Petition of Waldorf CNS (I) LTD for sanction of a compromise or arrangement under Part 26A of the Companies Act 2006 (Court of Session) [2026] CSOH 57 (05 May 2026)

Executive summary

The court considered Waldorf CNS (I) Limited’s petition for sanction of a restructuring plan under Part 26A of the Companies Act 2006. The opinion records that the petitioner sought to compromise debts owed to the WEF Bondholders, the Super Senior Bondholders, and HMRC, and that Lord Lake granted sanction after HMRC withdrew its opposition at the Scottish hearing.

Key points

• Petitioner: Waldorf CNS (I) Limited, part of a UK Continental Shelf oil and gas group.
• Holding: sanction granted for the Part 26A restructuring plan.
• Plan effect: releases certain securities, discharges WEF bond liabilities, and pays HMRC’s EPL claim in full from SPA consideration.
• Creditor voting: Super Senior Bondholders unanimously approved; WEF Bondholders approved by 98.3%; HMRC rejected the plan.
• Reasoning context: the Scottish hearing followed an English sanction decision on the wider group structure; HMRC withdrew opposition in Scotland after the English court’s detailed ruling.
• Sanctions/export-control angle: none is mentioned in the source text; the case is about restructuring, creditor compromise, and HMRC’s EPL claim.

Why it matters

This is relevant to sovereign-risk and fiscal-creditor exposure because HMRC is a central creditor and the plan reallocates sale proceeds among creditors in a distressed energy-sector restructuring. It also shows how a court-sanctioned restructuring can bind dissenting public-revenue claims even where a tax creditor initially objects.

Implications

For compliance and litigation strategy, the case shows that a Part 26A plan affecting public creditors can proceed in Scotland alongside parallel English proceedings, and that creditor support plus a court-approved allocation methodology can be enough to secure sanction. It also indicates that objections by HMRC may be narrowed or withdrawn where another court has already analyzed the same issues in detail.