anstalt öffentlichen Rechts (“FMS”).
On 29 September 2014, after a contested hearing in the long vacation which lasted nearly three days, I made orders convening meetings of creditors in each case as proposed by the relevant Scheme Company. I gave a short ex tempore ruling. I indicated that I would amplify my reasons in a reserved judgment.
The class meetings convened and held pursuant to my order duly took