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Apcoa Parking: Availability of UK Scheme of Arrangement to foreign corporates extended

One of the recent hot topics in the European restructuring market has been whether the UK Courts would sanction a scheme of arrangement in relation to a foreign company, with no previous connection to the UK whatsoever, where the sole basis for establishing jurisdiction to undertake the scheme would be amending the governing law and jurisdiction clauses of the company's principal finance documents to English law. This question was answered on 14 April 2014 when the High Court of Justice (the "Court") approved a scheme of arrangement (the "Scheme") in relation to nine companies of the German based Apcoa Parking group ("Apcoa"). Apcoa has no connection to, or assets in, the UK at all and its indebtedness was governed by a facilities agreement (the "Facilities Agreement") which was subject to German law and the exclusive jurisdiction of the courts of Frankfurt/Main. However, by majority lender vote in accordance with the terms of the Facilities Agreement, the governing law and jurisdiction clauses were amended to English law for the sole purpose of establishing jurisdiction of the Court to proceed with a UK scheme.

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