White & Case advises Waldorf Production on financial restructuring and sale

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

White & Case partner Christian Pilkington, who co-led the Firm's deal team, said: "This matter is widely regarded as one of the most high-profile and complex transactions in the European restructuring market, and we have guided our clients through every stage of it. The transaction is a testament to the depth of our transactional and contentious restructuring capabilities and our particular strengths in handling UK restructuring plans through today's legal landscape. It also highlights the Firm's ability to deliver seamless, integrated and market-leading advice across multiple practice areas and our long-standing expertise in the oil & gas and broader energy sectors."

The financial restructuring became effective today and released all material claims against the Target Group to satisfy the conditions under a share sale and purchase agreement providing for the sale of the Target Group to Harbour Energy. The terms of the restructuring were agreed between multiple creditor groups following extensive negotiations, including a pioneering two-day mediation process at the White & Case London office, and involved two parallel Part 26A restructuring plans proposed by WPUK and Scottish company, WCNS(I) (the Restructuring Plans), which were sanctioned by the High Court of England and Wales and the Court of Session in Scotland both on  May 5, 2026.

The WPUK Restructuring Plan overcame concerted opposition from His Majesty's Revenue and Customs (HMRC), the department of the UK government responsible for the collection of taxes. In the High Court, Mr Justice Michael Green unequivocally rejected all of HMRC's objections to the sanction of the restructuring plan and made clear that:

1. When imposing cross-class cram down on a dissenting creditor class within a restructuring plan, the Court is required to determine the financial value which the creditors' existing rights would have in the "relevant alternative" to the plan, and to compare it with the financial value of the new/modified rights which the plan offers in return for the compromise of the existing rights. That enquiry is primarily concerned with the financial value of the creditors' existing rights (in their capacity as such) that are being compromised, including any associated rights such as guarantees. Factors such as the loss of a competitive advantage, or in this case, the anticipated future use of tax losses, are beyond the scope of the "no worse off" test.
2. HMRC's constitutional mandate to collect taxes and its status as an involuntary creditor do not create a jurisdictional bar to cross-class cram down; its rational objections carry weight on discretion but do not bind the Court.
3. The use of mediation to find agreement amongst stakeholders prior to a restructuring plan is to be encouraged.
4. The restructuring was the result of "careful and detailed negotiations" and the Court would not rewrite a negotiated restructuring plan in these circumstances. 

A link to the WPUK judgment can be found here.

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.

White & Case has advised Waldorf Production since the first quarter of 2024. The Restructuring Plans followed extensive advice in relation to contingency planning, refinancing and financial restructuring initiatives and the ultimate sale process including:

1. The appointment of administrators from Interpath Ltd to WEPL and WPL in mid-2024 and the administrations of those companies thereafter.
2. A refinancing in July 2024, including amendments to two series of Norwegian law senior secured bonds, providing liquidity and a runway to a sale of the group for the benefit of its creditors.
3. WPUK's application to the High Court for sanction of an earlier restructuring plan in 2025. This application was not granted, and WPUK successfully applied for permission to appeal directly to the UK Supreme Court by way of a "leapfrog" appeal before the appeal was withdrawn in light of progress on the financial restructuring and sale transaction which has now been completed.
4. A sale process, managed by the administrators of WEPL and WPL, of the existing oil & gas operations of Waldorf Production in the UK North Sea, with the terms of the sale subject to the completion of the financial restructuring and other customary conditions (including the consent of the North Sea Transition Authority).

The White & Case team in London which advised on the transaction was led by partners Christian Pilkington, Will Stoner, John Rogerson and Allan Taylor, and included partners Ed Attenborough, Anna Soroka and Catherine Hill, and associates Bonita Morrissey Smith, Beth Hough, Ellen Campbell, Valerie Seah, Serene Reza, Tom Barker-Weinberger, Katie Morgan, Will McGarrigan, Jeffrey Shin, Gaia Pattyn, Kimeya Bowden-Baker, Pierre-Axel Aberg, Sofia Rautavuori and Jacob Bennett.

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