In Re NFE Global Holdings Limited [2026] EWHC 1620 (Ch) (Cawson J, sanction judgment) and [2026] EWHC 1223 (Ch) (Hildyard J, convening judgment), the English court sanctioned two restructuring plans under Part 26A of the Companies Act 2006 that extinguished approximately US$9.6 billion of debt across the New Fortress Energy group. All seven creditor classes voted in favour, six unanimously and one by 99.84%, making cross-class cram-down unnecessary. The court confirmed that “good forum shopping” is a legitimate basis for using an English restructuring plan where it produces a superior outcome for creditors, and offered notable guidance on class constitution, third-party releases, conditions precedent and international effectiveness. Chapter 15 recognition was subsequently granted in the United States on 26 June 2026 although Judge Glenn’s detailed reasoning is awaited.

Key points:

• "Good forum shopping" confirmed: the court endorsed England as a restructuring venue for non-UK groups where it produces a superior outcome for creditors. NFE is the third US group to have used the English restructuring plan in recent months, following closely in the footsteps of Argo Blockchain and Fossil Group (which like NFE were listed on NASDAQ) demonstrating that the English restructuring plan is moving past initial uncertainties and continues to be an attractive restructuring regime for the right group.
• Cross-class cram-down rigour even without cram-down: Cawson J assessed the fairness of the plans using the full relevant alternative and restructuring benefits test as a framework, even though all seven creditor classes approved.
• Third-party releases under the microscope: the court flagged concern about artificial “ricochet claim” structures used to bring releases within the plan's scope. Practitioners should expect continued scrutiny and Judge Glenn's awaited Chapter 15 opinion may add further guidance.
• No absolute priority rule under Part 26A: existing shareholders retained 35% equity in CoreCo notwithstanding US$9.6 billion of debt being extinguished: a clear reminder that English restructuring plans are not subject to  absolute priority.
• Pragmatic approach to international effectiveness: courts may draw comfort from the calibre of multi-jurisdictional legal advice rather than requiring comprehensive expert evidence on every governing law, moderating the evidential threshold in complex cross-border restructurings.

Background: The New Fortress Energy Group and Its Financial Difficulties

New Fortress Energy is a NASDAQ-listed, Delaware-incorporated global LNG infrastructure business. NFE Global Holdings Limited (CoreCo) and NFE Brazil NewCo Limited (BrazilCo) are members of that group and the plan companies.

The group encountered severe financial difficulty arising from a combination of large-scale project investment, major cost overruns and construction delays, resulting in a collapse in the group's market value of approximately 91% over a twelve-month period. Debts of approximately US$200 million fell due by late 2025. In response, the group entered into eight months of negotiations from July 2025, involving approximately 85% of creditors.

Those negotiations produced a Restructuring Support Agreement executed and signed by 778 creditors representing 97% of in-scope liabilities and over 75% by value of each proposed creditor class. 

Plan Structure: CoreCo and BrazilCo

Total plan creditor consideration comprised new equity and new takeback debt instruments totalling US$971 million. Restructuring benefits were allocated in two stages: first between five different collateral pools by reference to the increase in value each pool derived versus the relevant alternative; then pari passu within each pool.

Court Proceedings: Convening and Sanction

• Convening hearing: 14 May 2026, before Hildyard J. Seven creditor classes ordered for the CoreCo Plan; one class for the BrazilCo Plan.
• Sanction hearing: before Cawson J.
• Voting results: Six classes voted unanimously; the seventh class at 99.84%. Turnout was 100% at three meetings and exceeded 99.6% at three others.
• Creditor opposition at sanction: None.
• Cross-class cram-down: Not required; all classes approved the plans.
• Chapter 15 recognition: Granted in the United States on 26 June 2026.

Legal Analysis: The Five-Stage Test Under Part 26A of the Companies Act 2006

The court applied the five-stage test summarised in Re Noble and confirmed for restructuring plans in Adler (AGPS Bondco Plc [2024] EWCA Civ 24):

Stage 1 — Compliance with Statutory Provisions: Class Constitution and the Subscription Offer

The BrazilCo Plan was structured with one creditor class. A subscription offer, a capital raise open to BrazilCo creditors, was taken up by only some members of that class, raising the question of whether the class had been fractured. Hildyard J at the convening hearing concluded that no fracture arose because the offer was made to all members of the class; the relevant question was whether the offer was made uniformly, not whether uptake was uniform.

Cawson J at the sanction hearing provided three additional reasons:

1. The capital raise was not part of the restructuring plan itself but a separate commercial transaction.

2. Those creditors who took up the subscription offer were not “affected” by the plans within the meaning of Part 26A of the Companies Act 2006 in any materially different way.

3. Fracturing the class would create a very small minority class, disproportionate to the legal purpose of class constitution.

No BrazilCo creditor voted against the plan, which reinforced the court's analysis.

Stage 2 — Fair Representation

High meeting turnout (100% at three meetings; above 99.6% at three others) and eight months of pre-plan negotiations involving approximately 85% of creditors were treated as sufficient to satisfy fair representation.

Stage 3 — Reasonable Approval: Would an Intelligent and Honest Member of Each Class Approve?

Cawson J identified six reasons:

1. Overwhelming voting majorities, six classes at 100%; one class at 99.84%.

2. Extensive pre-plan negotiations leading to broadly consensual agreement with 97% creditor sign-up by value.

3. Significant increased return versus the relevant alternative, a US$1.44 billion uplift compared to Chapter 11 bankruptcy (CoreCo) or an accelerated going concern sale (BrazilCo).

4. Logical and fair allocation of restructuring benefits across five collateral pools, then pari passu within each pool.

5. Existing shareholders retaining 35% equity in CoreCo was not objectionable. Post-restructuring equity was valued at zero on day one, so plan creditors suffered no economic prejudice. Shareholder co-operation was also required to implement the restructuring and there was a mechanism for dilution below 5% if certain conditions were not met.

6. No real opposition to the plans, neither at the meetings nor at the sanction hearing.

Notably, Cawson J conducted a full analysis, including detailed consideration of the relevant alternative and the allocation of restructuring benefits, even though the plans did not contemplate cross-class cram down. He expressed the view that consideration of the relevant alternative provides a helpful baseline in evaluating the question of fairness.

Stage 4 — No Blot on the Plans

(a) Third-Party Releases

The plan companies had executed deeds of contribution in favour of primary obligors of plan debt, creating the potential for indirect “ricochet claims” against the plan companies, the extinguishment of which would constitute a third-party release through the plans.

The court expressed hesitation about structures that appear artificially designed to bring third-party releases within the scope of a restructuring plan, but declined to characterise the ricochet claims as a blot in the circumstances.

Professional adviser releases were also included. Following the Thames Water restructuring plan proceedings, a specific exemption was incorporated ensuring that directors and advisers were not released from claims that would have been available against them in an insolvency scenario. The court concluded that the adviser releases did not amount to a blot.

(b) Conditions Precedent

(c) International Effectiveness

Hildyard J had expressed concern at the convening hearing about the extent to which debt and security was governed by laws of jurisdictions other than England and Wales - principally New York law. Cawson J addressed this pragmatically at the sanction stage:

“the court is entitled to proceed reassured by the fact that the finance documentation has been negotiated and drafted by numerous law firms of the highest calibre and with a substantial presence in New York, which is the law applicable to most of the restructuring documents. Further, I bear in mind in this context that one is concerned with law firms instructed not just on behalf of the Plan Companies, but also on behalf of creditors who, during the negotiation process, will no doubt have had considerable input into how the Plans were to be carried into effect and as to the efficacy thereof.”

Expert evidence on recognition was nonetheless obtained for the United States and Mexico, and Chapter 15 recognition was duly granted in the United States on 26 June 2026.

(d) Post-Sanction Modification

A modification mechanism permitted plan amendments after sanction, subject to consent of the plan companies and a majority of plan creditors, provided any amendment was of a technical or non-material nature and had no material and adverse effect on plan creditors. The court concluded this did not present a blot.

Stage 5 — Sufficient Connection and “Good Forum Shopping”

Both plan companies were incorporated in England and Wales, CoreCo since 2021, and BrazilCo being newly incorporated to facilitate the restructuring plan. Sufficient connection was plainly established.

The court described the case as an example of “good forum shopping”: the English restructuring plan under Part 26A was chosen because it was expected to produce a superior outcome for creditors, a US$1.44 billion uplift versus the relevant alternative. The court followed its approach in Re Argo Blockchain and Re Fossil. 

Key Themes and Practical Significance

“Good Forum Shopping” and the Legitimacy of English Restructuring Plans for Non-UK Groups

Re NFE Global Holdings Limited reinforces the established position that a non-UK incorporated group may legitimately use an English restructuring plan under Part 26A. The court's description of the process as “good forum shopping”, and its alignment with Re Argo Blockchain and Re Fossil, signals continued judicial support for England and Wales as a restructuring venue for international groups. As an additional benefit, the group was not required to delist from NASDAQ in order to implement the plans.

Cross-Class Cram-Down Analysis as Standard Practice

Despite not being required (all seven classes approved), Cawson J conducted an analysis of the relevant alternative and restructuring benefits that would normally sit within the cross-class cram down framework only. This shows how, for some judges, the more rigorous cross-class cram down test may still be a relevant factor in how to exercise the court’s discretion – even if there is no cross-class cram down.

Third-Party Releases: Continued Judicial Caution Without a Definitive Bar

The court expressed hesitation about structures designed to bring third-party releases within the scope of a restructuring plan through artificial ricochet claim structures, but stopped short of calling this a blot. Practitioners should expect continued scrutiny of release structures, particularly where the connection between the claim being released and the plan company's liabilities requires explanation. More is expected to be said here in particular by Judge Glenn’s awaited Chapter 15 opinion where reportedly he was keen to underscore that the NFE plans did not involve releases of mass tort claims. Watch this space. 

No Absolute Priority Rule Under Part 26A of the Companies Act 2006

The retention of 35% equity by existing shareholders in CoreCo, despite the extinguishment of US$9.6 billion of debt, is a clear reminder that Part 26A does not contain an absolute priority rule. The judgment does not deal with the legal basis of gifting but simply notes that shareholder co-operation was required to secure the required support for the plans. 

Reassurance on International Effectiveness Through Legal Adviser Expertise

Cawson J's approach, drawing comfort from the calibre and multi-jurisdictional expertise of the law firms involved, including creditor-side firms, offers a pragmatic pathway in cases where comprehensive expert evidence on every governing law is not practicable. Expert evidence was still obtained for the United States and Mexico, but the judicial reasoning moderates the evidential threshold where restructuring documentation is itself the product of high-quality, multi-jurisdictional legal advice. This perhaps is a novel way for the court to view the question – although given the high turnout and level if consents also underlines that creditors had faith in the process and its effectiveness. 

Conclusion

Re NFE Global Holdings Limited [2026] EWHC 1620 (Ch) and [2026] EWHC 1223 (Ch) are significant decisions in the development of the English restructuring plan regime under Part 26A of the Companies Act 2006. They confirm the legitimacy of “good forum shopping” for international groups, walk through the statutory framework and common questions (such as whether a class is fractured) and demonstrate that the court will apply rigorous analytical scrutiny, including through the cross-class cram down framework, even where creditor approval is near-unanimous and no cross-class cram down is required.