CR-2025-004514 - [2025] EWHC 2755 (Ch)

That Peach, Pepco and Poundland would enter into restructuring support arrangement.

A sale on these terms was agreed on 12 June 2025. Counsel submitted that it was the outcome of a robust and carefully managed competitive sale process. I agree with that characterisation. On the evidence it was a thorough probing of the open market. The terms of the sale were heavily dependent upon Pepco subordinating its own interests and continuing its exposure to Poundland (although it could probably have recovered the Secured Loan in full at the time when the sale process started if it had then placed Poundland into liquidation). Poundland’s evidence says that Pepco was committed as a responsible owner and seller to supporting the business in transitioning it to new ownership and in seeking to implement the turnaround plan. I also agree with that characterisation. A Practice Statement Letter was circulated immediately upon completion of the sale setting out the proposed financial and leasehold restructuring.

A brief summary of the funding position as at the date of the hearing is as follows:

the Secured Loan and the WCF were due for repayment on 1 September 2025, as also were two tranches of the Unsecured Loan (a total of £276.5 million);

a short-term cash flow forecast prepared by FTI Consulting showed that Poundland would have an immediate funding requirement of £27.9 million in the week ending 7 September 2025 and a peak funding requirement of £58.6 million in the week ending 5 October 2025, requirements in excess of the sums available under the WCF (absent an approved restructuring plan).

The WCF provided by Peach will be increased to £95 million, its term extended to 1 September 2028, and it will have first-ranking priority;

Pepco will consent to the present limit on utilisation of £60 million being lifted (thereby increasing the amount of senior debt);

The £40 million Secured Loan provided by Pepco will have its maturity date extended to 1 September 2030 and it will have second-ranking priority;