CR-2025-001156 - [2025] EWHC 2129 (Ch)

derivative of Ground 5, BMK not being an ‘in the money’ creditor such that there was no jurisdiction to ‘cram down’ Outrider’s debts (Ground 6); and

unfairness of the Plan (Ground 8).

At the Sanction Hearing, MOL was particularly critical of Outrider’s suggested change of position with respect to Ground 5 to assert a different RA to that pleaded. In the context of the RA, and other aspects argued before me, what Meade J said at the CMC concerning the importance of the Grounds (at [22]) is significant:-

“As I said already, I regard the Grounds as having been a crucial document in the management of the determination of whether to sanction this plan. I think it would be quite wrong to allow Outrider to amplify the Grounds in this ad-hoc way in the course of Counsel’s submissions.”

Meade J’s CMC Order also specifically provides (at [2]) that:-

“Outrider must apply for permission from the Court if it intends to rely on further grounds of objection or amend the Approved Grounds also specifically ordered.”

It is clear that Meade J was concerned to ensure that the issues to be argued at the Sanction Hearing were identified in advance and that the parties should take a proportionate approach to their resolution, not least in terms of expert evidence, the scope of which was also debated before him. I agree that such an approach was important in this case. Although aggregate Group debt runs into the hundreds of millions of dollars, the surplus cashflows from the operation of the Oilfield projected by BMK over the next 12 years (assuming sanction) are only US$8.74m in aggregate.

The Plan meeting of the BMK creditor class was held on 7 May 2025, with BMK voting in favour. The Outrider creditor class meeting took place later the same day, with Outrider voting against.

The Chairperson’s report was filed on 9 May 2025.

I oversaw the pre-trial review on 19 June 2025.

I also oversaw the Sanction Hearing on 27 and 30 June 2025.

In addition to reading the skeleton arguments, witness statements and experts’ reports, I heard oral evidence from the six witnesses mentioned below, followed immediately by oral closing argument. Although a compressed timetable, I am satisfied that the parties had a fair opportunity to present their respective cases.

Following the hearing, I also received brief written submissions in letter form from both Plan creditors concerning the Court of Appeal judgment in Saipem SPA (and others) v Petrofac Limited [2025] EWCA Civ 821 handed down on 1 July 2025. I have had regard to these as well as the parties’ more detailed written and oral submissions made at and prior to the Sanction Hearing.

Finally, I express my gratitude to the party representatives for equipping me well for the conduct of the Sanction Hearing and for their effective written and oral submissions, not least those of junior counsel, Mr Abraham and Ms Longstaff, who undertook important aspects of the hearing advocacy effectively.