![FL-2022-000014 - [2025] EWHC 2631 (Ch)](https://backend.juristeca.com/files/emisores/logo_O3rEzCI.png){kind=logo}
The $440m CLN
The $440m CLN
The “BACKGROUND” section to the $440m CLN recorded that GCPL had “created US$440,000,000.00 of unsecured convertible Loan Notes”.
Paragraph 3(c) of the Conditions to the notes at Schedule 2 to the $440m CLN provided that “On the Conversion Date, the Loan Notes shall be converted into 86,713 new F shares in the capital of [GCPL]”. The conversion was subject to the “German Regulatory Condition” set out in paragraph 3(b).
- Heading
- INTRODUCTION
- The claimants
- The defendants
- The Greensill Group and supply chain funding
- The SCF Funds
- The securitised funding arrangements
- The SoftBank Defendants’ relationships with the Greensill Group
- The Credit Enhancement Programme
- The Katerra Group companies
- The SoftBank Defendants’ investments in the Katerra Group companies
- 2019 discussions about revisions to the Credit Enhancement Programme
- The Fairymead Note Programme
- December 2019: further discussions about the CEP
- The issue of notes under the Fairymead Note Programme
- 2020: Financial stress in the Katerra Group
- SVF1 invested further in Katerra
- Katerra identified improper revenue recognition
- Appointment of new management and restructuring advisors
- Developments concerning the Greensill Group in 2020
- CSAM reduced concentration limits on Greensill Group investments
- GCPL planned a capital raise and Initial Public Offering
- Drafts of the $440 million CLN and the Omnibus Deed
- The 10 November 2020 agreements
- The $440m CLN
- The Omnibus Deed
- The SBIA Undertaking
- Use of the $440 million proceeds of the CLN
- Further developments in November 2020 concerning the Katerra Group
- SVF1’s bridge loan to the Katerra Group
- SVF1’s, SVF2’s and the Greensill Group’s approvals following the withdrawal of the New Money Consortium
- Documenting the agreements
- Signing of the CEA and TA and placing them in escrow
- Further agreements executed in December 2020
- The CEA
- The TA
- Further investments in Katerra Cayman by SVF1
- The Preferred Share Purchase Agreement
- The SVF Habitat Share Subscription
- The Vision Funds’ stake in the Katerra Group
- November to December 2020: developments concerning the Fairymead Note Programme
- December 2020 – March 2021: Financial position of the Greensill Group
- Discussions between Greensill and CSAM in December 2020 about exposure limits
- The 31 Dec/14 Jan Fairymead Trade – “the Secondary Trade”
- Publicity about the restructuring of the Katerra Group’s debts
- The cancellation of the Secondary Trade
- March – June 2021: Default on the Fairymead Notes and bankruptcy of the Greensill Group and Katerra Group
- WITNESSES
- FINDINGS ON CONTESTED FACTUAL AND EXPERT ISSUES
- SECTION 423 OF THE INSOLVENCY ACT 1986
- DETERMINATION OF THE ELEMENTS OF THE CLAIM
- Conclusions